General Conditions/ RFQs

AEROMAT’s STANDARD TERMS AND CONDITIONS

 

  1. Acceptance of Terms and Conditions: The Parts referenced are being shipped subject to BUYER’s agreement that only these Standard Terms and Conditions shall govern the transaction. Your acceptance of these

Parts or other performance hereunder will constitute such agreement.

 

  1. Limited Warranty for Sale of Parts

 

  1. Coverage and Warranty Period: AEROMAT hereby warrants that the Parts sold hereunder will be free of any defects in material or workmanship in accordance with the following warranty  schedule  based  on the condition code of the parts stated on the face {shipper or invoice) thereof; and that it will have good title to the parts it sells to the BUYER hereunder at the time of delivery. Part Condition, Definition and Warranty periods are defined as follows:

 

 

Factory New (F)

 

Unit received from OEM or authorized distributor in original package.

 

Aircraft, Engine & APU parts: No warranty except Original Equipment Manufacturer’s (OEM) warranty will be assigned per the Assignment of Warranties.

 

New / Unused (N)

 

Unit received from other than OEM or authorized distributor.

 

Expendable Aircraft & APU Parts: Thirty (30) days from date of shipment.

Aircraft Parts: Twelve (12) months from date of shipment or one thousand (1000) flight hours, whichever occurs first.

 

Overhaul (O)

 

Unit certified airworthy by an agency or airline to a TSO of 00:00 or ‘’overhauled’’.

 

Aircraft Parts: Twelve (12) months from date of Overhaul tag or one thousand (1000) flight hours, whichever occurs first.

Engine & APU Parts: Twelve (12) months from date of Overhaul tag

Complete APU’s: Twelve (12) months from date of Overhaul tag or one thousand (1 000) flight hours, whichever occurs first.

 

Serviceable (S)

 

Unit certified airworthy by an authorized agency or airline.

 

Aircraft Parts: Twelve (12) months from date of Serviceable tag or one thousand (1000) flight hours, whichever occurs first.

Engine & APU Parts: One (1) month from date of Serviceable tag

Complete APU’s: Twelve (12) months from date of Serviceable tag or one thousand (1 000) flight hours, whichever occurs first.

Repairable (R ) Unit is use, not certified airworthy but can be economically repaired and/or overhaul. Aircraft, Engine & APU Parts: No warranty other than the unit is repairable. A repair cap must be agreed upon at the time of sale. If the unit exceeds the agreed cap, the customer shall have the right to return the unit for full credit. Any unit that is to be returned must have the approval of AEROMAT. AEROMAT will allow up to 60 days from date of shipment for the customer to determine the reparability of the unit and AEROMAT will allow additional 30 days to return the part. This return policy will become null and void after a total time of 90 days from the date of shipment. Any repairable part sold at a price of $750 or less is consider ‘’AS-IS’’
 

As-Is (A)

 

Condition and history unknown, has no airworthiness certification.

 

No warranty expressed or implied except as to title. This condition has no return provisions of any kind.

 

  1. Correction of Defects: If during the applicable warranty period, a defect in material or workmanship causes damage to a warranted part or renders it unserviceable, AEROMAT will either replace or repair at AEROMAT’s expense and option, any such damaged or unserviceable part to the condition it was in at the time the damage occurred. The cost of any replacement or repaired part which has a life limit established by the manufacturer or government authority will be shared pro rata by AEROMAT and BUYER based upon the unused life of the damaged part at the time it was damaged.

 

  1. Determination of Coverage AEROMAT will determine if any defect in material or workmanship occurred within the coverage of this warranty based on accepted industry maintenance procedures and standards and original equipment manufacturer’s warranty policies, as applicable.

 

  1. Condition AEROMAT’s warranty obligations described herein are subject to the following conditions:
  2. The warranted product has been used under normal operating conditions as established by the OEM and has not been subject to misuse, mishandling, negligence, accident, or ingestion of foreign material.
  3. The warranted product has not been altered or repaired or serviced since purchased by anyone other than AEROMAT or its authorized agent.
  4. The warranted part has been maintained in accordance with an FAA-approved Airworthiness Maintenance Program and Maintenance Manual {or equivalent government approved documentation for those BUYER’s operating under foreign registry) and with any written instructions provided by AEROMAT and/or the original equipment manufacturer.
  5. BUYER, within the applicable warranty period or within 10 days of discovery of a malfunction, whichever is earlier notifies AEROMAT of its claim and the basis for such claim.
  6. The defective parts shipped within 10 days of the applicable warranty period to AEROMAT’s Carrières Sur Seine, France facility, or to such other location as AEROMAT may designate in writing to BUYER within 5 days of receiving notice of the warranty claim.
  7. All transportation costs and risk of loss of warranted parts shipped for correction of defects to and from the facility designated by AEROMAT are borne by BUYER.
  8. Ali documentation originally furnished BUYER with the part accompanies the return of the part for warranty consideration.

