To download a copy of our terms and conditions please click here.
1. GENERAL
These terms and conditions of sale (“Conditions of Sale”) are applicable to the sales made by the Seller to the exclusion of any other Purchaser’s general or specific conditions
of purchase which are hereby excluded, except otherwise agreed in writing by the Seller.
The Purchaser acknowledges to have read and understood these terms and conditions of sale prior to the placement of any Purchase Order.
These Conditions of Sale supersede any inconsistent condition set out in the correspondence, declarations or agreements between the parties prior to the Order.
The Conditions of Sale and the specific conditions provided for in the Order constitute the sole agreement between the Seller and the Purchaser.
These Conditions of Sale may only be modified by a written statement signed by an authorized person from the CEO or COO of the Seller, approving such modification.
The following information is provided to assist you in making enquiries and placing Purchase Orders for Item. If anything in this list is not clear to you please contact the seller.
2. DEFINITIONS
The terms hereunder defined are read and understood as singular or plural as the case may be.
“AOG” means Aircraft On Ground. The AOG service is provided only to enable an Item to be obtained for an aircraft that has been grounded whilst in service due to an
emergency situation. Purchasers will be required in all AOG circumstances to provide aircraft registration, location and the required date/time for its return to service.
“Defect” means a defect as defined in Article 17.
“Differed Order” means an order which lead-time starting date is differed from the corresponding Order Acknowledgment as defined hereunder.
“Item” means any new spare part ordered by the Purchaser and supplied by the Seller pursuant to these Conditions of Sale.
“Lead-Time” means, in calendar days, the expected maximum time from acceptance of a Purchase Order until the ordered Item are dispatched to the nominated forwarding
agent.
“Purchase Order” means an order for Item sent by the Purchaser to the Seller.
“Purchaser” means any entity which issues a Purchase Order to the Seller.
“Rush Order” means a Purchase Order requesting emergency delivery (pursuant to terms and conditions set out herein) issued by a Purchaser which is not an Operator.
Any Purchase Order which is requesting AOG, Critical or expedite delivery issued by a non Operator will be considered by the Seller as a Rush Order.
“Seller” means Sol Aviation, Inc.
Purchaser and Seller are jointly referred to as the “Parties” and separately as a “Party”.
3. PRECEDENCE
In the event of any conflict between the following documents, the order of precedence between them shall be as follows:
- The Purchase Order;
- These Conditions of Sale;
- Other documents included herein by reference.
4. PRICES
The prices indicated in quotes are applicable to the sale of Item from the date of effectively for 30 days and will remain firm and valid until superseded, unless economic or other
circumstances results in earlier revision. All prices are for individual quantities. Quotes are valid for 30 days, but are subject to clerical error and prices may be corrected or
changed without notice. All materials offered are subject to prior sale. All prices change, January 1st of each year regardless of any other factors.
The Seller may apply a surcharge to the Item prices:
Rush Order Surcharge: The Seller reserves the right to propose rush orders. As this is an additional offer, the Seller reserves the right to apply and invoice a surcharge to the
Item price (“Rush Order Surcharge”) when a non Operator requests an emergency delivery.
The Rush Order Surcharge also known as Expedite Fee shall be conditioned upon:
- Rush Order’s acceptance by the Seller subject to the availability of the corresponding Item,
The purpose of such surcharge is to cover normal delivery process disruption costs incurred by providing this emergency delivery service to a Purchaser.
Should a non Operator place an order in the name and on behalf of an Operator, the Seller may issue a credit note for the amount of the surcharge:
- If the request is made by the Operator, and
- If the substantiated evidence of an actual AOG is provided accordingly by the Operator (as per art. 7).
5. ORDERS, CHANGES, CANCELLATIONS
Purchase Orders can be placed anytime by fax or e-mail and will only be processed during normal operating hours. Normal operating hours are Monday through Friday 8:00 a.m.
to 5:00 p.m. Eastern Time. Seller shall not be liable for any consequences of a corrupted or incorrectly received Purchase Order, or for non-receipt of any Purchase Order and
the Purchaser agrees to indemnify the Seller against all such consequences. If the Seller has good reason to believe that a Purchase Order has been corrupted, then the Seller
would notify the Purchaser as soon as practicable. The Purchaser must confirm that all details set out in the Order Acknowledgement issued by the Seller are correct and must
notify the same immediately in case of any error. Where such error has not been immediately notified to the Seller, the terms, of such Order Acknowledgement will be considered
as having been duly accepted by the Purchaser.
Any Purchase Order or request for quotation shall be sent to the sell’s appropriate department. The Buyer is responsible for ensuring the correct contract information is used, to
avoid and delays.
-Sales Department: sales@solaviation.com
-Orders, Invoices, Acknowledgements: accounting@solaviation.com
A Purchase Order for Item or a request for quotation shall contain the following information:
Purchaser name (or Purchaser identification code)
Purchaser purchase order number
Order priority*
Part number
Order quantity
Unit of measure
Unit price
Shipping method & Account Number
Ship to address
* If original certification documentation is required
* If AOG, aircraft registration number and return to service date.
If you require specific or original certifications, you must clearly state on your Purchase Order at the time of placing your order. In some instances, there may be an additional
charge for some certifications. All certifications are certified copies unless request on the Purchase Order.
Telephoned requests for purchase must be confirmed in writing by the Purchaser prior to the issuance of the corresponding Order Acknowledgement. ONLY Military and
Operators may submit phone orders.
Order acknowledgment or pro-forma Invoice will be sent by e-mail, normally within 4 hours of receipt of the purchase order. This e-mail will be sent to the e-mail address on the
account or other email specifically specified on the purchase order.
Change of references
The Seller shall substitute any references to the Item by appropriate new references in order to reflect technical evolutions requested by the OEM. The Seller will inform
accordingly the Purchaser of the new reference, the price, the Lead-Time and the interchangeability.
Order changes and cancellations
Any cancellation, rescheduling, modification and/or reduction of a Purchase Order or of the terms and conditions of a Purchase Order are subject to the prior written approval of
the Seller. Unless otherwise agreed in writing by the Seller, any such cancellation made at the sole Purchaser’s request shall give rise to cancellation fees that Seller shall be
entitled to charge, in due proportion of the affected part of the Purchase Order value according to the following table:
Number of days prior to scheduled shipping date of the Item or performance of the Services Percentage of
Order value
0-15 Days 35%
16-90 Days 25%
90 and over 15%
In addition to such cancellation fees, all costs and charges incurred by the Seller in the performance of the Purchase Order and calculated until the date of cancellation and
increased by five percent (5%), shall be paid by the Purchaser. These costs may include, without restriction, handling, manufacturing costs and additional general costs incurred
by the Seller with respect to the performance of the Order. Without prejudice to the provisions of Article “Payment”, the Purchaser shall pay the Seller such charges, no later
than account terms. Failure to do so will entitle the Seller to apply the default terms and conditions as stated in Article 14. In any case, the cancellation fees shall not exceed
$250,000.
6. PACKING & SHIPPING OPTIONS
The purchase price of the Item includes packing in accordance with the OEM's own packing specifications. Any additional packing or packing crates required by the Purchaser
shall be chargeable in addition after acceptance by the Purchaser of a Seller’s quotation. The Purchaser and/or the end user shall store the Item in accordance with OEM’s
instructions as from the date of delivery. In the case of any change in such norms, the Seller shall inform the Purchaser. The Purchaser shall not modify or change howsoever,
in whole or in part, the packaging, branding or references of the Item, and shall refrain from using any Item that have been subject to such alteration or change. The Warranty
over the Item as set out hereafter shall be null and void if the storage conditions defined in such norms are not applied correctly by the Purchaser and/or the end user.
All orders are shipped via UPS, Fed-Ex DHL or Courier. Customer account numbers are required to ship orders or shipping will be invoiced. All Shipments are “EXW”, Ex Works
(INCOTERM 2000) Seller Facility, Boca Raton, FL. Shipping can be arranged on behalf of the Purchaser on a separately chargeable or "collect" basis, i.e. that the carriage,
insurance and freight charges are settled by the Purchaser. Should the Purchaser require this additional service Purchaser is requested to expressly indicate such on the
Purchase Order.
For all Items, the Purchaser is required to specify his nominated carrier/forwarding agent in the Purchase Order. Silence of the Purchaser shall entitle the Seller to elect its
nominated carrier/forwarding agent. Seller’s use of its own nominated carrier/forwarding agent despite Purchaser’s request shall not entitle the Purchaser to charge back the
Seller, nor to withhold payment of corresponding Purchase Order. Where de-regulated agents are nominated by the Purchaser, delays may be incurred that are outside the
control of the Seller. The Seller shall in no case be held liable for such delays.
If the Purchaser does not timely collect the delivered Item, the Seller will store them at the Purchaser’s account and expense. The Seller will be deemed to have achieved the
delivery and will be entitled to receive due payment after delivery of the storage certificate. Once the Item leaves the Seller’s warehouse, the Purchaser bears all transportation
and insurance costs, together with all customs duties and taxes, as well as any further additional costs incurred.
Special transportation costs incurred to satisfy a Purchaser's priority requirement shall be notified by the Seller and added to the invoice.
The delivery shall be deemed accepted by the Purchaser at the time the Item is at Purchaser’s disposal at the named delivery point. In the case of shipment of Item at the
Purchaser’s risks and costs, quantities received by the Purchaser shall be deemed to be the quantities acknowledged by the shipper or carrier at the time of departure.
7. DELIVERY
Delivery Lead-Times: The Lead-Times associated to their corresponding Item are defined as, in calendar days, the expected maximum time from Order Acknowledgement
issuance to dispatch of such Item to the Purchaser’s nominated forwarding agent. They are valid for Item required for normal stock replenishment.
