- Vendor Terms and Conditions
- Customer Terms and Conditions
Terms and Conditions Vendor
ACCEPTANCE
Unless otherwise specifically agreed to in writing, the following Terms and Conditions shall apply to the SUPPLIER’s acceptance of the Purchase Order or Repair Order and Jets MRO, LLC acceptance of ordered items. All goods ordered shall be subject to inspection and approval at destination by JETS MRO, LLC or its duly authorized representative after delivery to JETS MRO, LLC’s facility or another address specified by JETS MRO, LLC in writing. Payment for any goods shall not be deemed acceptance thereof or waiver of any right to test or inspect such goods. For the avoidance of doubt, and notwithstanding any other provisions of these Terms and Conditions, JETS MRO, LLC reserves the unqualified right to reject all or any part of any delivery that varies from the quantity or deviates materially from the specifications identified on the Purchase Order, or is otherwise materially defective.
RISK OF LOSS
Unless otherwise specifically provided on the Purchase Order or Repair Order, delivery shall be FOB to an address specified by JETS MRO, LLC’s. Notwithstanding anything to the contrary contained herein or in the Purchase Order or Repair Order, delivery shall not be deemed to be complete until such time as the items identified on the Purchase Order have been delivered to and accepted by JETS MRO, LLC. If SUPPLIER pays freight, risk of loss or damage shall not pass to JETS MRO, LLC until delivery is complete.
INVOICING
Invoices should be dated and sent any time after the items identified on the Purchase Order or Repair Order have shipped from SUPPLIER’s facility. The payment due date shall be calculated from the date of receipt by JETS MRO, LLC of a correct invoice from SUPPLIER. Unless otherwise stated on the face of the Purchase Order or Repair Order, payment shall be made Net 30 days from the later of the date of JETS MRO, LLC’s acceptance of the items and the date of JETS MRO, LLC’s receipt of a correct invoice.
DELAY IN DELIVERY
If the SUPPLIER becomes aware of any circumstances that are likely to cause a delay in delivery of the ordered item(s), the SUPPLIER will immediately notify JETS MRO, LLC in writing stating the reason for the delay and the updated delivery date. Upon receipt of this information, JETS MRO, LLC reserves the right to keep, cancel or modify the Purchase Order or Repair Order without liability or penalty. JETS MRO, LLC also reserves the right to cancel an expedited purchase order if the SUPPLIER cannot meet the needs of an expedited purchase order. Notwithstanding anything to the contrary contained herein or in the Purchase Order or Repair Order, in the event of failing to comply with the delivery terms agreed hereunder, JETS MRO, LLC reserves the right to rescind the Purchase Order or Repair Order or to receive or accept the materials and SUPPLIER agrees to pay for expenses and damages resulting from SUPPLIER’s failure to comply.
PERSONNEL
SUPPLIER personnel must have proper training for the jobs they are performing, and in any event, such training must meet the Jets MRO, LLC standards.
QUALITY
SUPPLIER shall maintain a quality management system that is approved by FAA, EASA or ISO9001 / AS9100, or which is acceptable and appropriate, at the discretion of JETS MRO, LLC, for the items supplied hereunder, and in any event, the quality management system shall comply with general industry standards. Items supplied shall meet the requirements of the applicable technical specifications and documentation (drawings, specifications, standards, etc.). SUPPLIER must be an approved vendor by JETS MRO, LLC’s Quality System.
CERTIFICATION AND TRACEABILITY
All items must conform to the Original Equipment Manufacturers (OEM) specifications and tests. An FAA Form 8130-3 or Certification of Conformance must accompany the items from SUPPLIER’s facility, including a statement of the condition of the item and back-up data on file for inspection, and such Form or Certification shall be signed by an authorized representative of the SUPPLIER.
a. Should such certification not accompany the shipment, items will be held in quarantine and no payment shall be processed until the proper certification is received.
b. JETS MRO, LLC will require traceability back to a valid FAA, EASA, OEM, or other approved source (such as a 121 operator or a 145 repair station) and full source documentation.
c. JETS MRO, LLC may request and, if requested, SUPPLIER shall supply, design, test, examination, inspection, and related instructions relating to any or all items as a condition of acceptance.
d. JETS MRO, LLC may require first article test specimens (e.g., production method, number, storage conditions) for inspection, investigation, or auditing.
e. JETS MRO, LLC must be notified in advance of order if RMA parts are to be supplied.
f. JETS MRO, LLC must be notified prior to supply if parts or repairs thereof contain FAA classified Major repairs or Major Alterations.
WARRANTY
SUPPLIER represents and warrants that the times identified and delivered pursuant to the Purchase Order or Repair Order (1) will conform to the performance characteristics of SUPPLIER’s representations and specifications, (2) will be free from defects in material and workmanship, (3) will conform to applicable specifications and other requirements of these Terms and Conditions and the Purchase Order or Repair Order, (4) will be of merchantable quality and (5) will be free of any encumbrances of titles, including, without limitation, any mechanic liens, royalty or otherwise.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SUPPLIER, AND JETS MRO, LLC MAKE NO REPRESENTATIONS OR WARRANTIES TO EACH OTHER UNDER THESE TERMS AND CONDITIONS, WHETHER EXPRESS OR IMPLIED.
