- Sale of Material. All non new material supplied by International Turbine Service (ITS) is sold on an as is, where is basis. Material is subject to availability and/or prior sale/consumption. The Purchaser acknowledges that it is relying solely on its own inspection of the material and not on any representation or warranty, whether express or implied, made by ITS unless expressly stated in this document. The purchaser shall have 30 days from the date the order is originally shipped by ITS to inspect the material and, subject to the Return Policy stated below, return any rejected material to ITS. Factory new material shall be subject to standard manufacturer's terms and conditions.
- Payment. The Purchaser shall pay ITS for the material in accordance with the terms set out on the invoice/sales order/quotation. The Purchaser is responsible for all taxes, duties, interest and other charges arising from the sale, delivery or use of the material and will reimburse ITS for any such charges ITS may be required to pay.
- Title. ITS warrants that it has the right to sell the material. ITS warrants that it has not encumbered the material but otherwise gives no warranty that the material shall be free from any other encumbrance.
- Shipping. All materials purchased are provided FOB (Free on Board) the ITS facility. Title and all risk passes to the Purchaser upon delivery to a carrier for shipment to the Purchaser.
- Export Permits. This order is subject to all applicable export controls and, through acceptance of these terms and conditions, Purchaser affirms that it will, in turn, comply with all applicable export controls. At the Purchaser's request, ITS will apply for any necessary export permits or approvals but ITS is not responsible for their issuance or renewal. Fees, charges and/or duties associated with Export Permits are the responsibility of the Purchaser.
- Limitation of Liability. ITS MAKES NO WARRANTY, EITHER EXPRESS OF IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, OF ANY OF THE MATERIAL. ALL OTHER OBLIGATIONS AND LIABILITIES EITHER DIRECT OR CONSEQUENTIAL ON THE PART OF ITS ARE HEREBY EXPRESSLY DISCLAIMED. ITS WILL NOT BE LIABLE FOR ANY OTHER REMEDY OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO SUCH DAMAGES RESULTING FROM A BREACH OF CONTRACT OR WARRANTY, ALLEGED NEGLIGENCE OR OTHERWISE, DAMAGE TO AIRFRAME, ENGINE, OR OTHER PROPERTY, COSTS OR EXPENSE OF OPERATION OF ANY AIRCRAFT, OR SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME COSTS, COLLECTION COSTS, ATTORNEYS FEES, DAMAGES OF ANY TYPE, OR CLAIMS OF PURCHASER'S BUYERS OR OTHER THIRD PARTIES FOR SUCH DAMAGES, OR ANY OTHER LOSS, CLAIM OR DEMAND OF ANY DESCRIPTION. NO VARIATION OF ANY LIMITATION OR EXTENSION OF ANY WARRANTY OR REMEDY SHALL BE BINDING UNLESS IN WRITING AND SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF ITS. NO VARIATION OR EXTENSION SHALL APPLY TO ANY OTHER SALE OF MATERIAL. THE PURCHASER HEREBY RELEASES ITS AND ANY PERSON, FIRM OR CORPORATION FROM WHOM ITS ACQUIRED POSSESSION OF THE MATERIAL FROM ANY LIABILITY ARISING OUT OF A DEFECT OF SUCH MATERIAL.
- Conflicting or Invalid Terms. Where any terms (pre-printed or otherwise) on the Purchaser's purchase order are in conflict with any terms herein, the terms herein shall take precedence and the Purchaser's terms which are in conflict shall have no effect. Any unenforceable term shall not affect the validity of the remainder of the terms herein.
- Language and Governing Law. Both parties have agreed that this contract be written in the English Language. The laws of the State of Texas shall govern this contract, without recourse to its conflict of laws provisions. Any dispute shall be settled by binding arbitration pursuant to the rules of the American Arbitration Association. The application of the United Nations Convention on the International Sale of Goods is hereby excluded.
