Parts & Engines
Purchase Order Terms & Conditions

1. Order

This purchase order (“Order”) is neither an expression of acceptance of any offer made to Jet Support Services, Inc., JSSI Parts, LLC or one of their respective affiliates (“Buyer”) by the service provider (“Vendor”) nor a confirmation of any contract or agreement between Buyer and Vendor. This Order is an offer to Vendor to contract on the terms set forth herein, and such offer expressly limits acceptance by Vendor to the terms set forth herein, and any additional or different terms proposed by Vendor are specifically rejected, unless expressly agreed to in a subsequent writing signed by an authorized representative of Buyer. All approvals made by the Buyer, will be in writing, and will follow the requirements of modifications set forth in this Order. For the avoidance of doubt, this Order shall also apply to any repair services provided by Vendor to Buyer.

2. Specification, Certification and Traceability

The material, parts, equipment or items (“Goods”) supplied shall comply with the applicable part numbers and other specifications stipulated on this Order. No substitutes are permitted except with the prior written consent of Buyer. Any Goods subject to Federal Aviation Regulations must have been manufactured in accordance with FAR Part 21 Sub part F, G, K or O and must be certified accordingly. Goods manufactured outside the USA which are to be fitted to a US type certificated product shall be imported into the USA in accordance with FAR part 21 Sub-part N, under a certificate of airworthiness. Goods manufactured outside the United States under EASA or other approved Civil Aviation Authority shall be certified by EASA Form One or approved equivalent Authorized Release Certificate/Airworthiness Approval Tag. All Goods in new, overhauled, modified, repaired or serviceable condition shall be appropriately certified in accordance with FAA, EASA or approved Civil Aviation Authority airworthiness requirements. All Goods shall be traceable in accordance with FAA Advisory Circular 20-62. The Vendor shall comply with FAA Advisory Circular AC 21-29D, AS6081, AS6174, AS5553 (each as may be amended from time-to-time), or equivalent. Excluding the original equipment manufacturer (“OEM”), or original component manufacturer (“OCM”) of the product supplied, the supplier of electrical, electronic and electromechanical (“EEE”) parts shall notify Buyer point of contact designated on Buyer’s Order if they are not OEM or OCM authorized to supply the EEE parts they are supplying, or if they lose OEM or OCM authorization. When inspecting for counterfeit, the Vendor shall not pre-screen homogenous lots to remove non-conforming, defective, suspect counterfeit or Counterfeit Parts prior to performing inspection and/or testing. Should a counterfeit or suspect unapproved part be found, the Vendor shall report it to the appropriate authorities and not ship such parts. Should the Vendor discover that a suspected counterfeit or unapproved part has been delivered to the Buyer, the Vendor shall notify the Buyer within 48 hours in writing. All Standard Parts shall be accompanied by a certificate from the OEM and distributor stating that the Goods fully comply with the applicable published national, international or industry specification stated in this Order. For purposes of the foregoing sentence, “Standard Parts” shall mean a part or material that conforms to an established industry or U.S. Government-published specification. All life limited consumable Goods shall have at least 75% of the remaining life prior to shipment to Buyer. Vendor will not provide to Buyer any Goods from an incident related aircraft, or Goods that were subject to extreme heat, stress, or environment, or submersion in saltwater, without the Buyer’s prior written approval. Vendor will not provide Goods that have been used on public use or military aircraft or classified as military surplus Goods without the Buyer’s prior written approval. Vendor will ensure all Airworthiness Directives (“ADs”) required by the manufacturer are incorporated, and that all ADs that are represented as having been accomplished are documented. Certification of compliance or authorized release certificate shall specify AD number, AD amendment number, date, and method of compliance. If Vendor supplies military specification parts (“MIL-Spec”), then Vendor shall only supply parts manufactured and traceable to an approved manufacturer through the NAVAIR qualified products list (“NAVAIR QPL”) or the defense logistics agency qualified products database (“DLA QPD”). The manufacturer must be on either of the approved lists at the time of the Vendor’s receipt of Order. Vendor shall not perform designated engineering representative (“DER”) repair, or repair using OEM structural repair manuals (“SRM”), or other non-OEM approved repair, or provide a part with such repairs without explicitly receiving prior approval from Buyer. If such approval is granted by Buyer, Vendor shall explicitly reference such repairs in a manner that clearly distinguishes it from OEM, non-SRM repairs (e.g. IAW RS XXX) in the certification documents and provide evidence of how the repair was approved/justified. Vendor shall not provide a part with a parts manufacturer approval (“PMA”) or other non-OEM approve subcomponent without explicitly receiving approval from Buyer. If such approval is granted by Buyer, the certification shall explicitly state the part is contained within the assembly and, should the part be a non-PMA part, reference the part’s approval. Evidence of approval of non-PMA parts shall be provided with each shipment.