COUNTERFEIT PARTS
SUPPLIER is hereby notified that the delivery of counterfeit parts is of special concern to JETS MRO, LLC’S SUPPLIER shall not deliver counterfeit parts to JETS MRO, LLC under this Purchase Order or Repair Order. SUPPLIER shall only purchase products to be delivered to JETS MRO, LLC from the Original Component Manufacturer (OCM), or the Original Equipment Manufacturer (OEM), or through the OCM/OEM authorized distributor chain. Parts purchased from another FAA Part 145 repair station, FAA Part 121/135 airline are acceptable given the use of their quality system as the basis for ensuring the requirements in this section are addressed. Parts shall not be acquired from independent distributors or brokers unless approved in advance in writing by JETS MRO, LLC’S Regardless of the source of procurement, SUPPLIER must provide OCM/OEM documentation that authenticates traceability of the part to the applicable OCM/OEM. Should SUPPLIER deliver counterfeit parts to JETS MRO, LLC, SUPPLIER shall indemnify, defend and hold harmless JETS MRO, LLC and its officers, directors, employees and agents from and against any and all losses, costs, liabilities or expenses (including but not limited to reasonable attorney’s fees) arising, directly or indirectly, out of or in connection with such counterfeit parts.
PACKING
Unless otherwise specified, all packing and packaging shall comply with the requirements set forth in ATA Spec 300. The price included in the Purchase Order or Repair Order includes all charges for such packing, packaging, and transportation to the FCA shipping point. All items must be packed in accordance with manufacturer specifications. All shipments to JETS MRO, LLC must be visually identified with the Purchase Order or Repair Order number on the exterior of package/box so that packages/boxes do not have to be opened to verify an order. Unidentified shipments may be refused and returned to SUPPLIER at SUPPLIER’s sole expense.
MATERIAL SAFETY DATA SHEET
If the material is considered hazardous as defined by EPA, OSHA, DOT, or any other local, state, federal or foreign regulation, SUPPLIER must provide a Material Safety Data Sheet, along with the United Nations Hazardous MaterialCode (see 49 CFR 100 et seq.) before or with the shipment. SUPPLIER is responsible for providing an updated or amended Material Safety Data Sheet prior to shipping any applicable material. If the goods include explosives, as defined by the Bureau of Alcohol Tobacco and Firearms, US Department of Treasury (see 27 CFR et seq.), SUPPLIER must provide JETS MRO, LLC with an ATF Exemption Letter prior to shipment.
NONCONFORMING PRODUCT
Nonconforming items that are delivered pursuant to this Purchase Order or Repair Order, whether produced through a manufacturing process, or from overhaul/repair maintenance activity, shall be destroyed if they cannot be repaired. Where an item/product is found to be nonconforming after being sent to JETS MRO, LLC, the SUPPLIER must notify JETS MRO, LLC immediately upon learning of the nonconforming item/product. JETS MRO, LLC reserves the unqualified right to accept or reject, in part or in whole, any nonconforming items/at home kit/products delivered pursuant to the Purchase Order or Repair Order.
RIGHT OF ENTRY
SUPPLIER hereby grants to JETS MRO, LLC, its representatives, customers, and any applicable regulatory agencies including but not limited to the FAA, EASA, and the NTSB, the right to enter on its premises as well as other necessary places, during normal business hours, upon reasonable request, for the purpose of inspection of SUPPLIER’s facilities and systems to ensure SUPPLIER’s compliance with the terms and requirements of order, including the quality of the contracted work, records, and materials.
IMPORT/EXPORT COMPLIANCE
SUPPLIER shall provide to JETS MRO, LLC at its earliest convenience, but in no case less than twenty-four(24) hours before initiating shipment, the following information for all items: (1) the applicable United States Munitions List (“USML”) category or Export Control Classification Number(“ECCN”); (2)the Harmonized Tariff Schedule code; and (3)the Country of Origin for all items included in the Purchase Order or Repair Order. If an item is controlled by the International Traffic in Arms Regulations (“ITAR”), SUPPLIER shall also advise JETS MRO, LLC if the item is Significant Military Equipment(“SME”), a Major Component, or regulated under the Missile Technology Control Regime(“MTCR”).
For orders shipping from outside of the United States, SUPPLIER shall strictly follow all JETS MRO, LLC shipping instructions and shall provide copies of the following documents to JETS MRO, LLC prior to, but in any case no later than, the time shipment is initiated: (1) FAA/EASA/TCCA or other civil aircraft certification, if applicable; (2) Commercial Shipping Invoice; (3) Packing List;(4)AirwayBill;(5)ForeignSales Declaration, if applicable; and (6) any other document required,in the discretion of JETS MRO, LLC, per commodity type. If SUPPLIER is engaged in the United States in the business of exporting, manufacturing, brokering, or any other value-added service of items controlled by the ITAR, SUPPLIER represents that it is registered with the Directorate of Defense Trade Controls (“DDTC”), as may be required by 22 CFR 122.1 and/or 22 CFR 129.3 of the ITAR and that it maintains an effective export/import compliance program in accordance with DDTC guidelines. All manufacturers, exporters, and brokers of defense articles, related technical data, and defense services, as defined on the United States Munitions List (Part 121 of the ITAR) (PDF, 7MB), are required to register with the Directorate of Defense Trade Controls (DDTC).