ITS, at its sole discretion, may permit the return of material. No return will be accepted without ITS prior written approval or after the material has undergone dismantling, rework, or installation in an aircraft or engine. If material is purchased as a part of a lot, the Purchaser may not return the lot or any portion of the lot. Materials sold under the terms "SALE FINAL" may not be returned. When requesting permission to return any material, the purchaser must supply ITS with the part number, quantity, condition, original sales order number and reason for return. Upon approving the return, ITS will provide the Purchaser with a Return Material Authorization form (RMA) which should be referenced on the returned materials packing slip, marked of the exterior of the returned materials packaging, and a copy included within the shipment packaging. Issuance of an RMA number does not constitute acceptance of the returned material by ITS.
All permitted returns must include any and all documentation shipped with the material to the purchaser and be accompanied by the RMA form. If the reason for return is related to a physical defect of the material as per the representative FAA/EASA release tag, returned material at the request of ITS, is to be accompanied by a brief description of said defect by an a certified repair station or equivalent . At the discretion of ITS, credit for the return may be withheld until all documentation is received by ITS.
In the event that any material ordered is not received by ITS within the 30 day period referred to in item 1 above, the Purchaser may be subject may be subject to the following restocking fee: 92 304240 fax
|Time Since Original Shipment||Restocking Fee
|0 - 30 Days||0 %
|31 - 45 Days||15 %
|46 - 90 Days||45 %
ITS will not accept material for return after ninety-one calendar days from original shipment date.
In the event that a return is permitted, the returned materials must be in the same condition as when they were shipped from ITS for the return to be accepted by ITS. If ITS accepts the returned materials, ITS may elect to replace the returned materials with like materials or credit the Purchaser's account the invoice price less the restocking charge.
At ITS sole discretion cost for freight, administration, packaging or other costs related to the returned material may not be refunded. All returned material must be packaged in such a manner as to prevent damage or material deterioration.
Failure to adhere to this policy may result in denial of any return consideration.
These terms and conditions of purchase are applicable to purchases made by International Turbine Service (hereinafter "ITS") from its vendors and/or suppliers (hereinafter "Seller").
ACCEPTANCE AND ACKNOWLEDGEMENT:
Any performance on an ITS purchase order (hereinafter "P.O.") is deemed an acceptance of the terms and conditions set forth on the face of the purchase order and these terms and conditions of purchase. No proposal to modify or supplement the P.O. via quotation, acknowledgement, previous agreement or modified terms and conditions shall be binding on ITS, unless agreed to in writing by an ITS authorized signatory.
Seller will send a separate invoice and provide advance notice for each shipment. Each invoice (or packing slip) must show supporting documentation such as the ITS P.O. number, price, part number(s), part description(s), condition and quantities shipped. Any other terms and conditions, including but not limited to any terms and conditions on the back side of any Seller invoice or order acknowledgement, are specifically rejected by ITS. Delays in receiving invoices, errors or omissions on invoice, or lack of supporting documentation required by the terms of the P.O. will be cause for withholding payment without losing any discount privilege.
No charges shall be allowed for boxing, crating, packaging or any other handling unless such provisions are agreed to in writing. All goods must be packaged appropriately to arrive at destination without damage.
All goods will be received by ITS subject to inspection, as appropriate. If goods received are in non-conformance to P.O. specifications at ITS' discretion, goods may be: (1) returned; (2) corrected; or (3) replaced, all at Seller's risk and expense, including all transportation costs incurred by ITS. This clause shall not affect any of the rights or liabilities of the parties under the WARRANTY clause. The aforesaid in no way relieves the Seller of its responsibility to inspect and verify that goods meet the P.O. and specification requirements in all respects. Payment for goods prior to satisfactory inspection and testing shall not be deemed acceptance of the goods.
Seller warrants that all goods delivered under the P.O. will be merchantable, free from defect in materials and workmanship, and conform to P.O. specifications. Seller acknowledges that this warranty (and any and all other surviving warranties) shall extend to ITS, its successors, assigns and customers, who shall have the same rights as ITS to seek warranty remedies. Without prejudice to any other remedy that ITS may have, Seller shall be responsible for, and bear the expense of, any necessary correction due to the Seller's faulty materials or workmanship. Seller further warrants that all aircraft materials and/or components shall be furnished in compliance with all applicable Federal Aviation Administration regulations. All inspection records will be made available to ITS upon request. Seller further warrants that all goods supplied or service performed shall be in accordance with all applicable federal, state and local laws including environmental protection and occupational safety and health. All warranties shall survive inspection, testing, acceptance and payment in accordance with Seller's or any other surviving warranty terms.
