1. Terms and Conditions

When any Quote or Invoice issued by TrueAero is accepted by the Purchaser for the parts, items and/or services specified therein (referred to as “Parts’), the Quote (or, if different, any subsequent Invoice) plus these Standard Terms and Conditions together shall constitute the entire agreement between TrueAero and the Purchaser with respect to the sale of the Parts and shall be referred to as the “ Sale Agreement.” All Parts shall be subject to prior sale until the Quote has been accepted. The terms and conditions of the Sale Agreement shall govern the transaction, notwithstanding any purchase order or other documents issued by Purchaser with respect to its purchase of the Parts. Any purchase order or other similar documents issued by Purchaser shall only serve to evidence Purchaser’s acceptance of the Sale Agreement. Any terms and conditions of Purchaser whether in a purchase order or other documents that add to, vary from, or conflict with the Sale Agreement are hereby expressly rejected. The Sale Agreement supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications regarding the sale of the Parts, both written and oral. Any change to the terms of the Sale Agreement will become effective only if accepted by TrueAero in writing signed by an authorized manager of each party hereto expressly referring to the portion of the Sale Agreement that is added to or superseded.

 

2. Delivery, Inspection, Acceptance, Returns, Etc.

Unless otherwise agreed in the Quote, delivery shall be made Ex Works/EXW (lncoterms 2010) at TrueAero’s warehouse (“Delivery”). Risk of loss shall pass to the Purchaser on Delivery. TrueAero will deliver the Parts in conformance with the description and the condition set forth in the Quote. Purchaser shall accept each Part upon Delivery, subject to inspection and (i) the right to claim shortage in the amount of Parts Delivered (“Shortage”) by notice in writing given to TrueAero within five (5) days after Delivery and (ii) the right to claim rejection of any Parts not conforming to the description and the condition specified in the Quote (such as words to the effect “as removed, guaranteed repairable”) (hereinafter “Non-conforming Parts”) by notice in writing given to TrueAero within thirty (30) days after Delivery. If the respective notices are not timely given, then it will be conclusively deemed for all purposes that Purchaser has accepted the Parts as delivered and in conformance with the Sale Agreement. For Non-conforming Parts, Purchaser will promptly return same to TrueAero after obtaining an RMA# by calling +1 (772) 925-8026 or contacting the TrueAero Sales or Account Manager Representative, provided that TrueAero may promptly elect to have Purchaser dispose of any Non-conforming Part pursuant to written instruction at Purchaser’s expense, in either case subject to potential credit as provided herein. TrueAero reserves the right and has the sole discretion to determine if a Shortage has occurred or if any Part delivered is a Non-conforming Part, to ship additional Parts to satisfy any Shortage at its expense, and/or within a reasonable period of time after notice of rejection and return of the Non- conforming Parts, to ship conforming Parts to replace any Non-conforming Parts at its expense, unless Purchaser cancels its order with respect to such Non-conforming Parts. TrueAero will not issue a credit for the Shortage or Non-conforming Part or return transportation or any disposal costs if the request from Purchaser be determined as incorrect or invalid. All returns, for any reason, other than for a TrueAero-approved Non-conforming Part, will be subject to a 25% restocking fee.

 

3. Quote Prices

The pricing for all Parts shall be specified in the Quote and shall expire after thirty (30) days of Quote unless accepted within that time. Parts purchased for delayed delivery may be subject to storage charges and/or price increases upon reasonable evidence of an unexpected increase in TrueAero’s cost for such Parts or other causes beyond TrueAero’s reasonable control.

 

4. Payment Terms

Payment shall be made in U.S. Dollars, and payments terms, unless otherwise specified in the Quote (or any subsequent Invoice, if different) will be “Cash on Delivery”. All payments shall be made in full on or before the due date. Overdue accounts shall bear interest at the annual rate of 18%, and TrueAero reserves the right to suspend or cancel other any Sale Agreement with Purchaser until the overdue account is paid. The Purchaser agrees that TrueAero has a purchase-money security interest in all Parts sold under any Quote until payment for all such Parts sold has been made in full and agrees to execute any financing statement requested by TrueAero to perfect its security interest. The Purchaser agrees to pay all cost of collection and court fees and expenses, including all attorney fees, incurred in enforcing the terms of the Sale Agreement.