DEBARMENT OF SELLER
If SUPPLIER (or any of its subcontractors) is debarred by the US Government from participating in transactions that involve the export of items (whether commercial or military), JETS MRO, LLC may cancel this Purchase Order or Repair Order immediately without liability of any kind to SUPPLIER. If SUPPLIER (or any of its subcontractors) is debarred by the US Government from selling items either directly to the government or from providing items as a subcontractor in fulfillment of requirements originating with the US Government, JETS MRO, LLC may cancel this Purchase Order or Repair Order immediately without liability of any kind to SUPPLIER. If JETS MRO, LLC only becomes aware of such status of SUPPLIER (or any of its subcontractors) after acceptance of the ordered items, JETS MRO, LLC may return such items to SUPPLIER at SUPPLIER’s expense, and SUPPLIER shall immediately refund all amounts paid by JETS MRO, LLC, if any, for such items. It is SUPPLIER’s responsibility to determine if its subcontractors meet the requirements of this paragraph.
ASSIGNMENT & MODIFICATION
SUPPLIER shall not assign, sell, or subcontract this Purchase Order or Repair Order, or any part thereof, without JETS MRO, LLC’s prior written consent, which shall not be unreasonably withheld. Except as otherwise identified in these Terms and Conditions, no modification of this order shall be binding unless agreed to in writing by an authorized representative of each party.
OUTSIDE MAINTENANCE FUNCTIONS
SUPPLIER shall meet all the requirements set forth by FAA and EASA to be able to perform maintenance functions for JETS MRO, LLC’S This includes, but is not limited to, having an FAA approved drug program and a quality management system. Any and all sub-contracted maintenance performed for JETS MRO, LLC as an FAA part 145 certificated or uncertificated vendor must be performed by personnel on an FAA approved DOT Drug and Alcohol program. Compliance with (49 CFR part 40 and 14 CFR part 120) is mandated for any and all maintenance performed by sub-contractors to JETS MRO, LLC and as a part of these terms and conditions. SUPPLIER shall not use any other maintenance providers in performance of any work or activity without prior JETS MRO, LLC written authorization.
CORRECTIVE ACTION
a. SUPPLIER must at all times maintain a system for corrective action to address defects in workmanship or materials covered by this Purchase Order or Repair Order, which defects may appear within twelve (12) months from the date of this Purchase Order or Repair Order. SUPPLIER shall notify JETS MRO, LLC when discrepancies in SUPPLIER’s process or product are discovered or suspected and may affect parts or assemblies that have already been delivered within a commercially reasonable period of time. In case of irreparable defect or default by SUPPLIER, JETS MRO, LLC may obtain materials and services from other sources, and SUPPLIER shall indemnify and hold harmless JETS MRO, LLC and its officers, directors and other representatives for any and all costs, losses, liabilities or expenses occasioned thereby.
b. Any corrective action pursuant to clause (a) above should be performed by an individual knowledgeable in the area or process that caused the defect. That person will conduct a failure analysis to identify the cause of the problem, propose and implement a solution.
c. The solution should be verified to ensure the problem is solved.
d. SUPPLIER shall establish, document, implement, and maintain a procedure to evaluate if nonconformities are based on human factors and if additional nonconforming parts exist. SUPPLIER shall use industry-standard process control techniques for all key characteristics identified on the Purchase Order or Repair Order.
e. SUPPLIER must provide a corrective action response to JETS MRO, LLC within 30 calendar days of discovering or being notified by JETS MRO, LLC of any defects. If a response is not received within 60 days, JETS MRO, LLC reserves the right to terminate or cancel any open Purchase Orders or Repair Orders with SUPPLIER. Unusual circumstances that require additional time to resolve should be arranged before the expiration of the 30-day response period by the SUPPLIER through JETS MRO, LLC’s Quality department.
SUPPLIER FLOWN DOWN
All SUPPLIER requirements mandated by JETS MRO, LLC must be flowed down to sub-tier suppliers. SUPPLIER RECORDS
a. Records Control SUPPLIER shall maintain a documented procedure for maintaining and controlling quality records in accordance with industry-standard quality system standards. SUPPLIER shall be capable of retrieving and delivering required records to JETS MRO, LLC within 48 hours from the time of any reasonable request.
b. Records Retention Unless otherwise approved by JETS MRO, LLC in writing, SUPPLIER shall maintain all records that provide objective evidence of compliance to JETS MRO, LLC PO/RO requirements for a minimum of 2 years after the last delivery of products and/or services listed on PO or RO received by JETS MRO, LLC’S Prior to discarding, transferring to another organization, or destroying such records, SUPPLIER shall notify JETS MRO, LLC in writing and give JETS MRO, LLC a reasonable opportunity to gain possession of the records. The requirements of this clause (b) are applicable to records generated by SUPPLIER’s sub-tier sources.
