Unless otherwise specifically agreed to in writing and signed by an authorized employee of Comat Aerospace Corp. (“CAC”)‚ the following terms and conditions of sale (“Agreement”) apply to all sales of products from CAC to Buyer. Any different or additional terms and conditions proposed by Buyer in its purchase order‚ or otherwise‚ are objected to by CAC. Buyer’s assent to this Agreement is conclusively presumed from Buyer’s failure to reasonably object in writing and from Buyer’s acceptance of all or part of the products ordered. This Agreement represents the entire agreement of the parties and all proposals‚ negotiations‚ representations or agreements made or entered into prior to or contemporaneously with this Agreement‚ whether verbal or written‚ are cancelled and superseded by this Agreement.

1. PRICES: All quotations are made for immediate acceptance and are subject to change without notice prior to acceptance. All sales by CAC are EXW (Incoterms 2020) CAC’s warehouse dock unless otherwise specified in writing by CAC. Prices are stated in United States Dollars‚ exclusive of sales‚ use‚ excise or similar taxes and are subject to any price adjustment necessitated by CAC’s compliance with any act of government. Any tax or other governmental charge upon the production‚ sale‚ shipment or use of the product which CAC is required to pay or collect from Buyer shall be paid by Buyer to CAC unless Buyer furnishes CAC with a tax exemption certificate acceptable to the appropriate taxing authority.

Prices are based upon material costs in effect as of date CAC accepts Buyer’s order. At any time after CAC accepts Buyer’s order but prior to shipment of product(s) by CAC, should market conditions cause (i) CAC’s product cost from the product manufacturer to rise above ten percent (10%), and/or (ii) the product cost in the open marketplace to rise above ten percent (10%) of the original sale price, then CAC reserves the right to re-quote the product in question and/or adjust pricing to reflect increases from the product manufacturer. If the parties cannot agree upon the re-quotation or reprice of the product, CAC reserves the right to cancel or remove the product in question from this Agreement.

A $200 minimum purchase order value applies per order. Certifications and Test Reports may require additional fees. Domestic Hazardous Material Shipments are subject to an additional $65 charge for the first 4 boxes and $15 for each additional box per shipment as well as any applicable freight costs. International Hazardous Material Shipment are subject to an additional $85 charge for the first four boxes and $15 for each additional box per shipment as well as any applicable freight costs. Buyer is responsible for ensuring all materials delivered to Buyer from EXW (Incoterms 2020) Shipping Point.

 

2. PAYMENT: Provided Supplier’s credit and collections department has granted credit terms to Buyer; Buyer shall pay Supplier’s invoices within thirty (30) calendar days of their date. Buyer’s payment(s) must be made in United States of America currency and must be accompanied by remittance detail containing at a minimum Supplier’s invoice number and amount paid per invoice. Supplier reserves the right to correct any inaccurate invoices. Payments, without deduction for electronic funds transfer fees, must be in accordance with the “Remit To” field on each invoice.

Supplier may establish credit terms with Buyer through application to Supplier’s credit and collections department. If applicable, Supplier may re-evaluate Buyer’s credit terms at all times. If Supplier determines in its sole discretion that Buyer fails to qualify for credit terms at any time, then Supplier may, without notice to Buyer, modify or withdraw credit terms, including, but not limited to, requiring advance payment, letters of credit, guarantees, or other security.

If Buyer is delinquent in its payment obligations to Supplier, Supplier may at its option (a) be relieved of its obligations with respect to guarantees, including without limitation, turnaround times, spares support and delivery lead-times; (b) refuse to process any credit to which Buyer may be entitled; (c) set off any credit or sum owed by Supplier to Buyer against any undisputed amount owed by Buyer to Supplier; (d) withhold future deliveries to Buyer; (e) declare Buyer’s performance in breach and terminate the purchase order; (f) repossess Products for which payment has not been made; (g) make future deliveries on a cash-with-order or cash-in-advance basis; (h) charge interest on delinquent amounts at a rate of one point five percent (1.5%) per month or the maximum rate permitted by law, if lower, for each month or part thereof; (i) charge storage or inventory carrying fees on Products; (j) recover all costs of collection including, without limitation, reasonable attorneys’ fees; (k) if Buyer is delinquent on a payment schedule, accelerate all remaining payments and declare the total outstanding balance then due and owing; or (k) combine any of the above rights and remedies as may be permitted by applicable law. The above remedies are in addition to all other remedies available at law or in equity.