 

  1. DISCLAIMER: THE  WARRANTIES  SET  FORTH IN THIS  LIMITED WARRANTY PROVISION  AND THE OBLIGATIONS AND LIABILITIES OF AEROMAT THEREUNDER, ARE EXPRESSLY IN LIEU OF, AND BUYER  HEREBY  WAIVES  AND RELEASES AEROMAT FROM,  ANY  AND  ALL OTHER  WARRANTIES, AGREEMENTS, GUARANTEES, CONDTIONS, DUTIES, OBLIGATIONS, REMEDIES OR  LIABILITIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE, WITH RESPECT TO AEROMAT’S PERFORMANCE HEREUNDER AND BUYER AGREES THAT  AEROMAT WILL  NOT BE LIABLE FOR ANY DAMAGE OR LOSS (INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL DAMAGES) SUFFERED BY BUYER,DIRECTLY OR INDIRECTLY, WHETHER  IN TORT OR CONTRACT, BECAUSE OF ANY DEFECT  IN MATERIAL OR WORKMANSHIP WARRANTED HEREUNDER. NO AGREEMENT  OR UNDERSTANDING VARYING, ALTERING OR EXTENDING AEROMAT’S  LIABILITY HEREUNDER WILL BE BINDING ON AEROMAT  UNLESS  IN WRITING  SIGNED BY A DULY AUTHORIZED OFFICER OR REPRESENTATIVE OF

 

  1. Assignment of Warranties: AEROMAT hereby assigns to BUYER, effective upon payment in full for the part, any and all existing manufacturers and overhaul agency warranties for the part which run to AEROMAT, to the extent assignable . Upon request, AEROMAT will cooperate   with BUYER in processing claims arising under such assigned warranties  in AEROMAT’s name or that BUYER  as appropriate, provided always  that BUYER will indemnify AEROMAT for any costs and expenses incurred  by AEROMAT in connection with such assistance. With respect to such assignments, it is understood that except as provided in this Paragraph “F”, AEROMAT shall have no further liability to BUYER

 

  1. Warranty Repairs hereunder may be performed by BUYER upon BUYER’s request and consent thereto by AEROMAT in writing given prior to commencement of any such repairs. AEROMAT will reimburse BUYER for the actual reasonable costs for any such repairs consented to by AEROMAT in writing.

 

  1. Non-Covered Items: If AEROMAT determines that the Parts not covered  by  the warranty, BUYER  will pay  AEROMAT for the  work performed  and  materials  furnished in connection with  teardown, investigation, reassembly, and any authorized repair or maintenance services performed, in accordance with AEROMAT’s current charges.

 

  1. LIMITATION OF LIABILITY:IN NO EVENT WILL AEROMAT’S LIABILITY UNDER THIS WARRANTY EXCEED THE PURCHASE PRICE ACTUALLY PAID FOR THE PART.

 

  1. Indemnification BUYER hereby releases  and agrees  to defend, indemnify and hold AEROMAT;  its  directors,  officers, employees and  agents  harmless  and against  any  and all liabilities, claims, demands, suits, damages  and losses  (including, without limitation  all attorney’s  fees costs  and  expenses in  connection therewith  or incident  thereto) for deaths  of or injuries  to any persons  whomsoever (including, without limitation BUYER’s employees) and for loss of, therewith or incident  thereto) and for loss of, damage  to destruction  of, or delay in the delivery of any property  whatsoever  {including, without limitation, aircraft of BUYER) in any manner arising out of or in connection  with the Parts subsequent ta their delivery  by  AEROMAT  hereunder regardless of the negligence, active  or passive,  of AEROMAT its directors, officers, employees or agents. BUYER will, at the request of AEROMAT negotiate any claim or defend any action or suit brought against  AEROMAT or in which  AEROMAT is joined as a party defendant based upon any matters  for which BUYER has released and indemnified AEROMAT hereunder.