FORCE MAJEURE
Neither party shall be held responsible for any delay or failure in performance of any part of these Terms and Conditions to the extent such delay or failure is attributable to a force majeure event, including without limitation: fires, floods, riots, work stoppages, weather, acts of God, war, terrorism or delays arising from compliance with any law or government regulation or other similar causes beyond its control and without the fault or negligence of the delayed or nonperforming party or its subcontractors. If any such force majeure occurs, the party delayed or unable to perform shall promptly give notice to the other party, stating the nature of the force majeure and any action being taken to avoid or minimize its effects. If delivery of any item including v2 cig is delayed by any force majeure event for more than two months, JETS MRO, LLC may, without any additional extension, cancel all or part of the Purchase Order or Repair Order with respect to the delayed items.
GENERAL INDEMNITY
SUPPLIER agrees to indemnify, defend and hold harmless JETS MRO, LLC and all of JETS MRO, LLC’s officers, directors, employees and agents from and against any and all losses, costs, liabilities or expenses (including but not limited to reasonable attorney’s fees) arising, directly or indirectly, out of or in connection with SUPPLIER’s performance hereunder, including but not limited to, the willful misconduct or negligent acts or omissions of SUPPLIER, its suppliers or contractors, any breach by SUPPLIER of these Terms and Conditions and any personal injury or death or damage to property resulting directly or indirectly from the performance by SUPPLIER hereunder. JETS MRO, LLC agrees to indemnify, defend and hold harmless SUPPLIER and all of SUPPLIER’s officers, directors, employees and agents from and against any and all losses, costs, liabilities or expenses (including but not limited to reasonable attorney’s fees) arising, directly or indirectly, out of or in connection with JETS MRO, LLC’s performance hereunder, including but not limited to, the willful misconduct or negligent acts or omissions of JETS MRO, LLC, any breach by JETS MRO, LLC of these Terms and Conditions and any personal injury or death or damage to pax 3 property resulting directly or indirectly from the performance by JETS MRO, LLC hereunder.
INSURANCE
SUPPLIER shall maintain insurance policies insufficient coverage and amounts to satisfy its obligations under these Terms and Conditions including, without limitation, (i) commercial general liability insurance with annual limits of liability not less than $100,000.00; (ii) automobile liability with annual limits not less than $250,000.00; and (iii) workers’ compensation providing statutory benefits in accordance with the laws and regulations of the State of Texas or other jurisdiction, as applicable, but in any event not less than $250,000.00 bodily injury each accident. SUPPLIER shall contact JETS MRO, LLC prior to the supply of items or services if these insurance limits cannot be satisfied.
CONFIDENTIAL INFORMATION
SUPPLIER hereby acknowledges that from time to time in connection with the transactions arising hereunder, it may have access to information marked or identified by JETS MRO, LLC as “confidential” or “proprietary” or other information of JETS MRO, LLC that would be reasonably understood by SUPPLIER as information not generally known to the public (collectively, Confidential Information). SUPPLIER shall restrict the use and access to the Confidential Information to its employees who are expressly required to accomplish SUPPLIER’s obligations hereunder SUPPLIER shall keep confidential and protect from disclosure all information and property obtained from JETS MRO, LLC’S Unless authorized, SUPPLIER shall use JETS MRO, LLC supplied information and property only in the performance and for the purpose of the Purchase Order or Repair Order. Upon request by JETS MRO, LLC and the completion, termination, or cancellation of the Purchase Order or Repair Order pursuant to these Terms and Conditions, SUPPLIER shall return all Confidential Information to JETS MRO, LLC.
LIMITATION ON LIABILITY
In no event shall either party (or their respective suppliers or affiliates) be liable to each other for any punitive, special, indirect, consequential, incidental, exemplary, lost profit or other similar damages arising out of, or in connection with, these Terms and Conditions or the Purchase Order or Repair Order, even if such party has been advised of the possibility of such damages.
INDEPENDENT CONTRACTOR
The relationship between the parties under these Terms and Conditions is that of independent contractors, and nothing contained herein shall be construed to create a relationship of employer and employee or principal and agent between SUPPLIER and JETS MRO, LLC’S SUPPLIER’s personnel shall serve under the exclusive direction and control of SUPPLIER and shall not be deemed to be employees or agents of JETS MRO, LLC.
GOVERNING LAW
THESE TERMS AND CONDITIONS WILL BE GOVERNED BY AND CONSTRUES AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, EXCLUDING THE PRINCIPLES OF CONFLICT LAWS THEREOF THAT WOULD CAUSE THE LAWS OF ANOTHER JURISDICTION TO APPLY. THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS IN DALLAS COUNTY, TEXAS, AND AGREE THAT ANY ACTION, SUIT OR PROCEEDING CONCERNING, RELATED TO OR ARISING OUT OF THIS AGREEMENT SHALL BE HEARD AND DETERMINED IN THE FEDERAL AND STATE COURTS IN DALLAS COUNTY, TEXAS AND FURTHER IRREVOCABLE WAIVE ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH DISPUTE BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. THE PARTIES HEREBY WAIVE TRIAL BY JURY FOR ALL CLAIMS ARISING HEREUNDER. ENTIRE AGREEMENT
These Terms and Conditions, including the Purchase Order or Repair Order, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior or simultaneous verbal or written agreements. These Terms and Conditions may not be waived or modified unless in writing signed by a duly authorized representative of each party. If any term or provision of these Terms and Conditions shall be found to be illegal or unenforceable, such illegal or unenforceable provision will be deemed modified solely to the extent required to permit its enforcement in a manner most closely approximating the intention of the parties expressed herein.