If Buyer disputes Supplier’s invoice, or any portion thereof, Buyer shall so notify Supplier within ten (10) working days of the date of Supplier’s invoice. Buyer’s failure to provide notification within said period shall be deemed acceptance of Supplier’s invoice by Buyer. The parties will use all reasonable efforts to resolve invoice disputes expeditiously. Notwithstanding any invoice disputes, Buyer shall promptly remit payment for invoices, or portions thereof, not in dispute.

 

3. TERMS OF SHIPMENT‚ ACCEPTANCE: CAC will make products available to Buyer EXW (Incoterms 2020) CAC’s warehouse dock. Upon notification to Buyer or Buyer’s agent, title to products passes at the same time as risk of loss in accordance with the Incoterm specified in paragraph 1. By accepting products at CAC’s warehouse dock‚ Buyer agrees that they are free of defects‚ which a reasonably careful inspection would disclose. All Materials and Parts shall be packed and packaged in accordance with reasonable commercial practice for one-way shipment by air and/or surface transportation. CAC is not responsible for incidental freight damage that does not affect Product functionality. Buyer shall report any shortages or suspected damages to Comat Aerospace Corp in writing within 7 business days of receipt of Product.

CAC will alert Buyer in writing that order(s) is/are ready for pickup for all Will-Call orders. If order(s) is/are not picked up after three (3) business days of CAC’s outreach or Customer Promise Date, whichever comes first, CAC reserves the right to ship the order(s) to Buyer at Buyers’ expense. In select cases, CAC's Buyers who request to push out their delivery date after an Order ship date has been confirmed may do so, provided Buyer signs a written agreement to accept any shelf-life deterioration that has occurred during customer-requested additional storage time. In those cases, CAC will waive a storage fee within the calendar month the order was originally confirmed to ship. After that month has passed, Buyer will incur a storage fee equivalent to 20% of the price of goods/services purchased, with a minimum fee of $250 and a maximum fee of $2,500 per month, and for a maximum time period of two calendar months additional storage and $5,000 in storage fees.

 

4. DATE OF SHIPMENT: Shipping dates are given at the best of CAC’s knowledge based upon conditions existing at the time the order is placed, and information furnished by CAC will‚ in good faith‚ endeavor to ship by the estimated shipping date but shall not be responsible for any delay or any damage arising from its failure to ship by the estimated shipping date.

 

5. PRODUCT SHELF LIFE: Total shelf life is determined by the manufacturer and specification, as required. Some manufacturers will not guarantee a shelf life minimum.

 

6. CHANGED OR DISCONTINUED PRODUCT: CAC’s policy is one of ongoing update and revision. CAC may revise and discontinue Product at any time without notice to Buyer.

 

7. CANCELLATION OF ORDER BY BUYER: RETURN OF PRODUCTS FOR CREDIT: Buyer’s order may not be modified or rescinded except in writing signed by CAC and Buyer. If all or part of Buyer’s order is terminated by such modification or rescission‚ Buyer‚ in the absence of a contrary written agreement between CAC and Buyer‚ shall pay all restocking and or termination charges based upon cost determined by accepted accounting principles plus a reasonable profit. In any circumstance‚ CAC’s written consent must be given in advance of Buyer’s return of products for credit. Orders containing "Special Order" Items which include but are not limited to: Products requiring Dry Ice or Temp Controlled Storage, Hazardous Materials and Made to Order Items are considered (NCNR) Non-Cancelable, Non-Returnable.

Product must be returned to CAC in the original packaging with no additional labeling or markings on the packaging. Returned products must be of current manufacture, unused, in resalable condition, and securely packed to reach CAC or the Original Seller without damage. Buyer is responsible for risk of loss, shipping and handling fees for returning or exchanging Products. Products must be received at CAC or The Original Sellers Facility within 21 calendar days of original delivery.