Seller shall endeavor to deliver the Item in accordance with the Lead-Times set out in the quotation but these delivery times are to be treated as estimates only. The Seller
reserves the right, after written notice, to deliver the Item in a shorter Lead-Time; in such case all other terms and conditions arising from the corresponding Order and present
Conditions of Sale remain unchanged. For Item where a specific shelf/cure life is requested, a full manufacturing Lead-Time may apply. For Cash in advance (CIA), or Prepayment
Purchasers, notice is given that lead time/provisioning activity will start from date of receipt of full payment in Sol Aviation’s bank account. In this case, and notwithstanding the
article “Retention of Title” hereafter, title of the Item shall pass according to the provisions of transfer of risks stated in the applicable Incoterm.
Delay in delivery
Delay in delivery shall not enable the Purchaser to reject the Item when delivered or to fail to make complete payment accordance with the payment terms set out herein. The
Seller hereby excludes any liability to the Purchaser or any third party claiming through the Purchaser for any costs, damages or losses resulting from late delivery of any Item
howsoever caused. Purchaser shall notify the Seller of any damage to Item of and/or loss, non-delivery or quantity shortage in any Item delivered hereunder as compared with
the Purchase Order within twenty (20) days of delivery date as shown on the Seller’s shipping documents for affected order. In the case of delay in the delivery, in no event shall
the Seller be liable for incidental or consequential losses or damages, or the loss of profit, loss of revenue, loss of market or commercial loss to the Purchaser or any third party.
Emergency Deliveries
The Seller maintains a year round emergency service 24 hours a day on a 7 days a week basis and will advise the Purchaser of action taken on priority orders.
AOG requirements
Contact should be made with Sol Aviation, Inc. in order to ensure the quickest response, all AOG orders should be made by telephone in advance of the formal Purchase Order.
(Initial notification of an AOG requirement by fax or email communication shall not be considered as properly notified and might accordingly be rejected). Purchasers will be
required in all AOG circumstances to provide aircraft registration, location and the required date/time for its return to service.
AOG telephone numbers are as follows: 1-561-819-9911 opt. 7
-Helicopter Programs
In most cases an AOG service is not provided on these programs, the following expedite priority timescales will apply.
Critical (Imminent AOG or work stoppage) within 1 week (7 Days)
Expedite (less than published or quoted lead time) within 30 Days
8. RECEIPT OF ITEM
The Purchaser shall inspect the conformity of the Item supplied at the time of their delivery. Any reservation shall be notified to the Seller within twenty (20) days following the
delivery by a letter sent by registered post with acknowledgement of receipt, failing that, the Item shall be deemed to be accepted by the Purchaser without reservation.
9. RETURN OF UNUSED ITEM
All requests for return of Item are subject to the prior written agreement of the Seller. Such request shall only be taken into consideration if the Seller has been notified by fax or
email with acknowledgement of receipt within twenty (20) days following the delivery of the Item, which request is to be duly substantiated, together with undisputable evidence
(such as but not limited to pictures of Item and/or packaging) and the non conformity report of the Purchaser quality inspector. Each claim shall make reference to the Purchase
Order, as well as the date of the delivery slip identifying the affected Item. The affected Item must be in new, unused and undamaged condition.
Any return made despite refusal of the request by the Seller, shall not be taken into consideration and shall have no suspension effect on the twenty day acceptance period, as
set out in Article 8.
If the request is accepted by the Seller, the Sol Aviation, Inc. representative in charge of claims is the only authorized officer able to provide the Return Material Authorization
(RMA) document.
- Once the Purchaser has been given the RMA, the Purchaser has thirty (30) calendar days to return the Item. Failing to do so within such specified period, the validity of the
RMA shall be deemed expired. All documents are to be returned with the Item including a copy of Sol Aviation, Inc. RMA document acknowledgment and the Item is to be in its
original packaging and externally clearly labeled as an RMA
- If original documents where provide on the request the purchaser, the original FAA 8130-3, EASA Form 1, JAA Form 1, Transport Canada Certificate of Airworthiness #24-0078
or Certificate of Conformity must accompany the returned Item.
- Credit notes in respect of returned Item will not be issued until receipt of the Item at the address indicated on the RMA, and acceptance of the claim. For returns which give rise
to customs duties, the Purchaser shall specify on all declarations to the carriers the words “Returned Item exempt from customs duties”. Failing to do so, the Purchaser will be
held fully liable for all costs incurred in connection therewith. The Seller reserves the right to take delivery of the Item at the Purchaser’s facility under specific circumstances.
If the Seller’s liability is accepted by the Seller:
Shipping costs will be borne by the Seller. Address for returned Item is advised on the RMA
If the Seller’s liability is rejected by the Seller:
- The Seller reserves the right to apply a re-stocking charge (40% of current applicable Price of the affected Item) – restocking fees will be deducted from the credited amount by
the Seller at the time of the return of the Item
- Freight to the Sellers nominated warehouse, on the returned Item shall be borne by the Purchaser (under DDU Incoterm 2000), unless otherwise agreed in writing by the Sol
Aviation, Inc. Representative, who is the authorized officer of the Seller.
If the request for return is rejected by the Seller, the Sol Aviation, Inc. representative will not provide the RMA and the affected Item shall be deemed accepted without
reservation pursuant to Article 8.
Any Defects in Item becoming apparent after acceptance by the Purchaser shall be subject to the terms and conditions set forth in the “Warranty” clause hereunder.
10. EXPORT LICENCE
Domestic Customers: Will be required to sign an end user certificate, assuming all responsibility for complication of any application ITAR regulations and/or Export Laws, if not
exporting at time of order. The Seller hereby excludes any liability and is relived of any liability by the Purchaser, by signing and accepting delivery of this material. If the
Purchaser is exporting the material at time of purchase the Purchaser will provide the Seller with a copy of the State/Commerce Department export license or license number
which allows export of the item, which is the subject to the order.
International Customers: Applying for export license their self, the Purchaser will be required to provide the Seller with a copy of the State/Commerce Department export license
or license number which allows export of the item, which is the subject to the order, prior to dispatch of shipment. Sol Aviation, Inc. will apply for an export license on your
behalf (“the Purchaser”), and there will be an additional charge of $350.00 per license, per order.
MLI/CCLI property is controlled by the US Government and in many cases cannot be transferred (exported, sold or given) to a foreign country, a non-US Citizen/National or a non-
permanent US Resident without a valid State/Commerce Department export authorization. The use, disposition, export and re-export of the property covered above are subject to
the provisions of law referenced in End-Use certificate DLA Form 1822, Dec 2001, including, but not limited to, the Arms Export Control Act (22 USC 2751 et seq.); Export
Regulations (22 CFR 120 et seq.); Export Administration Regulations (15 CFR 730 et seq.); Foreign Assets Control Regulations (31 CFR 500 et seq.) and the Espionage Act (18
USC 793 et seq.).
11. PAYMENT
Payment terms: Sol Aviation, Inc. offers a verity of different payment options.
- CIA (Cash in Advance)
- COD (Collect on Delivery)
- Credit Card
- ACH (Automated Clearing House)
- Bank Wire
- Net Terms (Varies by customer, for Net Term and Discount Terms)
*Depending on multiple factors. (i.e., payment history, order history, credit)
All invoices are payable in full not later than 30 (thirty days) following the invoicing.
Item containing Defects shall be corrected under warranty and the requirement for such correction shall not affect the terms of payment.
The Seller reserves the right to alter the terms of payment without prior notice if the Purchaser fails to pay any amount owed to the Seller or if, in the Seller’s opinion, the
Purchaser’s financial condition requires such alteration. Such alteration shall be in writing and the Seller may, at the same or any subsequent time, at its discretion, suspend
delivery or terminate the supply of Item without liability to the Purchaser.
All payments due by the Purchaser shall not be subject to a right of deduction or set-off by reason of any claim of the Purchaser arising out of a Purchase Order or sale, or any
other transaction with the Seller or any duties or taxes. The Seller reserves the right to request upfront payment for any Purchase Order or equal to 100% of the unit price of the
Purchase Order. The Seller shall be entitled to withhold the issuance of the Order Acknowledgement of such Purchase Order until corresponding payment is fully received by
the Seller. However, even if such payment is not received by the Seller, if the Seller decides to issue the Order Acknowledgment, the Purchase Order shall be considered as
validly binding upon the Purchaser and the Seller. At the time of payment, the Purchaser shall identify the invoice number to which such payment relates. Payment shall be made
to the Seller by wire transfer, direct to the Seller’s Bank Account. All payments are to be made in the currency invoiced.
ACCOUNTS ENTERING COLLECTIONS WILL BE CHARGED WITH ALL ASSOCIATED COSTS.
Delay in payment: Timely payment as stipulated herein is of the essence of the Contract.
If the Seller becomes aware of a lack of Purchaser's financial capacity or a payment incident, the Seller shall be entitled at any time to require immediate payment; the vouchers
and bills of exchange for the payments of invoices must be established in the name of the Seller.
The non-payment of invoices payable any single due date will immediately cancel the deferred payment term. Accordingly the whole price will become immediately payable and
furthermore the Seller reserves the right to suspend the performance of its own obligations until such time as the overdue payment is received.
Without prejudice to the Article «Retention of Title” hereunder, and if any amount due to the Seller remains unpaid after the date on which it is payable (the Due Date), the Seller
shall be entitled to charge interest on such sum from the Due Date until the actual date of payment of such a sum at a rate of three times the legal interest rate in force at the time
when the payment should have been made. The penalties are due the day after the payment date set out by the invoice, without any notice being necessary.
An additional amount of ten percent (10%) of the unpaid invoice amount will be automatically payable by the Purchaser to the Seller in compensation for costs incurred in
connection with such delay.
In order to provide payments update information and share pro-actively any issue that might affect the timely payments, the following address is to be used:
accounting@solaviation.com
New Purchaser Terms:
The Seller reserves the right to approve or deny any credit applications in its absolute discretion.
All new Purchasers wishing to place Purchase Orders with the Seller must provide, at the Seller’s request, either an irrevocable, confirmed letter of credit in accordance with
Seller’s requirements or advance payment for the amount of the Purchase Order.
Existing Purchasers wishing to revise their credit limits should contact the Seller.