Terms and Conditions Customer
AGREEMENT. These Terms and Conditions, together with the Work Order or proposal to which
they are attached (this “Agreement”), constitute the entire agreement between Jets MRO, LLC
(“JETS”) and the customer identified on the Work Order (“Customer”) and the exclusive
statement of the work to be done and the applicable terms and conditions, and supersedes any
prior agreements and contemporaneous oral agreements, of the parties concerning its subject
matter.
These Terms and Conditions may not be waived or modified unless in writing signed by a duly
authorized representative of each party. If any term or provision of these Terms and Conditions
shall be found to be illegal or unenforceable, such illegal or unenforceable provision will be
deemed modified solely to the extent required to permit its enforcement in a manner most
closely approximating the intention of the parties expressed herein.
PAYMENT TERMS. A non-refundable deposit in the amount set forth in the Work Order or
quote is required prior to scheduling work and will be retained as liquidated damages in the
event the project is canceled by Customer.
Any maintenance work with an estimated quoted price that exceeds $100,000.00 will require
50% paid at the originally scheduled mid-point of the project. The mid-point invoice is due upon
receipt.
Except as otherwise agreed by JETS, full payment is required in cash prior to Redelivery.
Payment for services performed on an Aircraft shall become due upon completion and made
prior to redelivery or release (“Redelivery”) of such Aircraft to Customer unless Credit Terms
were approved.
2
If a final invoice cannot be provided at Redelivery, Customer shall deliver payment based upon
an estimated invoice and supplementary invoices reflecting the actual charges and balances will
be submitted to Customer as soon as practicable and will be reconciled with the amounts
previously invoiced to Customer and/or paid.
For Customers with an established credit line, payments are due within 30 days of invoice date
or no later than the due date shown on the invoice or a monthly finance charge of 1.5% will be
assessed for late payments.
Payments must be in United States Dollars and in the form of certified funds, wire transfer or
ACH. If Customer chooses to pay by credit card, JETS reserves the right to impose a service
fee of up to 3.75% of the final balance due. If payment is arranged by some other method,
potential additional charges may apply.
If, at the time of redelivery by JETS for an Aircraft, any invoices under this Agreement are then
past due, prior to release of such Aircraft, Customer shall pay to JETS all such past due
invoices under this Agreement, together with all known and estimated fees and costs hereunder
for such Aircraft being redelivered. In the event that JETS shall not have received any payment
due hereunder within ten (10) days after written notice of non-payment, JETS shall have the
right to deem such non-payment to be a “STOP WORK AUTHORIZATION” as to any Aircraft.
If this Agreement is terminated under conditions other than those expressly stated herein, and
other than for breach of this Agreement by JETS, Customer shall be responsible for the
payment of all charges incurred up to and including the date of termination.
Additionally, for Services covered by approved third party payment (i.e. warranty, insurance,
and/or title closing), JETS will require proof that JETS is a named payee.
TAXES AND DELIVERY. Prices are based on delivery to JETS’ repair facility, delivered duty
paid (“Delivery”) and redelivery to Customer at JETS’ facility (“Redelivery”). All Federal, State or
local taxes applicable to the sale, possession, use or transportation of the parts sold or the work
performed and all duties, imposts, tariffs or other similar levies shall be added to the prices and
paid by Customer, unless Customer furnishes an appropriate certificate of exemption. Customer
shall indemnify and hold JETS harmless from the payment or imposition of any tax or levy
imposed on any parts sold, or for any work performed, plus penalties, interest or reasonable
attorney’s fees connected with the imposition of any such tax or levy. Customer shall provide
current Aircraft records, including weight and balance, equipment list, interior drawings and
placard definitions and locations, registration, wiring diagrams and electrical load analysis
information and maintenance task cards, etc. as applicable prior to Delivery.
RATES AND EXPENSES. All work performed will be charged at the Customer labor rate
indicated on the Work Order or quoted. If no rate provided, all work will be charged at the JETS
effective shop and travel rates as quoted in Appendix A. Additional labor charges may be
included for overtime and/or holiday time. Estimated pricing is defined to mean an approximate
3
calculation only. The final price may exceed the estimated price. Customer agrees to pay all
expenses incurred by JETS as a result of work performed on behalf of Customer. This includes
all travel-related expenses for travel to and from the work location, as well as charges levied by
the fixed base operator, such as hangar fees, aircraft fuel, ground power, escort, etc. Customer
agrees that if parts are replaced under an exchange basis and the exchange core requires
replacement parts not normally required during the overhaul, or if the core is rejected, Customer
shall be invoiced for and shall pay for such replacement parts or additional cost associated with
the core being beyond economical repair.