 

5. Taxes

Unless expressly stated in the Quote, all prices will be net of transportation and insurance costs, customs duties and all taxes all every kind except for taxes on the income or excess profits of TrueAero. Purchaser will pay and agrees to indemnify, defend and hold TrueAero harmless from any and all such taxes and duties (not including any income or excess profit taxes) which may be imposed by any taxing authority, arising from the sale, repair, delivery or use of the Parts and for which TrueAero may be held responsible for collection or payment, either on its own behalf or that of Purchaser, which shall by paid by Purchaser to TrueAero within five (5) business days upon TrueAero’s demand.

 

6. Warranty of Title

TrueAero warrants that on Delivery, good title to the Parts sold to Purchaser shall be delivered to Purchaser, free and clear of liens and encumbrances.

 

7. Assignment of Third Party Warranties

Any warranties for Parts sold provided by the OEM, a prior operator, MRO or other third party (“Third Party”) in existence and assignable at Delivery are assigned to Purchaser at the time of and with the transfer of title to the Parts to Purchaser, with recourse only to the Third Party and not to TrueAero.

 

8. Disclaimer of Warranties, Limitation of Remedies and Liability

The warranty of title and GENERAL WARRANTY specified above and the rights of Purchaser to the assignment of assignable warranties, if any, and its rights as to Shortages and Non-conforming Parts are expressly in lieu of, and Purchaser hereby waives, any and all other warranties, agreements, guaranties, conditions, duties, obligations or liabilities, expressed or implied, arising by law or otherwise, with respect to the PARTS supplied or services rendered under the sale agreement or otherwise in connection with the parts, including without limitations any implied warranty of merchantability or fitness for a particular purpose and freedom from latent defects and from infringement of intellectual property rights. Purchaser agrees that TrueAero shall not be liable for any damage, loss or delay or for special, incidental, indirect or consequential damages (INCLUDING WITHOUT LIMITATION CLAIMS ARISING FROM PERSONAL INJURY OR PROPERTY DAMAGE) or loss of revenue, profit, use or prospective economic advantage suffered by Purchaser, directly or indirectly, arising out of TrueAero’s performance hereunder, whether or not caused by TrueAero’s negligence. No agreement or understanding varying, altering, or extending TrueAero’s liability hereunder shall be binding on TrueAero unless in writing and signed by the duly authorized officer or representative Purchaser and TrueAero. Under all circumstances, the maximum amount which Purchaser, or anyone claiming through Purchaser, shall be entitled to claim and shall be payable by TrueAero shall be limited to the price allocable to the Part alleged to be the cause of any loss or damage to the Purchaser, or anyone claiming through Purchaser, whether claiming in contract or tort (including negligence) or UNDER law, RULE OR REGULATION arising out of, or resulting from (i) the Sale Agreement or the performance or breach thereof, (ii) the design, manufacture, delivery, sale, repair, of replacement of any Part or (iii) the use of ANY Part delivered by TrueAero to Purchaser.

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9. Damage in Shipping

Purchaser agrees that TrueAero is not liable for damage or loss in shipping and Purchaser will have recourse only to the shipping company and/or Purchaser’s insurance company.

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10. Force Majeure

In addition to the foregoing disclaimers and limitation of damages, including for non-performance or delay, TrueAero shall not be liable for any non-performance or delay arising from any cause or causes beyond the control of TrueAero including, but not limited to, acts of God, acts of federal, state or local governments or any agencies or officers thereof, fire, adverse weather, flood, earthquakes, explosions, accidents, acts of the public enemy, war, rebellion, insurrection, riot or civil unrest, sabotage, invasion, epidemic, quarantine restrictions, strikes, walkouts and disputes or differences with workmen. In the event of such delay, the delivery dates shall be extended accordingly for a period equal to the time lost by reason of such delay.