Seller shall provide certification meeting the requirements of the Federal Aviation Administration AC-0056, applicable Federal Aviation Administration, EASA, CAA regulations, specified purchase order requirements and generally accepted industry standards, including but not limited to, Certificates of Conformance and Airworthiness release documentation which shall include previous engine serial number and related times and cycles (for non-new material) and manufacturer's certification when appropriate. All manufacturers' certificates of conformance, airworthiness releases, log books, and other documents shall be signed originals or certified true copies. For all documents not in English, Seller shall provide at Seller's expense a certified English translation. Additionally, Seller shall provide a certified statement disclosing whether parts or material were or were not:
- Subjected to conditions of extreme stress, corrosive agents, heat, environment or operation outside normal parameters or OEM limits; and
- Obtained from the U.S Government, agricultural aircraft or military sources.
Shipments shall be made as specified and strictly in accordance with the time or times for delivery specified in the P.O. time being of the essence. In the event that Seller is unable to make delivery by the date required on the P.O., ITS reserves the right to cancel or modify the P.O., and make arrangements for completion of performance and/or purchase of substitute goods elsewhere. In the event of late delivery, Seller shall be responsible for the loss to ITS, including but not limited to the cost to cover and any additional expedited delivery charges.
Seller shall indemnify and hold harmless ITS against any and all claims, liabilities, damages, and costs, sustained by ITS or others, arising from injury or death to any person, damage to any property, and/or economic loss or damage, caused by, or in any manner connected with, the goods, or there use, or any act or omission of the Seller, or any of its subcontractors, hereunder. Seller shall not be liable for such claims, liabilities, damages and costs attributable solely to the negligence of ITS or others, except Seller's subcontractors.
TAXES AND DUTIES:
Seller agrees to pay any taxes and duties imposed by law on account of goods purchased hereunder.
DEFAULT AND TERMINATION:
(a) ITS may, subject to provisions of paragraph (c) below, cancel in whole, or in part, the P.O. under any one of the following circumstances: (i) If Seller fails to make delivery of the goods or perform the services within the time specified; (ii) if Seller fails to perform any of the other provisions of the P.O.; or (iii) if in either of these two circumstances, failure to cure within a period of five (5) days (or such longer period as ITS may authorize in writing) after receipt of notice from ITS specifying such failure as indicated in (i) or (ii) above. (b) In the event ITS cancels the P.O. in whole or part, as provided in paragraph (a) of this clause, ITS may procure upon such terms and in such a manner as ITS may deem appropriate, goods or services similar to those so canceled, and Seller shall be liable to ITS for any extra costs for such similar goods or services provided that Seller shall continue performance of the P.O. to the extent not canceled. (c) Except with respect to defaults of subcontractors, Seller shall not be liable for any excess costs if the failure to perform the P.O. arises from causes beyond the control and without the fault or negligence of the Seller. Such causes may include, but are not restricted to, acts of God, acts of ITS, acts of Government, terrorism, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform must be beyond the control and without the fault or negligence of Seller. (d) The rights and remedies of ITS provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the P.O. Upon such termination event, payment for costs incurred by Seller will be negotiated by ITS and Seller to reflect actual cost and reasonable profit for work completed as of the date of notice of termination.
VENUE SELECTION AND CHOICE OF LAW:
This agreement associated with these terms and conditions shall be deemed to have been made in the State of Texas, U.S.A. and shall be interpreted in accordance with the law of the State of Texas without regard to conflict of law principles. Seller consents to the exclusive jurisdiction of the state and federal courts of the state of Texas, U.S.A., for determining any claim or controversy between the parties and arising out of or relating to these terms and conditions of purchase.