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Unless otherwise agreed by Kellstrom Aerospace in writing, these Standard Terms and Conditions of Sale shall apply exclusively to all sales of parts by Kellstrom Aerospace and shall supersede any terms and conditions on Customer’s forms. By issuing a purchase order, placing an order by telephone, requesting parts through any other document offered for sale by Kellstrom Aerospace or by accepting delivery of such parts, Customer hereby expressly agrees to the terms and conditions set forth below..
PAYMENT TERMS
Unless otherwise stated on the Invoice and signed by an authorized representative of Kellstrom Aerospace, payment terms are net thirty (30) days of Invoice and without deduction or setoff. Customer shall submit any Invoice dispute to Kellstrom Aerospace within thirty (30) days of the Invoice date or the Invoice will be deemed to be correct. Kellstrom Aerospace may require deposits or advance payment from Customer prior to shipment. Unless otherwise agreed to in writing, all payments shall be non−refundable. Customer shall pay to Kellstrom Aerospace an amount equal to all taxes paid, payable or required to be collected by Kellstrom Aerospace and shall pay all bank fees, wire transfer fees and other costs of money transfers.
ORDERING INFORMATION
All orders must be made or confirmed in writing or by electronic data interface and are subject to approval and confirmation upon receipt by Kellstrom Aerospace. Cancellation of orders may not be made without the written consent of Kellstrom Aerospace. Specially ordered materials may not be canceled without payment to Kellstrom Aerospace for all expenses involved, and such cancellation must be approved in writing by Kellstrom Aerospace. The minimum purchase order is US$500.
DELIVERY; EXPORT; COMPLIANCE WITH LAWS
All parts purchased by Customer shall be delivered Ex Works (Incoterms 2020) the Kellstrom Aerospace facility unless otherwise indicated on the Invoice. The export or re-export of commodities, technology or software from the United States is controlled by United States law which prohibits 1) export to North Korea, Iran, Cuba, Syria or Sudan, or 2) to any other country or end user(s) to which shipments are prohibited unless otherwise authorized by the United States. Commodities, technology or software controlled by United States law must be exported in accordance with the Export Administration Regulations of the Department of Commerce. Should Customer decide to export any part purchased from Kellstrom Aerospace, Customer must verify the proper export classification of the parts and determine if an export license or exception is required by the Export Administration Regulations. Kellstrom Aerospace in no way accepts responsibility for assigning a classification to Customer’s export shipments. Customer agrees to comply fully with the export control laws and regulations of the United States and acknowledges that diversion contrary to United States law is prohibited.
EXPRESS LIMITED WARRANTIES
To its initial Customer, Kellstrom Aerospace warrants good title and that the following parts will be free from defect in material or workmanship in accordance with the following warranty schedule based upon the condition code of the part:
To its initial Customer, Kellstrom Aerospace warrants good title and that the following parts can be repaired or overhauled in accordance with the following warranty schedule based upon the condition code of the part:
Notes:
Kellstrom Aerospace’ Express Limited Warranty does not apply to any part that Kellstrom Aerospace determines has been modified or subjected to misuse, neglect, improper installation, corrosion, or accident, or which has been maintained, repaired or stored other than as directed in the applicable maintenance, installation, operation or technical instructions. Kellstrom Aerospace’ Express Limited Warranty does not cover normal maintenance expenses or consumable items, removal or installation of the part or resultant damage to other parts. Repair or replacement of any part under Kellstrom Aerospace’ Express Limited Warranty will not create a new warranty period or extend the period of coverage, but any part repaired or replaced will be warranted for the remainder of the warranty period originally applicable to the part repaired or replaced.
DISCLAIMER OF IMPLIED WARRANTIES AND LIMITATION OF LIABILITY
KELLSTROM AEROSPACE’ EXPRESS LIMITED WARRANTIES AND THE REMEDIES THEREUNDER ARE EXCLUSIVE AND GIVEN IN PLACE OF (a) ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WHETHER WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR IMPLIED WARRANTY ARISING FROM PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, AND (b) ALL OTHER OBLIGATIONS, LIABILITIES, RIGHTS, CLAIMS OR REMEDIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY RIGHTS OR REMEDIES IN CONTRACT, TORT, STRICT LIABILITY OR ARISING FROM KELLSTROM AEROSPACE’ NEGLIGENCE, ACTUAL OR IMPUTED.