Order cancellation for Cash in Advance Purchaser:
The Seller shall be entitled, without prior notice; to cancel a Purchase Order placed by a Purchaser under Cash In Advance payment terms if the payment is not received within
20 days after the Purchase Order has been placed by the Purchaser and a cancelation fee applied according to Section 5.
12. RETENTION OF TITLE
The Purchaser hereby agrees that title to the Item provided by the Seller shall be retained by the Seller and shall not pass from the Seller to the Purchaser until payment in full of
all sums due and payable by the Purchaser. The Purchaser acknowledges that this Article 12 is to be construed as retention of title clause or security interest clause to include
but not limited to the following, as such terms are construed in U.C.C. (Uniform Commercial Code), ARTICLE 1 & 9, CISG (Contracts for the International Sale of Goods), lex loci rei
sitae and Lex loci contractus or any other applicable law protecting the Seller’s retention of title or security interest, until such time the Seller receives payment in full. Until such
time as title to the Item provided by the Seller shall pass from the Seller to the Purchaser:
I. The Purchaser shall treat the Item subject to retention of title with the due care and shall store them separately from Item owned by other suppliers to ensure that they shall be
identified as Purchaser’ s property. The Purchaser shall notify Seller, without any delay and by registered letter with acknowledgement of receipt, of all material incidents or
legal changes (such as a third party’s claim) which could affect the Item subject to retention of title;
II. The Seller shall have absolute authority to retake, sell or otherwise deal with or dispose of all; any or part of the Item in which title remains vested in the Seller;
III. For the purpose specified in (i) above, the Seller or any of its agents or authorized representatives shall be entitled at any time and without notice to enter upon any premises
in which the Item or any part thereof, or any aircraft on which the Item or any part thereof is installed, is stored, kept or used, or is reasonably believed so to be;
IV. The Seller shall be entitled to seek a court injunction to the Purchaser from selling, transferring or otherwise disposing of the Item.
The Purchaser shall ensure compliance with Seller’s rights and interests under this Article 12 in all circumstances, by any means and at its own expenses and not do or
knowingly permit to be done any act or thing which might reasonably be expected to jeopardize the Seller’s rights and interests under this Article 12. If the Purchaser fails to
carry out its obligations in respect of this Article 12, the Purchaser shall indemnify the Seller against all cost, expenses and damages which the Seller may incur or suffer due to
this failure.
The Purchaser will to the extent possible under applicable laws and at its costs register, or procure that the same be registered, the retention of title clause appearing in this
Article 12 over the Item in the appropriate registry of title and security in the Purchaser’s jurisdiction. The Purchaser further acknowledges that the Seller is entitled to notify to
any third party the existence and the terms of all or part of these Terms, including this Article 12, in a form and substance satisfactory to the Seller, at the cost of the Purchaser.
Should judicial proceedings prove to be necessary to allow the Seller to retake possession of the Item either subject to attachment or otherwise in possession of any third party,
the Purchaser agrees to allow access by the Seller representatives to the Item at any time if still under the possession of the Purchaser and shall bear all costs resulting from
any such judicial proceedings.
13. CONFIDENTIALITY
The Purchaser shall keep confidential and protect against any release to third parties, the documents, information and data identified as confidential, received from the Seller in
relation to the Purchase Order (the “Confidential Information”).
The Purchaser shall:
I. Hold in strict confidence the Confidential Information, and
II. Not disclose or place at the disposal of third parties the Confidential Information without prior written agreement of the Seller, and
III. Ensure that its personnel comply with all such obligations contained in this Article 13.
The Purchaser shall not reproduce or have reproduced the Confidential Information without the prior written agreement of the Seller. Upon Seller’s request, the Purchaser shall
promptly return the Confidential Information or take the necessary measures as indicated by the Seller. The confidentiality obligations contained herein shall continue during a
twenty (20) year period following the delivery of the last Purchase Order to the Purchaser.
14. TERMINATION OF THE PURCHASE ORDER
The Seller shall be entitled to terminate the Purchase Order immediately in full or in part in the following cases:
In the event of failure by the Purchaser to perform any of its contractual obligations – such as payment - that has not been cured within eight (8) days following the receipt of a
formal request to cure such breach.
In such a case, the full amount of the sums owed by the Purchaser shall become immediately payable and the Seller reserves the right to obtain full indemnification of the
prejudice it suffered by it as a consequence of the Purchaser’s failure. In addition, the Seller reserves the right to suspend the performance of any outstanding Purchase Orders
issued by the Purchaser, or any future Purchase Order, until the failure is duly remedied to the satisfaction of the Seller.
If necessary, the Seller may, at any time, request the return of all documents relating to the Item and belonging to the Seller which the Purchaser has in its possession without
the need for service of a formal request. The Purchaser undertakes to return such documents without delay.
The Purchaser shall indemnify the Seller against all costs and expenses (including costs of carriage) incurred by it in connection with such restitution. It is expressly agreed that
the Seller is fully entitled to set off at all times any amounts owing to the Purchaser against any sums owed by the Client.
15. INTELLECTUAL PROPERTY RIGHTS
The plans, diagrams, specifications, technical and commercial nomenclature, documents of recommendation, instructions, patents, models, drawings, research, study and test
results, any piece of information included, are and shall remain the property of the Seller. Accordingly, the Purchaser shall refrain from disclosing or duplicating them without the
prior written agreement of the seller.
In case the Items are designed and manufactured in accordance with any plans, drawings or specifications provided by the Purchaser, the latter shall indemnify and hold the
Seller harmless against any and all claims and damages resulting from any alleged or effective infringement of any third party’s industrial or intellectual property rights
belonging to third parties relating to the use by the Seller of the above mentioned documents.
The Items, as well as their packaging, are sold under the “the Seller” trademark, to the express exclusion of all other trademarks, unless the Seller has given its prior written
approval.
16. PROHIBITION OF SALES TO THIRD PARTIES
The Purchaser shall not transfer any rights or obligations under a Purchase Order in whole or in part without having obtained the prior written agreement of the Seller.
17. WARRANTY
General Warranty
Items sold by Sol Aviation, Inc. are warranted by the OEM (original equipment manufacturer) and are subject to their terms and conditions. Sol Aviation, Inc. will coordinate with
both the customer and manufacturer to ensure a proper and expedited solution is found. The Item sold by the Seller to the Purchaser under these Terms shall conform to
applicable drawings and specifications and be free from defects in workmanship and material (collectively “Defects”). The terms of Warranty shall commence immediately upon
initial delivery of the Item to the Purchaser, in accordance with the Article “Incoterm” of the present Conditions of Sale and continue for a period of 12 months thereafter.
ALL SHIPMENTS FOR POTENTIAL WARRANTY MUST FIRST HAVE A RETURNED MATERIAL AUTHORIZATION (RMA) NUMBER BEFORE THEY WILL BE ACCEPTED BY SOL AVIATION,
INC. MATERIAL RETURNED WITHOUT AN RMA NUMBER WILL BE RETURNED TO CUSTOMER AT THEIR EXPENSE.
Warranty Claims
Warranty is valid only if such defects of workmanship and material as aforesaid are discovered within such period and notified to the Seller through Sol Aviation, Inc. and is
duly documented as per Seller’s instructions dependent upon the affected Item in writing within ten (10) days of discovery, provided the Item has been used, handled, stored,
maintained, installed and operated in accordance with sound aviation practice including any published instructions. The Seller will not take into account a Warranty claim that
has not been reported to Sol Aviation, Inc. or that is not documented or as long as any additional required information related to the Item have not been provided by the
Purchaser.
Warranty limitations
Standard warranty shall not cover normal wear and tear. The warranty is applicable only if the product, following delivery from Purchaser to the Seller:
(i) has been transported, stored, installed, operated, handled, maintained and repaired in accordance with the then current recommendations of the original equipment
manufacturer as stated in its manual, Airworthiness Directives’, service bulletins or other written instructions;
(ii) Has not been subject to accident, misuse, abuse, neglect, negligence, or suffered foreign object damage;
(iii) Does not contain parts not specified in the original equipment manufacturer maintenance manuals and does not contain non original equipment manufactured parts;
(iv) Has not been used in a damage state;
(v) Has its identification plate legible;
(vi) Products has not been repaired or altered by the Customer or any third party. This warranty does not apply to any malfunction of or damage to aviation products resulting from
accident, misuse, or abuse.
Moreover, this warranty does not apply to any consumables products since these products can be affected adversely by undue exposure to heat, sun, water, ozone, or other
deteriorative elements.
The Purchasers are advised that use of replacement parts not officially authorized or approved may substantially impede the engineered product performance. Therefore, if such
unauthorized parts are used, this warranty will be void and the Purchaser shall solely assume the full responsibility for any liability or performance degradation including
affected authorized parts and assemblies, cost of operation and safety of operation of the entire engineering assembly resulting thereof. In addition, the OEM reserves the right,
in such a case, to reject all warranty claims which the defaulted Purchaser might make with respect to any of the Items delivered to the Purchaser since the date the use of
unauthorized part has been identified.
Further, this Warranty and/or any other warranty, statutory or otherwise, shall not apply where an aircraft, or system thereof, on which the Item is installed, is not operated or
maintained in accordance with the aircraft or system manufacturer’s written instructions and all standard practices laid down by the applicable aviation authorities of any
country in which the aircraft is operated and/or has been operated subsequent to its involvement in an accident resulting in “substantial damage” thereto as such term is now
defined in the Safety Board or where the Item has been in storage or immobilized for one (1) year from date of acceptance by the Purchaser. The Seller shall not constitute an
installation certification of the Item. If the Item ordered does not fit with the type, configuration or standard of aircraft in which the Item shall be installed, the Seller shall neither
warrant nor be liable for any direct or indirect damages arising from such installation.
For the purpose of this Warranty, an Item shall not be regarded as containing a Defect merely because some modification or alteration thereof is required to be made by an
Airworthiness Authority or by any manufacturer’s service bulletin after delivery of the Item.
