Aeroxchange Conference
These Standard Terms and Conditions of Sale for Services (“Terms and Conditions” or “Terms”), together with the terms of sale of the services (“Services”) as set forth in StandardAero’s catalog, quotation document, or other StandardAero communicated offer document (to be known herein as “Quote” or “Offer”) will comprise the entire agreement (“Agreement”) between the Parties for Services on Customer’s components or accessories (collectively “Components”). In this Agreement, “Customer” refers to the entity listed on StandardAero’s Quote. StandardAero and Customer may be individually referred to as a “Party” or collectively as “Parties”.
Asian Surface Technologies Pte Ltd
EB Airfoils, LLC
Jet Aviation Specialists, LLC
PAS Technologies Inc
PAS Technologies Romania SRL and
SAComponent Services (Ireland) Ltd
Accel Aviation Accessories, LLC
International Governor Services, LLC
Each Offer shall be deemed a separate contract between the Parties named therein. The Parties acknowledge and agree that any one StandardAero entity shall have no liability nor incur any obligation or be responsible for any failure of any other StandardAero entity to perform its obligations.
Paragraph (a) – Inspection/Acceptance is Reserved. Paragraph (f) – Excusable Delays is replaced with Clause 13 herein. Paragraph (h) – Patent Indemnity is modified as follows: The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings. The Contractor shall not be liable for breaches or Patent Infringement caused by the OEM. Paragraph (I) – Risk of Loss is replaced with Clause 25 herein. Paragraph (o) – Warranty is replaced with Clause 15 herein. Paragraph (p) – Limitation of Liability is replaced with Clause 18 herein. Clause 26 – Risk of Repair and Clause 19 – Waiver of Claims are to apply to any US Government Orders. In the event FAR 52.212-4 is not applicable, in any event, StandardAero shall apply the above modifications to any like terms within such contract or award.
StandardAero will Redeliver the Components to Customer ExWorks (“EXW” Incoterms 2020) at StandardAero’s facility dock. Customer is responsible for any and all shipping costs (including any import/export duties, import/ export clearance costs, tariffs, applicable taxes, and insurance) to deliver Components from StandardAero’s facility dock to Customer’s facility.
If StandardAero agrees in writing to act as IOR, at its so election and discretion, which can be withheld for any reason, StandardAero may utilize a variety of measures to import the goods. All shipping instructions must be agreed to in writing prior to the inbound shipment. Depending on the transaction, the follow instructions may apply:
To facilitate shipments, Customer shall provide a commercial invoice, or the documentation acceptable in place of a commercial invoice, with the entry and before release of the goods is authorized. The commercial invoice or other acceptable documentation shall contain: 1) an adequate description of the Component(s) including, at a minimum, the part number, serial number, and correct country of origin; 2) the quantity of Component(s) sent, 3) the value or approximate value of the Component or Accessory being sent (e.g. depreciated book value or inventory value), 4) the appropriate eight-digit subheading from the Harmonized Tariff Schedule as per the International Convention on the Harmonized Commodity Description and Coding System done at Brussels on 14 June 1983 and its amendments. Additionally, Customer shall obtain a Certificate of Origin or Certificate of Airworthiness (if applicable) from the OEM and provide it to StandardAero.
Notwithstanding any Incoterms stated herein, in the event that Customer provides a faulty shipping container and StandardAero repairs such container to return the Component, or Customer requires StandardAero to use a shipping container that has been found to not meet StandardAero’s packing specifications, Customer accepts all liability for any loss or damage in transit including for packaging of the Component.
Subject to paragraph (b) below, any Dispute that cannot be amicably settled by the Parties shall be finally settled under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”), commencing with the filing of a notice of demand for arbitration by either Party following the conclusion of the thirty (30) calendar day period referenced in the paragraph above. Any arbitration will be conducted in accordance with the following: (i) if the Dispute involves a claim for damages totaling at least $5 million (combined with damages alleged in any counterclaim, cross-claim or third-party claim but not including attorneys’ fees or other costs associated with the resolution of the dispute), the Dispute is to be decided by three arbitrators appointed in accordance with the AAA Rules – all other claims are to be decided by one arbitrator appointed in accordance with the AAA Rules; (ii) the arbitrator has no authority to award punitive or other damages beyond the prevailing Party’s actual direct damages and may not, in any event, make any ruling, finding, or award that does not conform to the terms and conditions of the Agreement; (iii) the arbitration award is to be in writing and is to specify the factual and legal basis for the award; (iv) the Parties are to share all fees and expenses of the arbitration equally, with the exception that each Party bears the expense of its own counsel, experts, witnesses, and preparation and presentation of submissions; (v) the arbitration is to be conducted in Phoenix, Arizona unless all Parties agree to a different location; and (vi) the arbitration is to be final and binding and may be entered in any court of competent jurisdiction. A Party’s failure to make a timely demand for arbitration results in the forfeiture of all of the claims and issues that the Party identified in its Dispute Notice.
This Catalog Confidentiality Agreement (“Agreement”) establishes the terms of use, handling, protection, and safeguarding by Customer (“Customer” shall mean the person requesting access to the Catalog and their employer) required for access StandardAero’s prices (“Catalog”) to procure repair and overhaul services (“Services”) from StandardAero (hereinafter the “Purpose”).