KELLSTROM AEROSPACE’ OBLIGATIONS AND CUSTOMER’S REMEDIES UNDER KELLSTROM AEROSPACE’ EXPRESS LIMITED WARRANTIES ARE LIMITED TO KELLSTROM AEROSPACE’ CHOICE OF REFUND, REPAIR OR REPLACEMENT ON AN EXCHANGE BASIS AND SUBJECT TO PRORATION AND EXCLUDE LIABILITY FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LIABILITY OF CUSTOMER TO A THIRD-PARTY OR FOR ECONOMIC LOSS, REPLACEMENT COSTS, COST OF CAPITAL, LOST REVENUE, LOST PROFITS, OR LOSS OF USE OF OR DAMAGE TO AN AIRCRAFT, ENGINE, COMPONENT OR OTHER PROPERTY.
Notice: The terms of the Kellstrom Aerospace Express Limited Warranties allocate the risk of product failures between Customer and Kellstrom Aerospace as permitted by law. Kellstrom Aerospace’ Express Limited Warranties give the Customer specific legal rights and Customer may also have other rights, which vary from jurisdiction to jurisdiction.
NOTICE OF CLAIMS; RETURNS
Immediately upon receipt of the parts purchased hereunder, Customer shall inspect same. Any claim, including, but not limited to claims for document deficiency, defect or shortage shall be made in writing to Kellstrom Aerospace at the address stated on the Invoice within thirty (30) days after Customer’s receipt of the applicable parts. Failure to notify Kellstrom Aerospace in writing of a claim in the manner provided herein constitutes a waiver of the claim. No part may be returned to Kellstrom Aerospace without Kellstrom Aerospace’ prior written consent, the issuance of a Return Material Authorization (“RMA”) by Kellstrom Aerospace, and in accordance with instructions furnished by Kellstrom Aerospace, postage prepaid. ALL RETURN SHIPMENTS MUST BE IDENTIFIED BY THE APPLICABLE RMA NUMBER. All parts removed from service must be returned in “as removed” condition and parts failing bench check must be returned “as sold” without alteration or repair or any warranty is void. All returned parts must be accompanied by the original documentation. Any part returned will be subject to a 15% restocking fee, and as well as a recertification charge when applicable. Kellstrom Aerospace will not process or honor warranty claims on past-due accounts.
INDEMNIFICATION
By accepting the parts specified on an Invoice, Customer agrees to defend, protect and hold harmless Kellstrom Aerospace, its shareholders, officers, directors, employees, consultants, agents, successors, and assigns from and against all suits at law or in equity, and from all damages, liabilities, taxes, expenses (including reasonable attorneys fees and expenses) claims and demands related to the purchase of such parts, or Customer s violation of any Export Laws.
FORE MAJEURE
Kellstrom Aerospace shall be excused from liability for failure to deliver parts to Customer where such failure is due to an act of God, a public enemy, fires, earthquakes, floods, strikes, labor difficulties, transportation embargoes, domestic or international act of terrorism, or other similar causes beyond the control of Kellstrom Aerospace.
GOVERNING LAW, ASSIGNMENT, VENUE AND JURISDICTION
With respect to these Standard Terms and Conditions of Sale or the condition of parts sold by Kellstrom Aerospace, Customer agrees and consents: 1) that the obligations of the parties are deemed to be performed in Du Page County, Illinois; 2) that venue of any legal proceeding brought by the Customer shall be in Du Page County, Illinois; 3) to submit to the jurisdiction of the state or federal courts that are located in Du Page County, Illinois; 4) that the Secretary of State of Illinois is hereby made the Customer’s agent for service of process; and 5) that any legal proceeding brought by the Customer shall be brought within one (1) year of any alleged breach.
LEGAL PROCEEDINGS AND CLAIMS
Customer agrees that, if Customer should file suit or commence legal proceedings against Kellstrom Aerospace arising out of or resulting from these Standard Terms and Conditions of Sale or the condition of parts sold by Kellstrom Aerospace, Customer will pay Kellstrom Aerospace its costs of defending such suit or legal proceeding, including a reasonable attorneys’ fee, in the event that: (a) Kellstrom Aerospace prevails in the suit or legal proceeding; or (b) the value of the recovery awarded to the Customer is equal to or less than any settlement proposal made by Kellstrom Aerospace prior to the award made in the suit or legal proceeding.
Rev. 01/2023
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By agreeing to provide or sell the material and/or services set forth on this Purchase Order to Kellstrom Aerospace, Seller agrees that such terms and conditions shall apply exclusively to all material and services sold or supplied to Kellstrom Aerospace and that such terms and conditions shall supersede any terms and conditions on Seller’s forms unless otherwise stated on this Purchase Order or agreed to in writing by Kellstrom Aerospace.