The Purchaser is requested to return to the Seller any Item found to contain Defects under warranty. The Seller shall acknowledge receipt of the warranty claim only when all
required documents have been sent by the Operator to Sol Aviation, Inc. The Seller’s obligation under this Warranty shall be limited to the repair of any such Item or at its option
the replacement thereof with a similar item of identical, or OEM authorized alternative part number but free from Defect. If workmanship or material on the Item is proved to the
Seller’s satisfaction to contain a Defect and under Warranty, such repair or replacement shall be made by the Seller without charge and the Seller will also pay one-way packing
and transportation charges. Any Item alleged to contain a Defect and under warranty shall be identified, properly packed and returned prepaid to the Seller or as otherwise
directed by the Seller. Any such repair or replacement by the Seller shall also be accomplished diligently and the period of this Warranty shall
(i) be extended for a period equal to the period of time it took the Seller to correct the defect and return the Item to the Purchaser, or
(ii) Have the benefit of the unexpired portion of the original Item’s warranty in case of replacement.
THE OBLIGATIONS AND LIABILITIES OF THE SELLER AND THE REMEDIES OF THE PURCHASER EXPRESSLY STATED IN THIS WARRANTY (AND IN ANY AGREEMENT OF WHICH
THIS WARRANTY MAY BE A PART) ARE IN LIEU OF, AND THE PURCHASER UPON ACCEPTANCE OF ANY ITEM SHALL THEREBY AS A CONDITION OF SUCH ACCEPTANCE WAIVE,
AS TO THE SELLER AND ITS ASSOCIATED COMPANIES, ALL OTHER CONDITIONS AND WARRANTIES (WHETHER AS TO MERCHANTABILITY, FITNESS, QUALITY, STANDARD OF
WORKMANSHIP, FREEDOM FROM DEFECTS OR OTHERWISE) AND GUARANTEES OR LIABILITIES OF ANY KIND, EXPRESS OR IMPLIED BY LAW OR OTHERWISE, AND THE
SELLER AND ITS ASSOCIATED COMPANIES SHALL NOT BE LIABLE TO THE PURCHASER IN RESPECT OF ANY INJURY, LOSS OR DAMAGE WHETHER SPECIAL, DIRECT,
INCIDENTAL OR CONSEQUENTIAL (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR SAVINGS, LOSS OF USE OR LOSS OF DATA) AND WHETHER ANY CLAIM IS BASED
UPON THEORIES OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHERWISE.
This Warranty shall not be extended, altered or varied except by a written instrument executed by the Seller.
This Warranty is non-transferable and is applicable only to the original Purchaser to whom it was granted.
If any dispute arises regarding this Warranty it shall be construed and interpreted in accordance with Article 20 hereunder.
Costs for the return of the Item, including but not limited to removal and transportation costs, to the Seller’s indicated place shall be borne by the Purchaser.
Units returned to Sol Aviation, Inc. for warranty consideration are to be returned at the shipper’s expense. If the unit is found to be in warranty by the manufacturer, freight
charges will be reimbursed by Sol Aviation, Inc. upon receipt of invoice from the customer and a copy of their freight invoice from the carrier. Please do not send units to Sol
Aviation, Inc. with collect freight charges since we do not accept these charges. If the unit is damaged during shipping or lost in shipment, you – the shipper – must submit a
claim against the carrier. This is in accordance to ICC regulations.
When the unit is determined to be under warranty:
1. The unit may be repaired and returned to serviceable condition.
2. If, after evaluation, the unit is determined to be non-repairable (Scrap), the manufacturer may:
a. Offer a replacement unit to the customer.
b. Provide the customer the option to "SCRAP" the unit in-house (at the manufacturer). When this occurs the manufacturer will supply a "SCRAP" certificate issued to the
customer.
3. If the condition stated in the manufacturer’s evaluation report is "No Fault Found (NFF)", this is not covered under warranty. In this situation the customer is responsible for
any evaluation charges submitted by the manufacturer along with the freight charges to have the unit returned.
When the unit is determined to be out of warranty:
1. The unit will be evaluated for repair and the customer advised. Charges for this service may apply.
2. If, after evaluation, the manufacturer determines that the unit is non-repairable (SCRAP), the manufacturer may offer the customer the option to "SCRAP" the unit in-house (at
the manufacturer). When this occurs the manufacturer will supply a "SCRAP" certificate issued to the customer. Charges for this service may apply.
18. FORCE MAJEURE
The Seller shall not be liable for delay in performing or failure to perform obligations if the delay or failure results from events, circumstances or causes beyond its reasonable
control and not occasioned by its fault or negligence, including but not limited to, acts of God or the public enemy, war, warlike operations, terrorism, insurrections or riots, civil
or foreign armed aggression, sabotage, fires, floods, exploding, earthquakes, natural disasters or serious accidents, epidemics or quarantine restrictions, any act of government
or any agency or subdivision thereof, judicial action, government requisition, restrictions, regulations or decrees relating to necessary supplies, governmental priorities,
allocation regulations or orders affecting materials, facilities or completed Item, strikes or labor troubles causing cessation,
slowdown or interruption of work, inability after due and timely diligence to procure materials, accessories, Item or parts, failure or delay in transportation, failure of a
subcontractor or the Seller to furnish materials, accessories, Item or parts due to the above mentioned causes.
Such delay or failure shall not constitute a breach of these Conditions of Sale and the time for performance shall be extended by a period equivalent to that during which
performance is so prevented.
19. TITLE AND RISK – INSURANCE – LIABILITY
Notwithstanding the provisions related to the Retention of Title, risk on Item shall pass to the Purchaser at the time the Item are placed at the Purchaser’s disposal, in
accordance with the Incoterms published by the International Chamber of Commerce (2000) applicable to the Purchase Order.
The Purchaser undertakes to subscribe and maintain until the transfer of title or return of the Item to the Purchaser, from an AAA insurance company, a warranty to cover “all
risks property damage” to Item placed at its disposal or delivered. This insurance shall be sufficient to cover at all times the replacement value of the Item until full payment for
the Item.
The Purchaser shall provide the Seller on demand with the corresponding certificate issued by the insurance company and shall identify the type of insurance policy, the amount
of the coverage and the termination date.
The Seller will be mentioned as an additional insured under such Purchaser’s insurance policies and that in case of any claim, for whatever reason, the compensation shall be
paid by the Purchaser’s Insurance Company directly to the Seller. Provisions for expiry of an insurance policy in case of a fault by the Purchaser shall not be opposed by the
Purchaser’s insurers to the Seller.
Furthermore, the insurance policies shall stipulate that the Purchaser’s Insurance Company waives any right to claim against the Seller and its insurance companies. The
liability of the Seller to the Purchaser arising out of or connected with or resulting from the repair, overhaul, sale, possession, use or handling of any Item or Services whether in
contract, tort (including negligence) or otherwise shall not in any event exceed the purchase price of the Item or services giving rise to Purchaser’s claim. In no event shall the
Seller be liable for incidental or consequential losses or damages, or the loss of profit, loss of revenue, loss of market or commercial loss.
20. CHANGE IN THE LEGAL SITUATION OF THE PURCHASER
The Purchaser shall give written notice of any change in its share capital composition such as a change of control, merger, acquisition and any winding up resolution, or sale of
its goodwill, within thirty (30) days of its occurrence.
The Purchaser shall notably inform the Seller of any acquisition of shares in its
capital even minority rights, by any company from the aeronautic sector, directly or indirectly, or by any other company having a conflict of interest with the Seller, within thirty
(30) days of its occurrence.
In case of such acquisition of shares, granting to a third party the control of the Purchaser’s policy, the proper performance of the Purchase Order shall be guaranteed by that
third party and the latter shall be jointly and severally liable for the contractual undertakings of the Purchaser, in accordance with an express statement, to be notified to the
Seller within a two (2) months delay as of the occurrence of such acquisition of shares.
If such a guarantee is not provided for within the required timeframe, the Seller shall be entitled to terminate the Purchase Order under the conditions of clause “Termination”
and without prejudice to any compensation that the Seller could claim.
21. SEVERABILITY
Any portion of this Agreement determined to be contrary to any controlling law, rule or regulation shall be revised or deleted and the remaining balance of this Agreement will
remain in full force and effect.
22. LAW AND JURISDICTION
These Conditions of Sale and any Purchase Order taken under these Conditions of Sale and any dispute arising in relation to them shall be governed by and construed in all
respects in accordance with United States laws, in the state of Florida.
The Seller and the Purchaser agree to exclude the application of Vienna Convention of April 11th, 1980 related to the international sale of Item to the exception of its article 39.
The Purchaser hereby irrevocably consents to and submits itself to the jurisdiction of the District Court for Palm Beach County, Florida for the purpose of any suit, action or other
judicial proceeding arising out of or connected with these Conditions of Sale and any Purchase Order or the performance or subject matter thereof.
The sales agreement was formed in the state of Florida and shall be governed by the laws of the state of
Florida. Purchaser hereby submits itself to the jurisdiction of the State of Florida for all disputes arising from or relating to this Agreement or either parties’ performance (or lack
thereof) of any obligation under this Agreement. Venue for adjudicating the merits of any claim arising from this agreement shall be solely the Florida District Court for Palm
Beach County, Florida, and Purchaser hereby waives any claim of improper venue or that such forum is not convenient Claims made under this agreement shall be made within
twelve months of the date of purchase, and the parties to this agreement hereby waive any longer statute of limitations that may be applicable. In the event that legal action is
instituted to enforce the terms of this agreement, the prevailing party shall be entitled to reasonable attorney’s fees and costs including costs of collection and reclaiming
inventory.
23. LANGUAGE
Unless otherwise agreed between the Seller and the Purchaser, all correspondence and documentation shall be written in the English language.
1. GENERAL
These terms and conditions of sale (“Conditions of Sale”) are applicable to the sales made by the Seller to the exclusion of any other Purchaser’s general or specific conditions
of purchase which are hereby excluded, except otherwise agreed in writing by the Seller.