 

8. FORCE MAJEURE: CAC shall not be liable for any failure to perform its obligations under this Agreement resulting directly or indirectly from or contributed to by any acts of God‚ acts of Buyer‚ acts of civil or military authority‚ priorities‚ fire‚ strikes or other labor disputes‚ accidents‚ floods‚ epidemics‚ war‚ riot‚ delays in transportation‚ lack of or inability to obtain raw materials‚ components‚ labor‚ fuel or supplies‚ or other circumstances beyond CAC’s reasonable control.

 

9. DISCLAIMER OF ANY WARRANTY: BUYER ACKNOWLEDGES THAT IT IS PURCHASING PRODUCTS FROM CAC IN CAC’S CAPACITY AS THE SELLER OF SUCH PRODUCTS. DETERMINATION AS TO THE SUITABILITY OF SUCH PRODUCTS FOR USE CONTEMPLATED BY BUYER IS THE SOLE RESPONSIBILITY OF BUYER. CAC SHALL HAVE NO RESPONSIBILITY IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES THAT IT WILL LOOK SOLELY TO THE WARRANTY(IES)‚ IF ANY‚ PROVIDED BY THE MANUFACTURER OF SUCH PRODUCTS AND THAT CAC MAKES NO WARRANTIES ON ITS OWN BEHALF WHETHER EXPRESS‚ IMPLIED OR STATUTORY‚ INCLUDING‚ BUT NOT BY WAY OF LIMITATION‚ ANY WARRANTY OF MERCHANTABILITY‚ FITNESS FOR A PARTICULAR PURPOSE‚ COURSE OF DEALING‚ COURSE OF PERFORMANCE OR USAGE OF TRADE. BUYER ASSUMES ALL RISK AND LIABILITY FOR LOSS, DAMAGE OR INJURY TO PROPERTY OF BUYER OR OTHERS, ARISING OUT OF USE OR POSSESSION OF PRODUCTS FURNISHED HEREUNDER.

 

10. EXCLUSIVITY OF REMEDY‚ LIMITATION OF LIABILITY: In the event Buyer claims that CAC has breached any of its obligations under this Agreement‚ CAC may request the return of the products and tender to the Buyer the purchase price therefore paid by Buyer and‚ in such event‚ CAC shall have no further obligations under this Agreement except to refund such purchase price upon re-delivery of the products. If CAC so requests the return of the products‚ the products shall be redelivered to CAC in accordance with CAC’s instructions. THE REMEDIES PROVIDED FOR IN THIS PARAGRAPH SHALL CONSTITUTE THE SOLE RECOURSE OF BUYER AGAINST CAC FOR CLAIMS RELATING TO THE SALE OR USE OF PRODUCTS‚ WHETHER THE CLAIM IS MADE IN TORT OR IN CONTRACT‚ INCLUDING CLAIMS BASED ON WARRANTY‚ NEGLIGENCE‚ STRICT LIABILITY‚ PRODUCT LIABILITY‚ OR OTHERWISE. IN NO EVENT SHALL CAC BE LIABLE FOR INDIRECT‚ INCIDENTAL‚ CONSEQUENTIAL DAMAGES‚ ANY DAMAGE TO AIRCRAFT‚ OR LOSS OF USE. NOR SHALL CAC'S LIABILITY FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT OR THE MANUFACTURE‚ SALE‚ DELIVERY OR USE OF THE PRODUCTS EXCEED THE PURCHASE PRICE OF THE PRODUCT.

For the purpose of Sections 9 and 10, CAC is defined as Comat Aerospace Corp. its shareholders, officers, agents, employees, affiliates, successors, assigns and third-party suppliers.