Purchase Order Reference
This Kellstrom Aerospace Purchase Order number shown above must appear on all correspondence, invoices, packages, packing lists and shipping documents. All Seller references including Sales Order number, Invoice number, Packing List Number or any other references included on FAA 8130-3, EASA Form One (or equivalent), must match identically on all the paperwork. No deviation including suffix or prefix causing variation in any references shall be permitted and shall be grounds for part rejection. Only original paperwork will be accepted for factory new material. Copies of Airworthiness Releases are grounds for rejection.
Shipping and Packing
Material will be shipped Free Carrier (FCA - Incoterms 2020) Seller’s facility and must be packaged in accordance with ATA Specification 300.
Each Life Limited Part must be in its own crate and not stacked or comingled with any other material.
Material that is not in OEM packaging must have the part number (and Serial Number, if applicable) clearly and fully legible on each part by means of a data plate, ink stamping, engraving or other approved method of fireproof identification that is placed on the part on a non-critical surface.
No charges shall be made for insurance, packaging material or packaging unless specifically stated on this Purchase Order. Seller will coordinate shipping instructions with Kellstrom Aerospace for shipments over 75 lbs.
Hazardous/dangerous goods must be packaged in accordance with IATA/ICAO specifications for air carriage. Material incorrectly packaged shall be subject to rejection by Kellstrom Aerospace. DECLARATION, DOCUMENTATION AND PLACARDING OF DANGEROUS AND HAZARDOUS GOODS IN ACCORDANCE WITH FEDERAL CODE REGULATIONS TITLE 49, ICAO ANNEX 18 AND IATA DANGEROUS GOODS REGULATIONS IS THE RESPONSIBILITY OF THE SELLER/SHIPPER.
CUSTOMS DOCUMENTATION
For all International shipments to Kellstrom Aerospace, a detailed description, country of manufacture, harmonized tariff code for each part is required on the Seller’s pro-forma or commercial shipping invoice. International shipments will also include a statement of "Civil Aircraft Parts" on the invoice.
Seller is responsible for the accuracy of all customs documentation. Seller warrants to Kellstrom Aerospace that the material specified in this Purchase Order is being sold at prices equivalent to what Seller would sell to others in the country of origin. Seller will indemnify and hold harmless Kellstrom Aerospace from any duty or charge that may be assessed by the United States Government for violations of the Anti-Dumping Act.
Traceability
All material must be traceable to the following FAA approved sources: FAR parts 121, 129, 145 or the OEM.
Copies of all traceability documents must be included with all shipments. An 8130-3 with dual release or EASA Form 1 with dual release and a CAAC form, as applicable, must accompany all NEW AND MAINTAINED material. All maintenance release forms must be the original documents issued by the OEM or an authorized repair facility and must include a workshop report as applicable.
All parts obtained via an aircraft or engine teardown must include a removal tag that identifies the quantity, part number, serial number, engine serial number or aircraft serial and tail number from which the part was removed and the repair station number or mechanic's license number. The removal tag must have the teardown agency's name, be signed and dated.
All material shall have been clearly and continuously identified from the time that it was removed from an engine or aircraft with information that would allow the following information to be tracked: last operator, engine/aircraft of origin, serviceability status, and reason for rejection if applicable.
If a part has been rejected for cause since its last operation, all documents originally received with the part by the supplier, including any documents indicating the item has been rejected for cause; must be maintained and provided to Kellstrom Aerospace. If the part is sent by the supplier for repair evaluation, then such documents must accompany the part if available and the reason for the part being declared rejected must be clearly communicated to the entity repairing the part if the reason is known.
Documents identifying the part and its condition must accompany the part at all times and must not be separated from the part unless removed by an approved Part 145 Repair Station.
The Seller will not perform or have performed any kind of maintenance or alteration on the part including cleaning of any kind, and must leave the part in the condition it was received unless the maintenance or alteration is performed in accordance with approved technical data and in compliance with FAR Part 43. The removal of any markings done by a certified repair station to indicate that the part was rejected is not permitted unless accomplished by a certified repair station.
The maintenance release shall identify all Airworthiness Directives incorporated.
Certifications and Quality Requirements
Q Clause 1: Certificate of Conformance (C of C)/Material Certification Requirement
All certifications from ALL previous operators must be included and must contain a non-incident release statement and confirm that parts were not obtained from any government or military source and have not been subjected to severe stress or heat (as in a major engine failure, accident, or fire) or submersed in water. A C of C or material certification and packing slip referencing part number, serial number, condition, description and manufacturer must be included for all trace entities. Each manifest must be on company letterhead, signed and dated. By providing a C of C or material certification, the seller acknowledges the requirements of Kellstrom Aerospace purchase order have been fully met.