The Purchaser acknowledges to have read and understood these terms and conditions of sale prior to the placement of any Purchase Order.
These Conditions of Sale supersede any inconsistent condition set out in the correspondence, declarations or agreements between the parties prior to the Order.
The Conditions of Sale and the specific conditions provided for in the Order constitute the sole agreement between the Seller and the Purchaser.
These Conditions of Sale may only be modified by a written statement signed by an authorized person from the CEO or COO of the Seller, approving such modification.
The following information is provided to assist you in making enquiries and placing Purchase Orders for Item. If anything in this list is not clear to you please contact the seller.
2. DEFINITIONS
The terms hereunder defined are read and understood as singular or plural as the case may be.
“AOG” means Aircraft On Ground. The AOG service is provided only to enable an Item to be obtained for an aircraft that has been grounded whilst in service due to an
emergency situation. Purchasers will be required in all AOG circumstances to provide aircraft registration, location and the required date/time for its return to service.
“Defect” means a defect as defined in Article 17.
“Differed Order” means an order which lead-time starting date is differed from the corresponding Order Acknowledgment as defined hereunder.
“Item” means any new spare part ordered by the Purchaser and supplied by the Seller pursuant to these Conditions of Sale.
“Lead-Time” means, in calendar days, the expected maximum time from acceptance of a Purchase Order until the ordered Item are dispatched to the nominated forwarding
agent.
“Purchase Order” means an order for Item sent by the Purchaser to the Seller.
“Purchaser” means any entity which issues a Purchase Order to the Seller.
“Rush Order” means a Purchase Order requesting emergency delivery (pursuant to terms and conditions set out herein) issued by a Purchaser which is not an Operator.
Any Purchase Order which is requesting AOG, Critical or expedite delivery issued by a non Operator will be considered by the Seller as a Rush Order.
“Seller” means Sol Aviation, Inc.
Purchaser and Seller are jointly referred to as the “Parties” and separately as a “Party”.
3. PRECEDENCE
In the event of any conflict between the following documents, the order of precedence between them shall be as follows:
- The Purchase Order;
- These Conditions of Sale;
- Other documents included herein by reference.
4. PRICES
The prices indicated in quotes are applicable to the sale of Item from the date of effectively for 30 days and will remain firm and valid until superseded, unless economic or other
circumstances results in earlier revision. All prices are for individual quantities. Quotes are valid for 30 days, but are subject to clerical error and prices may be corrected or
changed without notice. All materials offered are subject to prior sale. All prices change, January 1st of each year regardless of any other factors.
The Seller may apply a surcharge to the Item prices:
Rush Order Surcharge: The Seller reserves the right to propose rush orders. As this is an additional offer, the Seller reserves the right to apply and invoice a surcharge to the
Item price (“Rush Order Surcharge”) when a non Operator requests an emergency delivery.
The Rush Order Surcharge also known as Expedite Fee shall be conditioned upon:
- Rush Order’s acceptance by the Seller subject to the availability of the corresponding Item,
The purpose of such surcharge is to cover normal delivery process disruption costs incurred by providing this emergency delivery service to a Purchaser.
Should a non Operator place an order in the name and on behalf of an Operator, the Seller may issue a credit note for the amount of the surcharge:
- If the request is made by the Operator, and
- If the substantiated evidence of an actual AOG is provided accordingly by the Operator (as per art. 7).
5. ORDERS, CHANGES, CANCELLATIONS
Purchase Orders can be placed anytime by fax or e-mail and will only be processed during normal operating hours. Normal operating hours are Monday through Friday 8:00 a.m.
to 5:00 p.m. Eastern Time. Seller shall not be liable for any consequences of a corrupted or incorrectly received Purchase Order, or for non-receipt of any Purchase Order and
the Purchaser agrees to indemnify the Seller against all such consequences. If the Seller has good reason to believe that a Purchase Order has been corrupted, then the Seller
would notify the Purchaser as soon as practicable. The Purchaser must confirm that all details set out in the Order Acknowledgement issued by the Seller are correct and must
notify the same immediately in case of any error. Where such error has not been immediately notified to the Seller, the terms, of such Order Acknowledgement will be considered
as having been duly accepted by the Purchaser.
Any Purchase Order or request for quotation shall be sent to the sell’s appropriate department. The Buyer is responsible for ensuring the correct contract information is used, to
avoid and delays.
-Sales Department: sales@solaviation.com
-Orders, Invoices, Acknowledgements: accounting@solaviation.com
A Purchase Order for Item or a request for quotation shall contain the following information:
Purchaser name (or Purchaser identification code)
Purchaser purchase order number
Order priority*
Part number
Order quantity
Unit of measure
Unit price
Shipping method & Account Number
Ship to address
* If original certification documentation is required
* If AOG, aircraft registration number and return to service date.
If you require specific or original certifications, you must clearly state on your Purchase Order at the time of placing your order. In some instances, there may be an additional
charge for some certifications. All certifications are certified copies unless request on the Purchase Order.
Telephoned requests for purchase must be confirmed in writing by the Purchaser prior to the issuance of the corresponding Order Acknowledgement. ONLY Military and
Operators may submit phone orders.
Order acknowledgment or pro-forma Invoice will be sent by e-mail, normally within 4 hours of receipt of the purchase order. This e-mail will be sent to the e-mail address on the
account or other email specifically specified on the purchase order.
Change of references
The Seller shall substitute any references to the Item by appropriate new references in order to reflect technical evolutions requested by the OEM. The Seller will inform
accordingly the Purchaser of the new reference, the price, the Lead-Time and the interchangeability.
Order changes and cancellations
Any cancellation, rescheduling, modification and/or reduction of a Purchase Order or of the terms and conditions of a Purchase Order are subject to the prior written approval of
the Seller. Unless otherwise agreed in writing by the Seller, any such cancellation made at the sole Purchaser’s request shall give rise to cancellation fees that Seller shall be
entitled to charge, in due proportion of the affected part of the Purchase Order value according to the following table:
Number of days prior to scheduled shipping date of the Item or performance of the Services Percentage of
Order value
0-15 Days 35%
16-90 Days 25%
90 and over 15%
In addition to such cancellation fees, all costs and charges incurred by the Seller in the performance of the Purchase Order and calculated until the date of cancellation and
increased by five percent (5%), shall be paid by the Purchaser. These costs may include, without restriction, handling, manufacturing costs and additional general costs incurred
by the Seller with respect to the performance of the Order. Without prejudice to the provisions of Article “Payment”, the Purchaser shall pay the Seller such charges, no later
than account terms. Failure to do so will entitle the Seller to apply the default terms and conditions as stated in Article 14. In any case, the cancellation fees shall not exceed
$250,000.
6. PACKING & SHIPPING OPTIONS
The purchase price of the Item includes packing in accordance with the OEM's own packing specifications. Any additional packing or packing crates required by the Purchaser
shall be chargeable in addition after acceptance by the Purchaser of a Seller’s quotation. The Purchaser and/or the end user shall store the Item in accordance with OEM’s
instructions as from the date of delivery. In the case of any change in such norms, the Seller shall inform the Purchaser. The Purchaser shall not modify or change howsoever,
in whole or in part, the packaging, branding or references of the Item, and shall refrain from using any Item that have been subject to such alteration or change. The Warranty
over the Item as set out hereafter shall be null and void if the storage conditions defined in such norms are not applied correctly by the Purchaser and/or the end user.
All orders are shipped via UPS, Fed-Ex DHL or Courier. Customer account numbers are required to ship orders or shipping will be invoiced. All Shipments are “EXW”, Ex Works
(INCOTERM 2000) Seller Facility, Boca Raton, FL. Shipping can be arranged on behalf of the Purchaser on a separately chargeable or "collect" basis, i.e. that the carriage,
insurance and freight charges are settled by the Purchaser. Should the Purchaser require this additional service Purchaser is requested to expressly indicate such on the
Purchase Order.
For all Items, the Purchaser is required to specify his nominated carrier/forwarding agent in the Purchase Order. Silence of the Purchaser shall entitle the Seller to elect its
nominated carrier/forwarding agent. Seller’s use of its own nominated carrier/forwarding agent despite Purchaser’s request shall not entitle the Purchaser to charge back the
Seller, nor to withhold payment of corresponding Purchase Order. Where de-regulated agents are nominated by the Purchaser, delays may be incurred that are outside the
control of the Seller. The Seller shall in no case be held liable for such delays.
If the Purchaser does not timely collect the delivered Item, the Seller will store them at the Purchaser’s account and expense. The Seller will be deemed to have achieved the
delivery and will be entitled to receive due payment after delivery of the storage certificate. Once the Item leaves the Seller’s warehouse, the Purchaser bears all transportation
and insurance costs, together with all customs duties and taxes, as well as any further additional costs incurred.
Special transportation costs incurred to satisfy a Purchaser's priority requirement shall be notified by the Seller and added to the invoice.
The delivery shall be deemed accepted by the Purchaser at the time the Item is at Purchaser’s disposal at the named delivery point. In the case of shipment of Item at the
Purchaser’s risks and costs, quantities received by the Purchaser shall be deemed to be the quantities acknowledged by the shipper or carrier at the time of departure.
7. DELIVERY
Delivery Lead-Times: The Lead-Times associated to their corresponding Item are defined as, in calendar days, the expected maximum time from Order Acknowledgement
issuance to dispatch of such Item to the Purchaser’s nominated forwarding agent. They are valid for Item required for normal stock replenishment.
Seller shall endeavor to deliver the Item in accordance with the Lead-Times set out in the quotation but these delivery times are to be treated as estimates only. The Seller
reserves the right, after written notice, to deliver the Item in a shorter Lead-Time; in such case all other terms and conditions arising from the corresponding Order and present
Conditions of Sale remain unchanged. For Item where a specific shelf/cure life is requested, a full manufacturing Lead-Time may apply. For Cash in advance (CIA), or Prepayment
Purchasers, notice is given that lead time/provisioning activity will start from date of receipt of full payment in Sol Aviation’s bank account. In this case, and notwithstanding the
article “Retention of Title” hereafter, title of the Item shall pass according to the provisions of transfer of risks stated in the applicable Incoterm.
