Terms and Conditions

1. Definitions

1.1 ”Seller” – Universal Aerospace Systems LLC.
1.2 “Buyer” – Any company, organization, person or persons who are in receipt of goods or services from Universal Aerospace Systems LLC.
1.3 “Goods” – Any tangible property comprising any element of the Services.
1.4 “Services” – The supply engineering works, consultation or any works not defined as “Goods”.
1.5 “Delivery” – The physical receipt of “Goods” by the “Buyer” and/or the completion of “Services” by the “Seller”
1.6 “Return Material Authorization” (“RMA”) – Universal Aerospace Systems written authorization for return of Goods rejected by the Buyer
1.7 “Exchange” – Service provided where the Seller provides Airworthy Goods in return for Goods and/or Services from the Buyer.
1.8 “Core” – In an Exchange transaction. The Goods provided to the Seller by the Buyer.
1.9 “Beyond Economic Repair” (“BER”) – Where cost to certify Goods to airworthy condition required is deemed to exceed risk versus potential return.

2. Quotations

2.1 All original quotations are given in good faith and based upon the Seller’s product availability on quote date.
2.2 The Seller reserves the right to adjust quotations in accordance with pricing changes in the market place as well as adjustments in material/labor/freight necessary to Deliver such Goods and/or Services.
2.3 Typing and clerical errors on quotations are subject to correction.

3. Acceptance of Quotations

3.1 The acceptance of any quotation by the Buyer must be confirmed in writing to the Seller.
3.2 The Seller shall have no obligation to provide any Services to the Buyer without the prior receipt of an accepted quotation.

4. Delivery

4.1 The Seller is not responsible for any cost associated with delay in delivery this includes but is not limited to
– Availability of parts for completion of part certification.
– Parts being Beyond economical repair.
– Delays on behalf of any freight forwarder or shipping organization.
– Customs clearance
– hazmat …
– Adverse weather
– Interruption and/or shortage of labor.

5. Payment

5.1 Payment terms for all goods shall be noted on the invoice

5.2 All payment is due prior to release of Goods and Services by wire, ach, credit card (3.5% fee) or check. Goods and Services shall not be released unless receipt of payment has been confirmed by the Seller.

5.4 Credit terms are provided at the sole discretion of the Seller. Credit terms will only be implemented once confirmation of terms approval has been provided in writing to the Buyer by the Seller.

5.5 The Buyer account is in default if payment is not received in accordance with credit terms offered by the Seller. Default amount will accrue finance fee of 1.5% beginning on the day following invoice due date and every 30 days until the account is in good standing. In the even enforcement of payment becomes necessary The Buyer is responsible for cost of collection including attorney fee’s.

6. Retention of Title

6.1 No title or other interest in the Goods shall pass to the Buyer except upon payment in full for the Services.
6.2 Full title to the Goods shall remain vested in the Seller regardless of Delivery status until full payment has been received by the Seller. The Buyer hereby undertakes to hold safe the Goods on behalf of the Seller and not to dispose, damage, sell, lease, exchange or deal with the Goods in any other manner.
6.3 Given the Buyer account is in default with the Seller, The Buyer will promptly return the Goods to the Seller. The Seller or third party acting on behalf of the Seller shall retain the unfettered right to retain Goods. Access to of the Buyer property or location of Goods shall not be withheld or restricted in association with reclamation of Goods.

7. Indemnity

7.1 The Buyer agrees to defend, hold harmless the Seller, its affiliated companies, employees, directors, officers and agents from any damages, demands, losses, liabilities penalties and claims of any kind, present or future. This is to include all expenses, costs and reasonable attorney fees, which are or may be charged to, suffered by, accrued against or be recoverable by result of any loss, injury, death or property damage arising from use, possession or resale of Goods or Services provided by the Seller.

8. Warranty

8.1 No warranty whether expressed or implied is provided by the Seller. Parts will be delivered in the Condition indicated on Sales Order per industry standard.
8.2 Notwithstanding the above in the event Manufacturer’s warranty is available and has not been voided for any reason The Seller will transfer to the Buyer with manufacturer approval.