 

11. PRODUCTS SUBJECT TO AN AIRWORTHINESS DIRECTIVE: PURSUANT TO 14 CFR PART 39, THE OWNER OR OPERATOR OF AN AIRCRAFT IS RESPONSIBLE FOR MAINTAINING THAT AIRCRAFT IN AIRWORTHY CONDITION, INCLUDING COMPLIANCE WITH AIRWORTHINESS DIRECTIVES (ADs). BUYER ACKNOWLEDGED AND AGREES THAT CAC HAS NO DUTY AND UNDERTAKES NO RESPONSIBILITY REGARDING AIRWORTHINESS FOR ANY PRODUCT PURCHASED UNDER THIS AGREEMENT. BUYER ACKNOWLEDGES AND AGREES THAT CAC HAS NOT CONFIRMED AD COMPLIANCE FOR ANY PRODUCT SOLD “AS IS” UNDER THIS AGREEMENT. BUYER ACKNOWLEDGES AND AGREES THAT ANY ASSISTANCE CAC MAY CHOOSE TO PROVIDE WITH RESPECT TO ADs SHALL BE AS AN ACCOMMODATION ONLY AND SHALL NOT IMPOSE ON CAC ANY LIABILITY OR RESPONSIBILITY FOR AD COMPLIANCE. BUYER DISCLAIMS RELIANCE ON ANY ASSISTANCE OR REPRESENTATION CAC MAY CHOOSE TO PROVIDE, OR NOT PROVIDE, WITH RESPECT TO ADs. BUYER FURTHER ACKNOWLEDGES AND AGREES IT HAS SOLE AND EXCLUSIVE RESPONSIBILITY FOR ENSURING THAT THE PRODUCT(S) IT PURCHASES COMPLIES WITH ALL ADs PRIOR TO USE.

 

12. GOVERNING LAW‚ VENUE, LIMITATION OF ACTIONS: This Agreement is performed in Los Angeles County‚ California and shall be governed by laws of the State of California without regard for its conflict of laws rules and specifically excludes the U.N. Convention on Contracts for the International Sale of Goods. No action for breach of this Agreement or any covenant or warranty arising under this Agreement‚ shall be brought more than one year after the cause of action has occurred. Buyer agrees that any legal action or proceeding by Buyer against CAC with respect to this Agreement will be brought in a court of competent jurisdiction located in Los Angeles County‚ California‚ USA.

 

13. U.S. AND INTERNATIONAL TRADE CONTROL LAWS AND REGULATIONS: Buyer will comply with all applicable import, export and sanctions statutes, laws, regulations, and guidelines of the United States and of any jurisdiction in which Buyer does business, and with all applicable export and import licenses and their provisos. Buyer shall not make any dispositions, re-exports or diversion of the products purchased from CAC except as United States laws may expressly permit.

Any trade data exchanged or obtained is for reference only and is not to be used for conducting Customs business as defined under 19 CFR Part 111. CAC makes this data available for informational purposes only. It may not reflect the most current legal developments, and CAC does not represent, warrant or guarantee that it is complete, accurate or up to date. This information is subject to change without notice. The information is not intended to constitute legal advice.

Buyer acknowledges the export transactions from the United States that are routed export transactions are as defined in the U.S. Export Administration Regulations, 15 C.F.R. § 772.1 and Federal Trade Regulations, 15 C.F.R. § 30.1(c). Buyer as the foreign party shall be considered the Foreign Principal Party in Interest (FPPI) for these transactions, and as the FPPI authorizes their U.S. agent to facilitate the export of items from the United States on the Buyer’s behalf and prepare and file the electronic export information (EEI) in the Automated Export System (AES). Buyer will comply with 15 C.F.R. § 30.3(e)(2) and 758.1(h)(1)(i) by supplying US Agent with a Power of Attorney or other form of written authorization and will provide a copy to CAC, upon request. Buyer will also instruct their US Agent to provide CAC a copy, upon request, of the AES transaction and Air waybill within 5 days of export to [email protected]. CAC will provide all EEI to Buyer’s US Agent as required under 15 C.F.R. § 30.3(e)(1) to complete the AES filing.

 

14. TRANSPORTATION SECURITY REQUIREMENTS: Buyer agrees to make a good faith effort to require its agents (including, but not limited to, brokers and freight forwarders) to (i) comply with all applicable transportation security laws and regulations, and (ii) provide proper identification and purchase order number when picking up products from CAC.

 

15. PRIVACY POLICY: Comat Aerospace Corp has taken steps to safeguard the integrity of its data and prevent unauthorized access. These measures are designed to prevent corruption of data, block unknown or unauthorized access to Comat Aerospace Corp systems and information and provide reasonable protection of private information in Comat Aerospace Corp possession.