Delay in delivery
Delay in delivery shall not enable the Purchaser to reject the Item when delivered or to fail to make complete payment accordance with the payment terms set out herein. The
Seller hereby excludes any liability to the Purchaser or any third party claiming through the Purchaser for any costs, damages or losses resulting from late delivery of any Item
howsoever caused. Purchaser shall notify the Seller of any damage to Item of and/or loss, non-delivery or quantity shortage in any Item delivered hereunder as compared with
the Purchase Order within twenty (20) days of delivery date as shown on the Seller’s shipping documents for affected order. In the case of delay in the delivery, in no event shall
the Seller be liable for incidental or consequential losses or damages, or the loss of profit, loss of revenue, loss of market or commercial loss to the Purchaser or any third party.
Emergency Deliveries
The Seller maintains a year round emergency service 24 hours a day on a 7 days a week basis and will advise the Purchaser of action taken on priority orders.
AOG requirements
Contact should be made with Sol Aviation, Inc. in order to ensure the quickest response, all AOG orders should be made by telephone in advance of the formal Purchase Order.
(Initial notification of an AOG requirement by fax or email communication shall not be considered as properly notified and might accordingly be rejected). Purchasers will be
required in all AOG circumstances to provide aircraft registration, location and the required date/time for its return to service.
AOG telephone numbers are as follows: 1-561-819-9911 opt. 7
-Helicopter Programs
In most cases an AOG service is not provided on these programs, the following expedite priority timescales will apply.
Critical (Imminent AOG or work stoppage) within 1 week (7 Days)
Expedite (less than published or quoted lead time) within 30 Days
8. RECEIPT OF ITEM
The Purchaser shall inspect the conformity of the Item supplied at the time of their delivery. Any reservation shall be notified to the Seller within twenty (20) days following the
delivery by a letter sent by registered post with acknowledgement of receipt, failing that, the Item shall be deemed to be accepted by the Purchaser without reservation.
9. RETURN OF UNUSED ITEM
All requests for return of Item are subject to the prior written agreement of the Seller. Such request shall only be taken into consideration if the Seller has been notified by fax or
email with acknowledgement of receipt within twenty (20) days following the delivery of the Item, which request is to be duly substantiated, together with undisputable evidence
(such as but not limited to pictures of Item and/or packaging) and the non conformity report of the Purchaser quality inspector. Each claim shall make reference to the Purchase
Order, as well as the date of the delivery slip identifying the affected Item. The affected Item must be in new, unused and undamaged condition.
Any return made despite refusal of the request by the Seller, shall not be taken into consideration and shall have no suspension effect on the twenty day acceptance period, as
set out in Article 8.
If the request is accepted by the Seller, the Sol Aviation, Inc. representative in charge of claims is the only authorized officer able to provide the Return Material Authorization
(RMA) document.
- Once the Purchaser has been given the RMA, the Purchaser has thirty (30) calendar days to return the Item. Failing to do so within such specified period, the validity of the
RMA shall be deemed expired. All documents are to be returned with the Item including a copy of Sol Aviation, Inc. RMA document acknowledgment and the Item is to be in its
original packaging and externally clearly labeled as an RMA
- If original documents where provide on the request the purchaser, the original FAA 8130-3, EASA Form 1, JAA Form 1, Transport Canada Certificate of Airworthiness #24-0078
or Certificate of Conformity must accompany the returned Item.
- Credit notes in respect of returned Item will not be issued until receipt of the Item at the address indicated on the RMA, and acceptance of the claim. For returns which give rise
to customs duties, the Purchaser shall specify on all declarations to the carriers the words “Returned Item exempt from customs duties”. Failing to do so, the Purchaser will be
held fully liable for all costs incurred in connection therewith. The Seller reserves the right to take delivery of the Item at the Purchaser’s facility under specific circumstances.
If the Seller’s liability is accepted by the Seller:
Shipping costs will be borne by the Seller. Address for returned Item is advised on the RMA
If the Seller’s liability is rejected by the Seller:
- The Seller reserves the right to apply a re-stocking charge (40% of current applicable Price of the affected Item) – restocking fees will be deducted from the credited amount by
the Seller at the time of the return of the Item
- Freight to the Sellers nominated warehouse, on the returned Item shall be borne by the Purchaser (under DDU Incoterm 2000), unless otherwise agreed in writing by the Sol
Aviation, Inc. Representative, who is the authorized officer of the Seller.
If the request for return is rejected by the Seller, the Sol Aviation, Inc. representative will not provide the RMA and the affected Item shall be deemed accepted without
reservation pursuant to Article 8.
Any Defects in Item becoming apparent after acceptance by the Purchaser shall be subject to the terms and conditions set forth in the “Warranty” clause hereunder.
10. EXPORT LICENCE
Domestic Customers: Will be required to sign an end user certificate, assuming all responsibility for complication of any application ITAR regulations and/or Export Laws, if not
exporting at time of order. The Seller hereby excludes any liability and is relived of any liability by the Purchaser, by signing and accepting delivery of this material. If the
Purchaser is exporting the material at time of purchase the Purchaser will provide the Seller with a copy of the State/Commerce Department export license or license number
which allows export of the item, which is the subject to the order.
International Customers: Applying for export license their self, the Purchaser will be required to provide the Seller with a copy of the State/Commerce Department export license
or license number which allows export of the item, which is the subject to the order, prior to dispatch of shipment. Sol Aviation, Inc. will apply for an export license on your
behalf (“the Purchaser”), and there will be an additional charge of $350.00 per license, per order.
MLI/CCLI property is controlled by the US Government and in many cases cannot be transferred (exported, sold or given) to a foreign country, a non-US Citizen/National or a non-
permanent US Resident without a valid State/Commerce Department export authorization. The use, disposition, export and re-export of the property covered above are subject to
the provisions of law referenced in End-Use certificate DLA Form 1822, Dec 2001, including, but not limited to, the Arms Export Control Act (22 USC 2751 et seq.); Export
Regulations (22 CFR 120 et seq.); Export Administration Regulations (15 CFR 730 et seq.); Foreign Assets Control Regulations (31 CFR 500 et seq.) and the Espionage Act (18
USC 793 et seq.).
11. PAYMENT
Payment terms: Sol Aviation, Inc. offers a verity of different payment options.
- CIA (Cash in Advance)
- COD (Collect on Delivery)
- Credit Card
- ACH (Automated Clearing House)
- Bank Wire
- Net Terms (Varies by customer, for Net Term and Discount Terms)
*Depending on multiple factors. (i.e., payment history, order history, credit)
All invoices are payable in full not later than 30 (thirty days) following the invoicing.
Item containing Defects shall be corrected under warranty and the requirement for such correction shall not affect the terms of payment.
The Seller reserves the right to alter the terms of payment without prior notice if the Purchaser fails to pay any amount owed to the Seller or if, in the Seller’s opinion, the
Purchaser’s financial condition requires such alteration. Such alteration shall be in writing and the Seller may, at the same or any subsequent time, at its discretion, suspend
delivery or terminate the supply of Item without liability to the Purchaser.
All payments due by the Purchaser shall not be subject to a right of deduction or set-off by reason of any claim of the Purchaser arising out of a Purchase Order or sale, or any
other transaction with the Seller or any duties or taxes. The Seller reserves the right to request upfront payment for any Purchase Order or equal to 100% of the unit price of the
Purchase Order. The Seller shall be entitled to withhold the issuance of the Order Acknowledgement of such Purchase Order until corresponding payment is fully received by
the Seller. However, even if such payment is not received by the Seller, if the Seller decides to issue the Order Acknowledgment, the Purchase Order shall be considered as
validly binding upon the Purchaser and the Seller. At the time of payment, the Purchaser shall identify the invoice number to which such payment relates. Payment shall be made
to the Seller by wire transfer, direct to the Seller’s Bank Account. All payments are to be made in the currency invoiced.
ACCOUNTS ENTERING COLLECTIONS WILL BE CHARGED WITH ALL ASSOCIATED COSTS.
Delay in payment: Timely payment as stipulated herein is of the essence of the Contract.
If the Seller becomes aware of a lack of Purchaser's financial capacity or a payment incident, the Seller shall be entitled at any time to require immediate payment; the vouchers
and bills of exchange for the payments of invoices must be established in the name of the Seller.
The non-payment of invoices payable any single due date will immediately cancel the deferred payment term. Accordingly the whole price will become immediately payable and
furthermore the Seller reserves the right to suspend the performance of its own obligations until such time as the overdue payment is received.
Without prejudice to the Article «Retention of Title” hereunder, and if any amount due to the Seller remains unpaid after the date on which it is payable (the Due Date), the Seller
shall be entitled to charge interest on such sum from the Due Date until the actual date of payment of such a sum at a rate of three times the legal interest rate in force at the time
when the payment should have been made. The penalties are due the day after the payment date set out by the invoice, without any notice being necessary.
An additional amount of ten percent (10%) of the unpaid invoice amount will be automatically payable by the Purchaser to the Seller in compensation for costs incurred in
connection with such delay.
In order to provide payments update information and share pro-actively any issue that might affect the timely payments, the following address is to be used:
accounting@solaviation.com
New Purchaser Terms:
The Seller reserves the right to approve or deny any credit applications in its absolute discretion.
All new Purchasers wishing to place Purchase Orders with the Seller must provide, at the Seller’s request, either an irrevocable, confirmed letter of credit in accordance with
Seller’s requirements or advance payment for the amount of the Purchase Order.
Existing Purchasers wishing to revise their credit limits should contact the Seller.
Order cancellation for Cash in Advance Purchaser:
The Seller shall be entitled, without prior notice; to cancel a Purchase Order placed by a Purchaser under Cash In Advance payment terms if the payment is not received within
20 days after the Purchase Order has been placed by the Purchaser and a cancelation fee applied according to Section 5.