9. Claims

9.1 In the event Delivered Goods are alleged to be defective. The Buyer must notify the Seller within 7 days of Delivery and request in writing a Return of Material Authorization (RMA). Return of Material Authorization to be issued at the sole discretion of the Seller. In the event the Buyer fails to request in writing within the 7 days then the Seller holds no responsibility to the claim.
9.2 The Buyer shall thereafter forthwith return the alleged defective Goods to the Seller for evaluation of defect claimed. If Goods are established to be defective the Seller shall rectify the defect, replace the Goods or credit the Buyer for the amount invoiced by the Seller (excluding associated freight, hazmat or customs fee’s).
9.3 The Buyer hereby expressly acknowledges and undertakes that the liability of the Seller to the Buyer in respect to any alleged defect shall be strictly limited to the Seller’s obligations in the immediately preceding sub clause.

10. Exchange

10.1 The Seller will provide Airworthy Certified Goods to the Buyer. The Buyer will return one of the below to the Seller.
– Unit in “As Removed” condition with appropriate 121, 129 or approved Foreign Operator trace with Non-Incident Statement. The Seller will send approved Core to FAA approved repair facility for evaluation of Core to be returned to the same condition or better of Goods provided by the Seller. The Buyer is to be invoiced all shipping, customs, hazmat, evaluation and certification fees associated with Core as well as a 10% handling fee. 10% fee will be generated from the sum of the cost of all fees and added to the invoice as a separate line item.
– Goods returned in any condition other than As Removed must be agreed to in writing in advance by the Seller. Must be returned with Seller approved trace to 121, 129 or approved Foreign Operator with Non-Incident Statement. Exchange fee for supply of Seller Goods as well as a fee of 10% of the Core Value stated in the exchange agreement will be charged to the Buyer.
10.2 In the event the Core is deemed Beyond Economic Repair. The Buyer is to be invoiced all shipping, customs, hazmat, evaluation and scrap fees associated with Core as well as the full value of the Core as stated on the exchange agreement.

11. Cancellation

11.1 In the event the Buyer would like to cancel purchase of Goods and/or Services prior to delivery. The Buyer is to be responsible for all costs incurred by the Seller in relationship with the Buyer Purchase Order. This is to include but not limited to any cost associated with shipping, customs, recertification, crating, labor, and restocking etc.

12. Insurance and Risk

12.1 In the event Goods are damaged between the time the Seller releases said Goods to a freight forwarder and Delivery to the Buyer, Buyer agents or third party acting on behalf of the buyer. Repair, replacement or credit of the Goods may be approved at the sole discretion of the Seller for damages caused by the neglect or fault of the Seller or Sellers Servants. Any credit issued will be in the amount of the goods less any fees incurred by the Seller including but not limited to shipping, crating, customs, hazmat fees etc.
12.2 The Buyer shall be solely responsible for the carriage and insurance of the Goods: the Seller shall act as the Buyer’s agent solely for the purpose of the carriage of the Goods.
12.3 Any tools material or other item supplied by the Buyer to the Seller for the purpose of the Seller providing the Services shall remain at the Buyers risk and shall be fully insured by the Buyer both whilst in transit and in the Seller’s possession.

13. Termination

13.1 The Seller shall be entitled to terminate forthwith its Agreement with the Buyer in the event of any non-trivial breach of these Terms and Conditions as well as upon any act of insolvency on the part of the Buyer without prejudice to all such other claims to which the Seller may be entitled.

14. Miscellaneous

14.1 No purported variation of these Terms and Conditions shall be of any effect except as witnessed by the Sellers prior written agreement.
14.2 in the event a formal notice must be sent from one party to another. Notice is to be delivered by First class pre-paid post to the receiving parties last known address. After correctly posting to the recipients last know address it will be deemed to be received on the next business day.
14.3 No amendments to these Terms and Conditions will be accepted for any transaction unless in writing and signed by both parties. These Terms and Conditions and any agreement made thereunder shall be subject to the laws of United States of America.