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11. Indemnification

Purchaser hereby releases and agrees to defend, indemnify and hold TrueAero, its members, managers, directors, officers, agents and employees (“TrueAero lndemnitees”), harmless from and against any and all liabilities, demands, suits, damages, losses, expenses, claims, fines or judgments (including, without limitation all attorney’s fees costs and expenses in connection therewith or incident thereto) (“Claims”) for deaths of or injuries to any persons whomsoever (including, without limitation Purchaser’s employees) and for loss of, damage to destruction of, or delay in the delivery of any property whatsoever (including, without limitation, any aircraft or engine or part thereof) in any manner arising out of or in connection with the Parts at any time from and after their Delivery by TrueAero hereunder regardless of the negligence, active or passive, of any TrueAero Indemnitee. Purchaser will, at the request of TrueAero negotiate any Claim or defend any legal action brought against TrueAero or any TrueAero Indemnitee in which TrueAero is joined as a party defendant based upon any matter for which Purchaser has released or agreed to indemnify TrueAero hereunder.

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12. Customer Insurance

Purchaser agrees to maintain insurance coverages in such types and amounts as are maintained by other similar companies in Purchaser’s industry at least sufficient to protect TrueAero as required by the Indemnification provisions hereof for not less than two (2) years from receipt of the Parts by Customer. Such insurance will name TrueAero as an additional insured, shall be primary coverage without contribution by any insurance of TrueAero, shall require 30 days’ notice of cancellation, shall not be invalidated by any act or omission of any insured, and shall include other terms and conditions which are usual and customary for such coverages.

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13. Export Controls; Patriot Act Representation

Purchaser acknowledges some or all of the Parts purchased from TrueAero may be controlled by and subject to the export laws and regulations of, and sanctions adopted by, the United States of America (including regulations issued by the U.S. Export Administration, the U.S. Office of Foreign Assets Control and/or the International Traffic in Arms Regulations) and/or the United Nations and/or the European Union which prohibit or restrict the export and/or use of such items (collectively, “Export Laws”). Purchaser further acknowledges (i) that the sale or other distribution of the Parts may constitute exports or re-exports of such Parts and as such must be made in compliance with all applicable Export Laws and (ii) the country of ultimate destination, commodity classification, end-user and end-use for any Part could affect its exportability and the applicable permissions required for export. Purchaser warrants and agrees that it will not export, re-export, transfer, divert or use or allow the use of (collectively, “Transfer”) such items, either in original form or when incorporated into another item, contrary to such Export Laws and that it will obtain all necessary licenses and approvals required by any applicable Export Laws prior to any Transfer. Further, Purchaser represents that it is not, and is not affiliated with or controlled by in any way, an individual, entity or organization identified on (i) any U.S. Office of Foreign Assets Control (“OFAC”) “watch list”, including, without limitation, OFAC’s list of Specially Designated Nationals and Blocked Persons, or (ii) any Federal Bureau of Investigation “watch list” or (iii) any Bureau of Industry and Security list of unverified persons or denied persons, and Purchaser does not reside in or conduct banking in a jurisdiction identified as non-cooperative by the Financial Action Task Force or sanctioned by OFAC. As per EU article 3g (d) of Council Regulation No 833/2014, it is prohibited, as of September 30, 2023, to directly or indirectly import or purchase of certain products when those products were processed in a third country (non-EU member country) incorporating iron and steel products originating in Russia.

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14. Governing Law; Jurisdiction and Venue, Prevailing Party Fees and Waiver of Jury Trial