12. RETENTION OF TITLE
The Purchaser hereby agrees that title to the Item provided by the Seller shall be retained by the Seller and shall not pass from the Seller to the Purchaser until payment in full of
all sums due and payable by the Purchaser. The Purchaser acknowledges that this Article 12 is to be construed as retention of title clause or security interest clause to include
but not limited to the following, as such terms are construed in U.C.C. (Uniform Commercial Code), ARTICLE 1 & 9, CISG (Contracts for the International Sale of Goods), lex loci rei
sitae and Lex loci contractus or any other applicable law protecting the Seller’s retention of title or security interest, until such time the Seller receives payment in full. Until such
time as title to the Item provided by the Seller shall pass from the Seller to the Purchaser:
I. The Purchaser shall treat the Item subject to retention of title with the due care and shall store them separately from Item owned by other suppliers to ensure that they shall be
identified as Purchaser’ s property. The Purchaser shall notify Seller, without any delay and by registered letter with acknowledgement of receipt, of all material incidents or
legal changes (such as a third party’s claim) which could affect the Item subject to retention of title;
II. The Seller shall have absolute authority to retake, sell or otherwise deal with or dispose of all; any or part of the Item in which title remains vested in the Seller;
III. For the purpose specified in (i) above, the Seller or any of its agents or authorized representatives shall be entitled at any time and without notice to enter upon any premises
in which the Item or any part thereof, or any aircraft on which the Item or any part thereof is installed, is stored, kept or used, or is reasonably believed so to be;
IV. The Seller shall be entitled to seek a court injunction to the Purchaser from selling, transferring or otherwise disposing of the Item.
The Purchaser shall ensure compliance with Seller’s rights and interests under this Article 12 in all circumstances, by any means and at its own expenses and not do or
knowingly permit to be done any act or thing which might reasonably be expected to jeopardize the Seller’s rights and interests under this Article 12. If the Purchaser fails to
carry out its obligations in respect of this Article 12, the Purchaser shall indemnify the Seller against all cost, expenses and damages which the Seller may incur or suffer due to
this failure.
The Purchaser will to the extent possible under applicable laws and at its costs register, or procure that the same be registered, the retention of title clause appearing in this
Article 12 over the Item in the appropriate registry of title and security in the Purchaser’s jurisdiction. The Purchaser further acknowledges that the Seller is entitled to notify to
any third party the existence and the terms of all or part of these Terms, including this Article 12, in a form and substance satisfactory to the Seller, at the cost of the Purchaser.
Should judicial proceedings prove to be necessary to allow the Seller to retake possession of the Item either subject to attachment or otherwise in possession of any third party,
the Purchaser agrees to allow access by the Seller representatives to the Item at any time if still under the possession of the Purchaser and shall bear all costs resulting from
any such judicial proceedings.
13. CONFIDENTIALITY
The Purchaser shall keep confidential and protect against any release to third parties, the documents, information and data identified as confidential, received from the Seller in
relation to the Purchase Order (the “Confidential Information”).
The Purchaser shall:
I. Hold in strict confidence the Confidential Information, and
II. Not disclose or place at the disposal of third parties the Confidential Information without prior written agreement of the Seller, and
III. Ensure that its personnel comply with all such obligations contained in this Article 13.
The Purchaser shall not reproduce or have reproduced the Confidential Information without the prior written agreement of the Seller. Upon Seller’s request, the Purchaser shall
promptly return the Confidential Information or take the necessary measures as indicated by the Seller. The confidentiality obligations contained herein shall continue during a
twenty (20) year period following the delivery of the last Purchase Order to the Purchaser.
14. TERMINATION OF THE PURCHASE ORDER
The Seller shall be entitled to terminate the Purchase Order immediately in full or in part in the following cases:
In the event of failure by the Purchaser to perform any of its contractual obligations – such as payment - that has not been cured within eight (8) days following the receipt of a
formal request to cure such breach.
In such a case, the full amount of the sums owed by the Purchaser shall become immediately payable and the Seller reserves the right to obtain full indemnification of the
prejudice it suffered by it as a consequence of the Purchaser’s failure. In addition, the Seller reserves the right to suspend the performance of any outstanding Purchase Orders
issued by the Purchaser, or any future Purchase Order, until the failure is duly remedied to the satisfaction of the Seller.
If necessary, the Seller may, at any time, request the return of all documents relating to the Item and belonging to the Seller which the Purchaser has in its possession without
the need for service of a formal request. The Purchaser undertakes to return such documents without delay.
The Purchaser shall indemnify the Seller against all costs and expenses (including costs of carriage) incurred by it in connection with such restitution. It is expressly agreed that
the Seller is fully entitled to set off at all times any amounts owing to the Purchaser against any sums owed by the Client.
15. INTELLECTUAL PROPERTY RIGHTS
The plans, diagrams, specifications, technical and commercial nomenclature, documents of recommendation, instructions, patents, models, drawings, research, study and test
results, any piece of information included, are and shall remain the property of the Seller. Accordingly, the Purchaser shall refrain from disclosing or duplicating them without the
prior written agreement of the seller.
In case the Items are designed and manufactured in accordance with any plans, drawings or specifications provided by the Purchaser, the latter shall indemnify and hold the
Seller harmless against any and all claims and damages resulting from any alleged or effective infringement of any third party’s industrial or intellectual property rights
belonging to third parties relating to the use by the Seller of the above mentioned documents.
The Items, as well as their packaging, are sold under the “the Seller” trademark, to the express exclusion of all other trademarks, unless the Seller has given its prior written
approval.
16. PROHIBITION OF SALES TO THIRD PARTIES
The Purchaser shall not transfer any rights or obligations under a Purchase Order in whole or in part without having obtained the prior written agreement of the Seller.
17. WARRANTY
General Warranty
Items sold by Sol Aviation, Inc. are warranted by the OEM (original equipment manufacturer) and are subject to their terms and conditions. Sol Aviation, Inc. will coordinate with
both the customer and manufacturer to ensure a proper and expedited solution is found. The Item sold by the Seller to the Purchaser under these Terms shall conform to
applicable drawings and specifications and be free from defects in workmanship and material (collectively “Defects”). The terms of Warranty shall commence immediately upon
initial delivery of the Item to the Purchaser, in accordance with the Article “Incoterm” of the present Conditions of Sale and continue for a period of 12 months thereafter.
ALL SHIPMENTS FOR POTENTIAL WARRANTY MUST FIRST HAVE A RETURNED MATERIAL AUTHORIZATION (RMA) NUMBER BEFORE THEY WILL BE ACCEPTED BY SOL AVIATION,
INC. MATERIAL RETURNED WITHOUT AN RMA NUMBER WILL BE RETURNED TO CUSTOMER AT THEIR EXPENSE.
Warranty Claims
Warranty is valid only if such defects of workmanship and material as aforesaid are discovered within such period and notified to the Seller through Sol Aviation, Inc. and is
duly documented as per Seller’s instructions dependent upon the affected Item in writing within ten (10) days of discovery, provided the Item has been used, handled, stored,
maintained, installed and operated in accordance with sound aviation practice including any published instructions. The Seller will not take into account a Warranty claim that
has not been reported to Sol Aviation, Inc. or that is not documented or as long as any additional required information related to the Item have not been provided by the
Purchaser.
Warranty limitations
Standard warranty shall not cover normal wear and tear. The warranty is applicable only if the product, following delivery from Purchaser to the Seller:
(i) has been transported, stored, installed, operated, handled, maintained and repaired in accordance with the then current recommendations of the original equipment
manufacturer as stated in its manual, Airworthiness Directives’, service bulletins or other written instructions;
(ii) Has not been subject to accident, misuse, abuse, neglect, negligence, or suffered foreign object damage;
(iii) Does not contain parts not specified in the original equipment manufacturer maintenance manuals and does not contain non original equipment manufactured parts;
(iv) Has not been used in a damage state;
(v) Has its identification plate legible;
(vi) Products has not been repaired or altered by the Customer or any third party. This warranty does not apply to any malfunction of or damage to aviation products resulting from
accident, misuse, or abuse.
Moreover, this warranty does not apply to any consumables products since these products can be affected adversely by undue exposure to heat, sun, water, ozone, or other
deteriorative elements.
The Purchasers are advised that use of replacement parts not officially authorized or approved may substantially impede the engineered product performance. Therefore, if such
unauthorized parts are used, this warranty will be void and the Purchaser shall solely assume the full responsibility for any liability or performance degradation including
affected authorized parts and assemblies, cost of operation and safety of operation of the entire engineering assembly resulting thereof. In addition, the OEM reserves the right,
in such a case, to reject all warranty claims which the defaulted Purchaser might make with respect to any of the Items delivered to the Purchaser since the date the use of
unauthorized part has been identified.
Further, this Warranty and/or any other warranty, statutory or otherwise, shall not apply where an aircraft, or system thereof, on which the Item is installed, is not operated or
maintained in accordance with the aircraft or system manufacturer’s written instructions and all standard practices laid down by the applicable aviation authorities of any
country in which the aircraft is operated and/or has been operated subsequent to its involvement in an accident resulting in “substantial damage” thereto as such term is now
defined in the Safety Board or where the Item has been in storage or immobilized for one (1) year from date of acceptance by the Purchaser. The Seller shall not constitute an
installation certification of the Item. If the Item ordered does not fit with the type, configuration or standard of aircraft in which the Item shall be installed, the Seller shall neither
warrant nor be liable for any direct or indirect damages arising from such installation.
For the purpose of this Warranty, an Item shall not be regarded as containing a Defect merely because some modification or alteration thereof is required to be made by an
Airworthiness Authority or by any manufacturer’s service bulletin after delivery of the Item.