ADDITIONAL CHARGES. The following additional charges are not included in the quoted prices
and shall be paid by upon demand if applicable:
a. Repair of any customer-furnished parts, material or equipment found not otherwise
suitable for its intended use.
b. Rework or additions to customer furnished engineering.
c. Fuel, oil, insurance and flight crews required for flight testing, certification and/or ground
runs on an aircraft.
d. If overtime is required in order to complete the work on the schedule requested by
Customer, JETS will advise Customer of the necessity and estimated cost and Customer
will have the option to pay overtime rates or adjust the Redelivery date.
e. Necessary replacement parts.
f. Removal and reinstallation or modification of interior components.
g. Redelivery Flights by JETS and related freight, transportation, insurance, taxes, imposts
or other similar charges.
h. Shipping and handling charges.
i. Cores that are returned for credit that are rejected, charged additional fees for excessive
damage, or for overhaul charges. Any replacement parts required in an exchange core
overhaul which are not required as part of a normal overhaul.
j. A consumable charge of up to 3% will apply to all billed labor charges.
k. A handling fee of $250 may be assessed on all parts that are supplied either by
Customer or the warranty vendor if the parts are being replaced under warranty.
l. JETS will apply a minimum of 30% markup on all parts, materials and outside vendor
services.
m. Restocking fees on returned parts will be billed at actual, including applicable shipping,
plus $250 per part.
n. Additional certification costs to meet non-FAA compliance requirements will be billed on
a time and material basis.
o. Defueling will be charged on time and materials basis. Fuel removed may not be
returned to the aircraft and discarded.
p. All non-destructive testing (NDT) is considered outside service, and the quoted prices for
tasks that require NDT are to gain access only.
q. Any special tooling and/or equipment rentals required will be additional and billed on the
final invoice.
CHANGES TO WORK. CUSTOMER MAY REQUEST CHANGES TO THE WORK IF
DOCUMENTED ON A JETS CHANGE OF WORK ORDER AND SIGNED BY CUSTOMER.
CUSTOMER ACKNOWLEDGES THAT CHANGES MAY AFFECT PRICE AND REDELIVERY
AND IS RESPONSIBLE FOR ANY CHANGE IN PRICE, INCLUDING OVERTIME REQUIRED
FOR SUCH CHANGE.
4
TITLE/LIEN. Subject to Customer’s payment to JETS of all charges due for the work, including,
without limitation, all applicable late fees, interest charges, taxes, attorney fees, and other
Additional Charges referenced above, title to the work passes to Customer at Redelivery. To
secure prompt payment when due of all amounts owed by Customer, including, without
limitation, all applicable late fees, interest charges, taxes, attorney fees, and any other
Additional Charges referenced above, JETS reserves all statutory and possessory lien rights to
which JETS is entitled under applicable law and, notwithstanding whether any such statutory or
possessory lien applies, Customer agrees that JETS may retain possession of the work and the
Aircraft (and any part thereof) until all such amounts due and owing by Customer to JETS are
paid to JETS. Customer further grants to JETS a continuing, first priority security interest in and
lien upon the work, the Aircraft (and any part thereof) and in any proceeds thereof, including but
not limited to insurance proceeds and proceeds from the sale or disposition of the Aircraft or any
portion thereof (the work, the Aircraft and any part and proceeds thereof, collectively, the
“Collateral”), to secure prompt payment when due of all amounts owed by Customer to JETS,
including, without limitation, all applicable late fees, interest charges, taxes, attorney fees, and
any other Additional Charges referenced above.
STANDARD OF SERVICE. The work performed by JETS pursuant to this Agreement shall be
performed in accordance with applicable U.S. Federal Aviation Administration Regulations
(FARs), Customer’s provided and approved maintenance program, manufacturers’ maintenance
standards and/or any special instructions furnished by Customer in writing and accepted by
JETS. JETS shall at all times, during the term of this Agreement, maintain all licenses, permits
and authorizations reasonably required in connection with its performance of the work
performed.
Customer shall have the option to provide technicians, subcontractors, advisors, or any other
person to perform services that are beyond JETS’ capabilities while Aircraft is under JETS’
custody with prior written authorization from JETS. JETS, with the prior written consent of
Customer, may subcontract to other qualified repair or overhaul facilities some of the services to
be provided to Customer.
LIMITED SERVICES WARRANTY. JETS warrants to Customers all labor pertaining to the work
that shall be performed by JETS in accordance with applicable U.S. Federal Aviation
Administration (“FAA”) regulations, JETS’ standard practices and industry standard practices.
Workmanship for maintenance and modification is warrantied against defect for the earlier of 90
days, or 100 flight hours from the date of return to service. The warranties in this shall not apply
to (a) normal wear and damage due to composite expansion or cracking; (b) damage due to
foreign objects (FOD); (c) normal leading-edge erosion; (d) damage caused by or resulting from
improper maintenance or operation; or (e) damage caused by abuse, neglect, accidents,
misuse, fire, flood, adverse environment or acts of God. These warranties apply only if the
aircraft/equipment is returned to JETS’ facilities at Customer’s expense for repair with a written
description of the defect. JETS does not warrant parts, materials, components, equipment or
services supplied or performed by other companies, but will give Customer reasonable
assistance in enforcing Customer’s rights under any such supplier or subcontractor warranty.
JETS’ warranties do not extend to (a) Customer furnished parts, materials, equipment or
components, (b) installation, in JETS’ determination, which has been repaired, altered, misused
or subjected to negligence or an accident, which adversely affects its performance. Additional
warranties may apply and are available upon request.