The Sale Agreement shall be governed by and construed in accordance with the laws of the State of Florida, USA, not including its choice of law rules, and the United Nations Convention on Contracts for the International Sale of Goods shall not apply. In the event of any dispute or claim, the parties hereby agree that any lawsuit shall be filed only in the state or federal courts sitting in Indian River County, Florida (“Indian River Courts”); provided, however, in the event of a dispute relating to the non-payment of sums claimed to be due (whatever may be the reason for such non-payment) or repossession or redelivery of the Parts, TrueAero shall have the right to bring an action therefor in a competent court having jurisdiction over the Part, the Sale Agreement, the Purchaser or the subject matter in dispute. Purchaser waives to the fullest extent possible any claim that the courts in Indian River County, Florida, do not have jurisdiction over Purchaser, that venue is improper or that the forum is inconvenient. Purchaser agrees that service of process in any proceeding may be made upon Purchaser by hand delivery, certified or registered mail or reputable courier delivery to Purchaser at the address listed on TrueAero’s Quote or Invoice. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER ARISING OUT OF OR RELATING TO THE SALE AGREEMENT. Each party shall be responsible for its own costs and expenses (including attorney’s fees and expenses) incurred in any such action.

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15. Parties as Independent Contractors

TrueAero and Purchaser are separate companies acting independently, and no partnership, joint venture or agency relationship is created by the Sale Agreement.

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16. Confidentiality

Each party may have access to non-public information of the other party and its affiliates, including business plans, customer information, terms and conditions and other non-public information regarding the business and operations of that party. All such information is referred to as “Confidential Information.” Each party agrees to keep the Confidential Information of the other party strictly confidential and will not disclose nor permit the disclosure of nor use the Confidential Information for any purpose whatsoever. The receiving party may also disclose the Confidential Information of the other party pursuant to any valid court order, regulation or other lawful order compelling such disclosure. Upon request, the receiving party will promptly return all Confidential Information of the disclosing party to such party, with all notes, summaries or copies thereof in all media, without retaining copies.

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17. Captions; Severability

The captions used in the Sale Agreement are for convenience only and do not modify the content or intent thereof. If any agreement within the Sale Agreement is found unenforceable, that will not affect the enforceability of the rest of the Sale Agreement.

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18. Purchase Order Terms and Conditions

- FULL TRACEABILITY IS REQUIRED TO INCLUDE: BILLS OF SALE, PACKING LIST, AND REMOVAL TAGS (IF APPLICABLE) FROM APPROVED SOURCE (FAR 121, 129, OEM) - FAR 145 & FOREIGN OPERATOR TRACE WILL NOT BE ACCEPTED UNLESS APPROVED IN WRITING BY TRUEAERO PURCHASING REPRESENTATIVE - EACH PACKAGE SHOULD BE CLEARLY MARKED WITH OUR P.O.# - PARTIAL SHIPMENTS ARE TO BE APPROVED IN WRITING BY TRUEAERO PURCHASING REPRESENTATIVE - PLEASE EMAIL ALL INVOICES TO AP@TRUEAERO.COM

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19. Domestic (within United States) Shipments

SHIPPING INSTRUCTIONS: PLEASE SHIP TO US AS FOLLOWS: - UP TO 150 LBS SHIP VIA FEDEX GROUND - OVER 150 LBS OR OVERDIMENSIONAL CONTACT BLUEGRACE LOGISTICS, ANDREW MEGRONIGLE ANDREWM@BLUEGRACEGROUP.COM. PLEASE EMAIL ANDREW THE FOLLOWING INFORMATION: PICK UP AND DELIVERY ADDRESSES, CONTACT NAMES & PHONE NUMBERS, DIMENSIONS & WEIGHT AND COMMODITY DESCRIPTION. ANY QUESTIONS, CALL ANDREW @ 813-906-5036 - PO/RO NUMBER MUST BE REFERENCED ON THE SHIPPING LABEL

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20. International (outside of United States) Shipments

SHIPPING INSTRUCTIONS: PLEASE SHIP THE PARTS TO US AS FOLLOWS: - UP TO 150 LBS (68 KG) SHIP VIA FEDEX INT’L ECONOMY - OVER 150 LBS (68 KG) SHIP VIA UPS AIR FREIGHT DIRECT - UNDER 150 LBS (68 KG) BUT MORE THAN 4.5 CUBIC FEET (127.5 CUBIC CM) SHIP VIA UPS AIR FREIGHT DIRECT - PO/RO NUMBER MUST BE REFERENCED ON THE SHIPPING LABEL