 

  1. CONSEQUENTIAL DAMAGES IN NO EVENT WILL AEROMAT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOST REVENUES, LOST PROFIT, OR LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE, RESULTING DIRECTLY OR INDIRECTLY FROM THIS TRANSACTION OR THE USE OF THE PARTS  OR ANY INABILITY TO USE SUCH EITHER SEPARATELY OR IN CONJUNCTION WITH OTHER PARTS OR EQUIPMENT.

 

  1. Payment: Payment shall be made in U.S. Dollars and the payment terms shall be Net Thirty (30) Days, unless otherwise specified, without right of set-off.

 

  1. Taxes: BUYER will pay and agrees to indemnify, defend and hold AEROMAT harmless from any taxes, including but not limited to sales taxes, (except for a tax upon or measured by AEROMAT’s net income) imposed by any taxing authority as a result of performance hereunder.

 

  1. Delivery and Title: Unless otherwise agreed, delivery shall be made ex-works shipping point (AEROMAT’s warehouse or other location) and according to the delivery schedule specified herein. Title and risk of loss of each part will pass to buyer upon delivery. Such delivery  schedule  is approximate only and subject  to delays due to causes  beyond  AEROMAT’s control or force majeure, including, but  not limited to, acts of God or the public enemy, acts or omissions of the Government, civil war, war or warlike operations, insurrections or riots, restrictions, strikes or other labor disputes, or freight embargoes, inability to secure or failure of suppliers to deliver parts or materials, floods, explosions, fires, earthquakes, failure of transportation, acts or omission of buyer or for any ether cause beyond AEROMAT’s control. ln the event  of such delay, the delivery dates shall be extended  accordingly for a period equal to the lime lest by reason of such delay. ln no event shall AEROMAT be liable for any special incidental or consequential damages.

 

  1. lnspection and Acceptance : Buyer will accept each part upon delivery in accordance with the provisions hereof, subject only to rejection of any non-conforming Part by notice in writing given within ten {10) days alter delivery. A Part will be deemed non-conforming only if it is functionally defective or does not conform to the relevant condition code in Section 2. Buyer will promptly return to AEROMAT, or otherwise dispose of any non­conforming part pursuant to AEROMAT’s written instructions and at AEROMAT’s  expanse, which  will be given within thirty {30)  days of AEROMAT’s  receipt of Buyers  written notice of rejection for non- conformance. If AEROMAT fails to furnish Buyer with such instructions, Buyer will return any non-conforming Part to AEROMAT at AEROMAT expense in accordance with commercially reasonable practices, subject to confirmation of the non-conforming status by AEROMAT. AEROMAT will, within a reasonable period of time after notice  of rejection and non-conforming status, ship conforming  Parts  to replace any non-conforming Parts unless Buyer cancels it’s Order with respect to such non-conforming Parts, in which case a full credit will be given  Buyer of any payments  made to AEROMAT  for the non-conforming Part cancelled. If a Part is non-conforming and Buyer fails to return it to AEROMAT or notify AEROMAT of the non-conformance within said ten (10) day period, then it will be conclusively deemed for all purposes that the part conforms in all respects.

 

  1. Entire Contract : The express terms and conditions contained on the face and those set forth on any continuation  sheets, contain the entire understanding of the parties with respect  to the sale of the parts. Any terms and conditions proposed in BUYER’s purchase order which add to, vary from or conflict with the terms and conditions herein are hereby  expressly objected to any may become effective only accepted by AEROMAT in writing.

 

  1. Applicable law: This invoice shall be governed by and construed in accordance with the laws of the Republic of France except that the choice of law provisions thereof will not be invoked to apply the laws of another jurisdiction. Pursuant to article 6 of the Convention of the International sale of goods (“CISG”), buyer and seller expressly elect to exclude and opt out of any application of CISG provisions to this invoice.

 

  1. Modification: No modification of these terms and conditions shall be binding upon the parties hereto unless in writing signed by both parties hereto.

 

WARRANTY NOTICE: ALL RETURNS  MUST HAVE  A RETURN MATERIAL  AUTHORIZATION (RMA) NUMBER  IN ORDER FOR  AEROMAT TO ISSUE A CREDIT OR REPLACEMENT. PLEASE WRITE  THE RMA NUMBER ON  EACH CARTON IN  ORDER  TO  EXPEDITE  THE  PROCESSING  OF  YOUR  WARRANTY  CLAIM.    TO  OBTAIN AN  RMA  NUMBER CONTACT  YOUR   SALES   OR  CUSTOMER  SERVICE REPRESENTATIVE