The Purchaser is requested to return to the Seller any Item found to contain Defects under warranty. The Seller shall acknowledge receipt of the warranty claim only when all
required documents have been sent by the Operator to Sol Aviation, Inc. The Seller’s obligation under this Warranty shall be limited to the repair of any such Item or at its option
the replacement thereof with a similar item of identical, or OEM authorized alternative part number but free from Defect. If workmanship or material on the Item is proved to the
Seller’s satisfaction to contain a Defect and under Warranty, such repair or replacement shall be made by the Seller without charge and the Seller will also pay one-way packing
and transportation charges. Any Item alleged to contain a Defect and under warranty shall be identified, properly packed and returned prepaid to the Seller or as otherwise
directed by the Seller. Any such repair or replacement by the Seller shall also be accomplished diligently and the period of this Warranty shall
(i) be extended for a period equal to the period of time it took the Seller to correct the defect and return the Item to the Purchaser, or
(ii) Have the benefit of the unexpired portion of the original Item’s warranty in case of replacement.
THE OBLIGATIONS AND LIABILITIES OF THE SELLER AND THE REMEDIES OF THE PURCHASER EXPRESSLY STATED IN THIS WARRANTY (AND IN ANY AGREEMENT OF WHICH
THIS WARRANTY MAY BE A PART) ARE IN LIEU OF, AND THE PURCHASER UPON ACCEPTANCE OF ANY ITEM SHALL THEREBY AS A CONDITION OF SUCH ACCEPTANCE WAIVE,
AS TO THE SELLER AND ITS ASSOCIATED COMPANIES, ALL OTHER CONDITIONS AND WARRANTIES (WHETHER AS TO MERCHANTABILITY, FITNESS, QUALITY, STANDARD OF
WORKMANSHIP, FREEDOM FROM DEFECTS OR OTHERWISE) AND GUARANTEES OR LIABILITIES OF ANY KIND, EXPRESS OR IMPLIED BY LAW OR OTHERWISE, AND THE
SELLER AND ITS ASSOCIATED COMPANIES SHALL NOT BE LIABLE TO THE PURCHASER IN RESPECT OF ANY INJURY, LOSS OR DAMAGE WHETHER SPECIAL, DIRECT,
INCIDENTAL OR CONSEQUENTIAL (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR SAVINGS, LOSS OF USE OR LOSS OF DATA) AND WHETHER ANY CLAIM IS BASED
UPON THEORIES OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHERWISE.
This Warranty shall not be extended, altered or varied except by a written instrument executed by the Seller.
This Warranty is non-transferable and is applicable only to the original Purchaser to whom it was granted.
If any dispute arises regarding this Warranty it shall be construed and interpreted in accordance with Article 20 hereunder.
Costs for the return of the Item, including but not limited to removal and transportation costs, to the Seller’s indicated place shall be borne by the Purchaser.
Units returned to Sol Aviation, Inc. for warranty consideration are to be returned at the shipper’s expense. If the unit is found to be in warranty by the manufacturer, freight
charges will be reimbursed by Sol Aviation, Inc. upon receipt of invoice from the customer and a copy of their freight invoice from the carrier. Please do not send units to Sol
Aviation, Inc. with collect freight charges since we do not accept these charges. If the unit is damaged during shipping or lost in shipment, you – the shipper – must submit a
claim against the carrier. This is in accordance to ICC regulations.
When the unit is determined to be under warranty:
1. The unit may be repaired and returned to serviceable condition.
2. If, after evaluation, the unit is determined to be non-repairable (Scrap), the manufacturer may:
a. Offer a replacement unit to the customer.
b. Provide the customer the option to "SCRAP" the unit in-house (at the manufacturer). When this occurs the manufacturer will supply a "SCRAP" certificate issued to the
customer.
3. If the condition stated in the manufacturer’s evaluation report is "No Fault Found (NFF)", this is not covered under warranty. In this situation the customer is responsible for
any evaluation charges submitted by the manufacturer along with the freight charges to have the unit returned.
When the unit is determined to be out of warranty:
1. The unit will be evaluated for repair and the customer advised. Charges for this service may apply.
2. If, after evaluation, the manufacturer determines that the unit is non-repairable (SCRAP), the manufacturer may offer the customer the option to "SCRAP" the unit in-house (at
the manufacturer). When this occurs the manufacturer will supply a "SCRAP" certificate issued to the customer. Charges for this service may apply.
18. FORCE MAJEURE
The Seller shall not be liable for delay in performing or failure to perform obligations if the delay or failure results from events, circumstances or causes beyond its reasonable
control and not occasioned by its fault or negligence, including but not limited to, acts of God or the public enemy, war, warlike operations, terrorism, insurrections or riots, civil
or foreign armed aggression, sabotage, fires, floods, exploding, earthquakes, natural disasters or serious accidents, epidemics or quarantine restrictions, any act of government
or any agency or subdivision thereof, judicial action, government requisition, restrictions, regulations or decrees relating to necessary supplies, governmental priorities,
allocation regulations or orders affecting materials, facilities or completed Item, strikes or labor troubles causing cessation,
slowdown or interruption of work, inability after due and timely diligence to procure materials, accessories, Item or parts, failure or delay in transportation, failure of a
subcontractor or the Seller to furnish materials, accessories, Item or parts due to the above mentioned causes.
Such delay or failure shall not constitute a breach of these Conditions of Sale and the time for performance shall be extended by a period equivalent to that during which
performance is so prevented.
19. TITLE AND RISK – INSURANCE – LIABILITY
Notwithstanding the provisions related to the Retention of Title, risk on Item shall pass to the Purchaser at the time the Item are placed at the Purchaser’s disposal, in
accordance with the Incoterms published by the International Chamber of Commerce (2000) applicable to the Purchase Order.
The Purchaser undertakes to subscribe and maintain until the transfer of title or return of the Item to the Purchaser, from an AAA insurance company, a warranty to cover “all
risks property damage” to Item placed at its disposal or delivered. This insurance shall be sufficient to cover at all times the replacement value of the Item until full payment for
the Item.
The Purchaser shall provide the Seller on demand with the corresponding certificate issued by the insurance company and shall identify the type of insurance policy, the amount
of the coverage and the termination date.
The Seller will be mentioned as an additional insured under such Purchaser’s insurance policies and that in case of any claim, for whatever reason, the compensation shall be
paid by the Purchaser’s Insurance Company directly to the Seller. Provisions for expiry of an insurance policy in case of a fault by the Purchaser shall not be opposed by the
Purchaser’s insurers to the Seller.
Furthermore, the insurance policies shall stipulate that the Purchaser’s Insurance Company waives any right to claim against the Seller and its insurance companies. The
liability of the Seller to the Purchaser arising out of or connected with or resulting from the repair, overhaul, sale, possession, use or handling of any Item or Services whether in
contract, tort (including negligence) or otherwise shall not in any event exceed the purchase price of the Item or services giving rise to Purchaser’s claim. In no event shall the
Seller be liable for incidental or consequential losses or damages, or the loss of profit, loss of revenue, loss of market or commercial loss.
20. CHANGE IN THE LEGAL SITUATION OF THE PURCHASER
The Purchaser shall give written notice of any change in its share capital composition such as a change of control, merger, acquisition and any winding up resolution, or sale of
its goodwill, within thirty (30) days of its occurrence.
The Purchaser shall notably inform the Seller of any acquisition of shares in its
capital even minority rights, by any company from the aeronautic sector, directly or indirectly, or by any other company having a conflict of interest with the Seller, within thirty
(30) days of its occurrence.
In case of such acquisition of shares, granting to a third party the control of the Purchaser’s policy, the proper performance of the Purchase Order shall be guaranteed by that
third party and the latter shall be jointly and severally liable for the contractual undertakings of the Purchaser, in accordance with an express statement, to be notified to the
Seller within a two (2) months delay as of the occurrence of such acquisition of shares.
If such a guarantee is not provided for within the required timeframe, the Seller shall be entitled to terminate the Purchase Order under the conditions of clause “Termination”
and without prejudice to any compensation that the Seller could claim.
21. SEVERABILITY
Any portion of this Agreement determined to be contrary to any controlling law, rule or regulation shall be revised or deleted and the remaining balance of this Agreement will
remain in full force and effect.
22. LAW AND JURISDICTION
These Conditions of Sale and any Purchase Order taken under these Conditions of Sale and any dispute arising in relation to them shall be governed by and construed in all
respects in accordance with United States laws, in the state of Florida.
The Seller and the Purchaser agree to exclude the application of Vienna Convention of April 11th, 1980 related to the international sale of Item to the exception of its article 39.
The Purchaser hereby irrevocably consents to and submits itself to the jurisdiction of the District Court for Palm Beach County, Florida for the purpose of any suit, action or other
judicial proceeding arising out of or connected with these Conditions of Sale and any Purchase Order or the performance or subject matter thereof.
The sales agreement was formed in the state of Florida and shall be governed by the laws of the state of
Florida. Purchaser hereby submits itself to the jurisdiction of the State of Florida for all disputes arising from or relating to this Agreement or either parties’ performance (or lack
thereof) of any obligation under this Agreement. Venue for adjudicating the merits of any claim arising from this agreement shall be solely the Florida District Court for Palm
Beach County, Florida, and Purchaser hereby waives any claim of improper venue or that such forum is not convenient Claims made under this agreement shall be made within
twelve months of the date of purchase, and the parties to this agreement hereby waive any longer statute of limitations that may be applicable. In the event that legal action is
instituted to enforce the terms of this agreement, the prevailing party shall be entitled to reasonable attorney’s fees and costs including costs of collection and reclaiming
inventory.
23. LANGUAGE
Unless otherwise agreed between the Seller and the Purchaser, all correspondence and documentation shall be written in the English language.
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Sol Aviation, Inc.
"WE WORK FOR YOU"
"WE WORK FOR YOU"
1141 Holland Dr. Ste. 32
Boca Raton, FL. 33487
ph:561-819-9911
fax:561-900-7076
info@solaviation.com
Boca Raton, FL. 33487
ph:561-819-9911
fax:561-900-7076
info@solaviation.com
© 2010 Sol Aviation, Inc. All rights reserved.