5
THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER
WRITTEN, ORAL, EXPRESSED, IMPLIED OR STATUTORY (INCLUDING WITHOUT
LIMITATION, ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE). IN NO EVENT SHALL JETS BE LIABLE FOR ANY SPEICAL, INCIDENTAL,
INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT
LIMITATION, LOST REVENUE OR PROFIT AND COST OF REPLACEMENT AIRCRAFT. NO
AGREEMENT EXTENDING THIS WARRANTY SHALL BE BINDING UPON JETS UNLESS IN
WRITING AND SIGNED BY ITS DULY AUTHORIZED OFFICER OR REPRESENTATIVE. THE
ABOVE WARRANTY IS THE ONLY WARRANTY GIVEN UNLESS OTHER WARRANTIES
ARE ATTACHED AND MADE A PART HEREOF.
DELIVERY, TITLE AND RISK OF LOSS. All Customer items to be maintained, serviced,
repaired, overhauled and/or modified by JETS shall be shipped to the JETS facility at
Customer’s sole cost and expense, and shall, during such transit (if applicable), be appropriately
insured by Customer. Title to all Parts, Materials and/or Components provided by JETS in
connection with the performance of any Maintenance Services on the Aircraft contemplated
pursuant to this Agreement shall pass to Customer free and clear of all liens and encumbrances
upon (i) installation of such items on the Aircraft and (ii) the payment in full of all of Customer’s
obligations relating to the maintenance services performed on the Aircraft. Risk of loss or
damage to such parts, components and/or materials shall pass to Customer at the time and
place of Redelivery to Customer.
LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, JETS’
LIABILITY ON ANY CLAIM OF ANY KIND, INCLUDING GROSS NEGLIGENCE, FOR ANY
LOSS (INCLUDING DEATH) OR DAMAGE ARISING OUT OF, CONNECTED WITH, OR
RESULTING FROM THIS AGREEMENT, OR FROM THE PERFORMANCE OR BREACH
THEREOF, OR FROM THE MANUFACTURE, SALE, REDELIVERY, RESALE, REPAIR OR
USE OF ANY PARTS, EQUIPMENT, COMPONENTS OR SERVICES COVERED BY OR
FURNISHED UNDER THIS AGREEMENT SHALL IN NO CASE EXCEED THE COST OF
REPAIR OR REPLACEMENT OF THE APPLICABLE PART, EQUIPMENT, COMPONENT OR
SERVICES WHICH GIVE RISE TO THE CLAIM. ANY SUCH LIABILITY SHALL BE
CONDITIONED ON THE CUSTOMER PROVIDING PROMPT WRITTEN NOTICE TO JETS OF
ANY CLAIM AND, IN ANY EVENT, WITHIN ONE YEAR FROM THE DATE OF OCCURRENCE
OF THE CLAIM (EXCEPT FOR WARRANTY CLAIMS, WHICH ARE GOVERNED BY THE
PROVISIONS OF JETS’ LIMITED WARRANTY), UNLESS THE PARTIES HAVE AGREED IN
WRITING TO A DIFFERENT CLAIM PERIOD. IN NO EVENT SHALL JETS BE LIABLE FOR
SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGE
INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFIT, DIMINUTION IN VALUE,
COST OF REPLACEMENT AIRCRAFT OR FOR ANY DAMAGES ARISING FROM OR
RELATED TO ACTS OF WAR OR TERRORISM.
6 INDEMNIFICATION. Each party to this Agreement hereby indemnifies and holds harmless the
other party and its respective officers, directors, partners, employees, shareholders and affiliates
for any claim, damage, loss or reasonable expense, including reasonable attorneys’ fees,
resulting from bodily injury or property damage to third parties caused by an occurrence and
arising out of the management, inspection, maintenance or use of the Aircraft which results from
the negligence or willful misconduct of such indemnifying party (an “Indemnified Loss”),
provided, however, that neither party to this Agreement will be liable for any Indemnified Loss:
a. to the extent that such loss is covered by the insurance policies, or in the event that
Customer fails to maintain the insurance coverages it is required to maintain pursuant to
JETS’ standard terms and conditions (the “Insurance Policies”), such loss would have
been covered under the required coverages had they been in effect.
b. with respect to a loss covered by the Insurance Policies, to the extent that the amount of
such loss exceeds the policy limits required by JETS’ standard terms and conditions.
c. with respect to a loss consisting of expenses incurred in connection with a loss covered
in whole or in part by the Insurance Policies, to the extent that such expenses are not
fully covered by the Insurance Policies.
d. to the extent of the comparative negligence or willful misconduct of the indemnified party
or its officers, directors, partners, employees, shareholders, affiliates, contractors,
representatives, or agents.
INDEMNIFICATION BY JETS. JETS will indemnify Customer for direct physical damage to the
Aircraft proven to have been caused by JETS’ gross negligence (“Gross Negligence Aircraft
Damage”).
INSURANCE. Customer shall be responsible for maintaining insurance on the Aircraft, including
hull insurance, equal to or greater than the value of Customer’s Aircraft during the performance
of the work or services.
GOVERNING LAW. Nothing contained herein shall require either party to act contrary to any
law, regulations or order of any governmental body or officer having jurisdiction hereof, or
contrary to any permit or authorization granted to either party by any government or
governmental body, or contrary to any arrangement pursuant to which JETS operates or utilizes
any of its facilities, or in any manner that would cause JETS’ insurance to be invalidated.