Q Clause 2: Lots Segregation Requirement
The Seller shall not mix different date codes or production lots and shall not combine new surplus parts with factory new parts. Parts may be submitted in one shipment provided the different date codes and lots are identified and segregated.
Q Clause 3: Quality Records Retention Requirement
The seller’s product, process control and quality records shall be retained at the Seller’s location for a minimum of 7 years from the date of shipment unless a different record retention requirement is stipulated on Kellstrom Aerospace purchase order. The Seller shall also provide quality records upon request.
Q Clause 4: Right of Access Requirement
The Seller shall permit Kellstrom Aerospace staff, their customer, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain. This includes for surveillance or investigation in order to verify the quality of work, records and conformance of purchased products to specified requirements.
Q Clause 5: Part Number Change Requirement
Alternate or equivalent part numbers must be approved prior to shipment and acceptance by Kellstrom Aerospace Quality and Purchasing Department.
Q Clause 6: Notification of Nonconforming Product
The Seller shall notify Kellstrom Aerospace of any nonconforming processes, products, or services and obtain approval for their disposition. The Seller shall also ensure the flow down of Kellstrom Aerospace requirements or their customers to sub-tier suppliers as required. All sub-tier suppliers shall have an effective quality management system in place as per acceptable industry standards
Q Clause 7: Shipment of Shelf Life Material
The Seller may only ship material that has a minimum of 80% shelf life remaining on age controlled items, and identified with the manufacturer date OR cure date, and expiration date. Kellstrom Aerospace has the right to reject and return any material received that does not meet this requirement.
Q Clause 8: Product Maintenance Requirement
All work performed must have been performed in accordance with the OEM manual and noted in Block 13 of the maintenance release tags (Block 12 for EASA Form 1 or TCCA Form 1). All inspections and repairs performed must be noted either on the maintenance release forms or the workshop reports.
Q Clause 9: Product Awareness
Ensuring that persons are aware of their contribution to product or service conformity, product safety and the importance of ethical behavior.
Q Clause 10: Competence:
Vendor agrees that it will employ qualified personnel where necessary to satisfy the requirements of this order.
Q Clause 11: Quality Management System
Vendor shall maintain a quality management system which is acceptable and appropriate for the items supplied and shall comply with general industry standards. Vendor shall use customer-designated or approved external providers, including process sources. Kellstrom Aerospace is to be notified of changes to processes, products, or services, including changes of their external providers or location of manufacture.
Q Clause 12: Prevent the use of suspected unapproved, unapproved, and counterfeit parts
Vendor shall maintain a quality management system which is acceptable and appropriate for the items supplied and shall comply with general industry standards.
Q Clause 13: External Provider Performance
Kellstrom Aerospace monitors the performance of all external providers. All external providers with rejection rate of 5% or greater will be notified in writing.
All EA, IEN, DER, Departure Records or CDRs must be approved by Kellstrom Aerospace in advance and prior to shipping. Seller may not substitute with PMA parts without prior authorization from Kellstrom Aerospace.
All serviceable material with current maintenance release will carry a minimum of a six (6) month warranty and overhauled and new condition material will carry a minimum of a one (1) year warranty from the date of purchase. All other material is guaranteed repairable and will be returned to Seller if deemed BER.
All Work in Process or items currently at repair must have work scopes approved by Kellstrom Aerospace prior to shipping the material.
All material is subject to Kellstrom Aerospace's final acceptance. This includes parts that have been rejected for physical, document or cosmetic issues.
The seller, where appropriate, shall flow down to the supply chain the applicable requirements or that of their customer where defined.
Cancellation
Kellstrom Aerospace reserves the right to terminate this Purchase Order or any part hereof by written notice and to refuse to accept delivery or, at Sellers cost, to return goods already delivered: (a) at any time prior to acceptance by Kellstrom Aerospace, (b) if shipment is made later than the date specified or not within a reasonable time if no time is otherwise specified, (c) if Seller breaches or anticipatorily breaches any of the terms of the Purchase Order (including any express or implied warranties of Seller), (d) if Seller makes an assignment of creditors, or bankruptcy proceedings are instituted by or against Seller or a receiver or trustee is appointed for Seller's assets, or (e) if Seller or any shipments are not in accordance with Kellstrom Aerospace's shipping instructions.
Rev. 06/2023
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Customs Documentation
For all International shipments to Kellstrom Aerospace, Commercial Invoices must have Parts and Labor (added value amounts) listed separately and include , a detailed description, country of manufacture, harmonized tariff code for each part is required and a general statement of "Civil Aircraft Parts" on the invoice. A foreign shipper's declaration of repair is required that includes a brief description of the types of repairs performed.