THESE TERMS AND CONDITIONS WILL BE GOVERNED BY AND CONSTRUES AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, EXCLUDING
THE PRINCIPLES OF CONFLICT LAWS THEREOF THAT WOULD CAUSE THE LAWS OF
ANOTHER JURISDICTION TO APPLY. THE PARTIES HEREBY IRREVOCABLY SUBMIT TO
THE JURISDICTION OF THE FEDERAL AND STATE COURTS IN DALLAS COUNTY, TEXAS,
AND AGREE THAT ANY ACTION, SUIT OR PROCEEDING CONCERNING, RELATED TO OR
ARISING OUT OF THIS AGREEMENT SHALL BE HEARD AND DETERMINED IN THE
FEDERAL AND STATE COURTS IN DALLAS COUNTY, TEXAS AND FURTHER
IRREVOCABLE WAIVE ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE
TO THE LAYING OF VENUE OF ANY SUCH DISPUTE BROUGHT IN SUCH COURT OR ANY
DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. THE
PARTIES HEREBY WAIVE TRIAL BY JURY FOR ALL CLAIMS ARISING HEREUNDER.
7
GOVERNMENTAL AUTHORIZATIONS. Customer must timely obtain all required governmental
authorizations, including import or export licenses and exchange permits. Customer shall
remain importer/exported of record, regardless of whether JETS provides Customer with
assistance in this area. JETS shall not be liable if any authorization is delayed, denied, revoked,
restricted or not renewed and Customer shall not be relieved on its obligation to pay for the work
or any services rendered by JETS. All articles, parts or equipment delivered shall at all times be
subject to the U.S. Export Administration Regulations and/or International Traffic in Arms
Regulation and/or Customs Regulations and laws of the U.S.A. and any amendments.
Customer agrees not to dispose of U.S. origin items provided by JETS other than in and to the
country of ultimate destination specified in Customer’s purchase order and/or approved
government licenses(s) or authorizations(s), except as the laws and regulations may permit.
DELAYS. JETS shall not be liable for delays in delivery, performance or failure to perform,
manufacture or Redelivery due to causes beyond its reasonable control, or acts of God, acts of
Customer, acts of government or military authority, increase in the scope of work requested by
Customer, condition of the Aircraft, delays in transportation or shortages, or inability due to
causes beyond its reasonable control to obtain necessary labor, materials, utilities, components
or manufacturing facilities. In the event of any such delay, the date of performance / Redelivery
shall be extended for a period of time as may be reasonably necessary to compensate for any
such delays.
DEFAULT. Should events occur which would give rise to a claim by Customer that JETS has
breached the Agreement or is otherwise in default, Customer shall first give JETS a 30-calender
day written notice of such claim. Before Customer can submit such claim to any dispute
resolution process, JETS shall have the 30-calendar day period to cure any claim and avoid any
liability to Customer. Customer’s breach or failure to pay any sum due under this Agreement or
any other agreement or contract with JETS regardless of when the agreement or contract was
entered into will, at JETS’ sole option if the breach or nonpayment is not cured within 10
calendar days after written notice of the breach, constitute a default of this Agreement and all
other agreements and contracts between Customer and JETS. In such an event, JETS may at
its option withhold performance under this Agreement and any or all of the other agreements
and contracts until a reasonable time after all defaults have been cured, and/or to take any other
action that the law permits.
ATTORNEY FEES. The prevailing party in any proceeding (including any court, arbitration or
mediation proceedings) to exercise any remedy under or otherwise enforce any term or
condition of this Agreement shall be entitled to all of its reasonable costs and attorney’s fees
incurred in connection therewith (including court costs and fees and costs of experts and other
professionals) in addition to any other relief available in law and in equity.
ACCESS TO FACILITIES. JETS shall provide the Representative access to the premises where
work is performed on the Aircraft and at the risk and peril of the Customer or Representative.
Access is conditioned upon Customer’s compliance with JETS’ and applicable airport rules and
regulations and security requirements, and provided such access does not interfere with or
disrupt JETS’ work and operations in general.
8
REPRESENTATION. The Representative shall be available at all times, either on-site or via
telephone, while work is being performed on the Customer’s Aircraft. JETS is authorized to act
as “Representative” for and on behalf of each Customer for all purposes under this Agreement.
Customer recognizes that the unavailability or unwillingness to make a decision on the part of
the designated Representative may result in a work slowdown or stoppage and possible
charges for standby time.
THE PERSON SIGNING THIS AGREEMENT (OR AUTHORIZING ANY AMENDMENT OR
SUPPLEMENT TO THIS AGREEMENT OR THE WORK) REPRESENTS AND WARRANTS
THAT SUCH PERSON (AND ANY ENTITY ON WHOSE BEHALF SUCH PERSON IS SIGNING
AS AGENT OF CUSTOMER) IS DULY AUTHORIZED TO ACT AS AN AUTHORIZED AGENT
OF CUSTOMER AND THE OWNER OF THE AIRCRAFT (IF CUSTOMER IS NOT THE
OWNER) AND HAS FULL POWER AND AUTHORITY TO SIGN THIS AGREEMENT ON
BEHALF OF THE NAMED CUSTOMER AND TO BIND CUSTOMER AND THE OWNER OF
THE AIRCRAFT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS MAY
BE AMENDED OR SUPPLEMENTED.