Certifications and Quality Requirements
Q Clause 1: Scope of Work
All work accomplished must comply with the scope of work requested and in accordance with the applicable Aviation Regulatory requirements of the approved current manufacturer's technical data. Unless otherwise approved in writing by Kellstrom, only parts specified in the current manufacturer's approved manual shall be used for repair/overhaul. FAA/PMA parts and FAA/DER approved repairs other than those specified in the OEM approved manuals shall not be used for repair/overhaul unless prior approval has been granted in writing by Kellstrom.
Q Clause 2: Return to Service
All repairs accomplished at domestic repair stations must be returned to service on FAA Form 8130-3 and include a EASA Release Statement in Block 13 in accordance with EASA leaflet No.22. Repairs done at FAA Repair Stations outside of the United States must have a EASA Form 1 with a dual FAA Release Statement or a EASA Form 1 and an 8130-3. All 8130-3's must be completed in accordance with FAA Regulations. Certification must include the approved manufacturer's overhaul/repair manual (Approved Data) used, revision level/number, revision date, data section used, specific instructions, specific repairs, Service Bulletins, Airworthiness Directives, and other approved sources accomplished. Kellstrom's Repair Order number must appear, in its entirety, exactly as written with all characters and numbers on all applicable paperwork. Required applicable paperwork must be furnished including all certifications, teardown reports, routing tags, test reports, record of measurement and other pertinent data. Kellstrom will not be responsible for repair costs incurred in excess of quoted amount without prior written approval. Acknowledge receipt of the items on this order within 2 working days. Advise repair costs and compliance with the required delivery date within 5 working days. The vendor is to process the unit(s) listed on this order in the entirety.
Q Clause 3: Quality Records Retention Requirement
The seller's product, process control and quality records shall be retained at the Seller's location for a minimum of 7 years from the date of shipment unless a different record retention requirement is stipulated on Kellstrom Aerospace purchase order. The Seller shall also provide quality records upon request.
Q Clause 4: Right of Access Requirement
The Seller shall permit Kellstrom Aerospace staff, their customer, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain. This includes for surveillance or investigation in order to verify the quality of work, records and conformance of purchased products to specified requirements.
Q Clause 5: Notification of Nonconforming Product
The Seller shall notify Kellstrom Aerospace of any nonconforming processes, products, or services and obtain approval for their disposition. The Seller shall also ensure the flow down of Kellstrom Aerospace requirements or their customers to sub-tier suppliers as required. All sub-tier suppliers shall have an effective quality management system in place as per acceptable industry standards
Q Clause 6: Product Awareness
Ensuring that persons are aware of their contribution to product or service conformity, product safety and the importance of ethical behavior.
Q Clause 7: Competence:
Vendor agrees that it will employ qualified personnel where necessary to satisfy the requirements of this order.
Q Clause 8: Quality Management System:
Vendor shall maintain a quality management system which is acceptable and appropriate for the items supplied and shall comply with general industry standards. Vendor shall use customer-designated or approved external providers, including process sources. Items supplied shall meet the requirements in the applicable technical specifications and documentation (drawings, specifications, standards, etc.). It shall be the sole responsibility of Vendor to monitor that the technical specifications regarding materials, methods, form, fitness, and function are observed, whether or not the items have been repaired by Vendor or by any of Vendor's subcontractors. If no specific requirements are stated, good industry and craftsman-like practice shall be observed. Kellstrom Aerospace is to be notified of changes to processes, products, or services, including changes of their external providers or location of manufacture.
Q Clause 9: Prevent the use of suspected unapproved, unapproved, and counterfeit parts
Vendor shall maintain a quality management system which is acceptable and appropriate for the items supplied and shall comply with general industry standards such as SAE AS5553.
Q Clause 10: FOD Prevention:
Seller shall maintain a FOD prevention program in accordance with the National Aerospace Standard NAS-412, Foreign Object Damage/Foreign Object Debris (FOD) Prevention. Seller will flow down FOD prevention requirements to sub-tier vendors, sub-contractors, etc.
Q Clause 11: External Provider Performance
Kellstrom Aerospace monitors the performance of all external providers. All external providers with rejection rate of 5% or greater will be notified in writing.
By Accepting this Repair Order, Seller agrees to flow down all of Kellstrom Terms and Conditions requirements to its sub-contractors and suppliers at all tier levels for the performance of this Repair Order.
Rev. 4/2021