3. Suspected and Confirmed Counterfeit Parts and Unapproved Parts

Vendor and Buyer agree that suspected and confirmed counterfeit and unapproved parts (collectively, “Counterfeit Parts”) have no value and if it is later determined that Counterfeit Parts were received by the Buyer from the Vendor, then any contract terms limiting the Vendor’s liabilities and/or warranties shall be deemed unenforceable.

Vendor and Buyer hereby agree that if the OEM determines the suspect counterfeit parts are authentic, then the decision is “final”. Vendor and Buyer hereby agree that if Buyer or a testing laboratory chosen by Buyer determines that the parts supplied are suspect counterfeit or counterfeit, then Vendor has the right to: (1) agree with Buyer’s findings and the transaction will be voided; or (2) dispute Buyer’s findings by contracting with an Buyer approved and Vendor recognized test laboratory (hereafter referred to as “lab”) for further test verification.

If Vendor accepts Buyer’s findings and chooses to immediately void the transaction, the suspect Counterfeit Parts will not be returned to Vendor unless and/or until an independent lab agreed to by both Vendor and Buyer determines that the parts are not suspect counterfeit or counterfeit. Suspect counterfeit or Counterfeit Parts should be offered to the authority of applicable jurisdiction or the OEM for investigation, with a written accept or decline response from those activities within 90 days.

Buyer shall retain possession of the suspected Counterfeit Parts for a time period at least as long as the applicable statute of limitations or the appropriate authority’s (e.g., law enforcement or OEM) investigation. Once Vendor received notification from Buyer that the suspect parts supplied voided the transaction between them, if Vendor exercises its right to have an independent lab choose among whether the suspect Counterfeit Parts are counterfeit and the lab findings state that the suspect parts are counterfeit, then Vendor will not be reimbursed for the immediate refund of any monies paid by Buyer for the Counterfeit Parts.

If Vendor does not exercise its right to have an independent lab perform the suspect Counterfeit Parts test verification, then the suspect Counterfeit Parts will not be returned to Vendor and Buyer shall retain possession of the suspect Counterfeit Parts for a time period as long as the applicable statute of limitations or the appropriate authority’s investigation. If, however, the suspect Counterfeit Parts are determined by the test lab contracted by Vendor to be authentic, then the suspect Counterfeit Parts will be returned to Vendor and Buyer shall reimburse Vendor for all lab charges issued by the test lab. Buyer and Vendor agree that whether or not the lab charges will be paid by Buyer, Buyer shall issue payment immediately upon notification of the lab findings.

If Vendor refuses to pay the immediate refund of any monies paid by Buyer for the suspect Counterfeit Parts, then in the event that Vendor pursues its available rights in civil or criminal courts, Buyer has the right to contract a law firm and pursue a judgment for payment by Vendor who will then be responsible for paying those charges. Upon completion of testing, samples will be returned to Vendor who will return them to Buyer.

If suspect Counterfeit Parts are accepted by the authority having jurisdiction or the OEM, then destruction of evidence is only allowed once approval from those bodies has been granted. After destruction approval has been granted, then Buyer shall have the absolute right to destroy the suspect Counterfeit Parts. If declined by both of these bodies or if there is no response received within 90 days, then the Buyer and Vendor agree that the Buyer shall have the absolute right to destroy the suspect Counterfeit Parts after expiration of the applicable statute of limitations under the appropriate authority(ies) having jurisdiction.

Notwithstanding the above, if Buyer and Vendor agree in writing that the parts can be immediately destroyed, the parts will be destroyed per their agreement so long as all civil or criminal actions, in which the suspect Counterfeit Parts are the subject of the action, have been completed.

4. Packaging

Unless otherwise explicitly stated in the Order, all Goods included in the Order shall be preserved and packaged to the maximum extent for storage. Vendor shall not ship Goods in packaging that can create a foreign object debris (FOD) risk or damage risk to the Goods or to the receiving process. Types of packaging that is not allowed includes, but is not limited to, packing peanuts, small pellet-like/pebblelike packaging, and debris in packaging. All Goods will be packed and marked (including notice of hazardous substances) in accordance with industry standards and will comply with applicable laws and carrier requirements. For the avoidance of doubt, any hazardous material(s) (as defined by 49 CFR § 105.5) must be shipped by personnel certified in the transportation of dangerous goods and a dangerous goods certificate must be presented upon request. Goods will be packed in accordance with ATA 300. All engines and auxiliary power units (“APU”) shall be shipped with a fully pneumatic suspension, in an OEM approved stand or crate, using only the appropriate tiedowns. Each container will be marked with applicable Order number and be accompanied by one copy of the shipping papers. Life limited and shelf-life limited parts and materials shall explicitly state the life limited status (e.g., time since overhaul (“TSO”), cycle since overhaul (“CSO”), and expiration date, on the documentation. If not already listed on certification documentation, the foregoing shall be listed by surplus vendors and distributors on other documentation included with the Goods. Parts requiring special handling when unpackaged, such as the use of white cotton gloves when handling, shall be explicitly labeled to state such requirements.

Vendor shall provide a document, in the form of a packing slip, that includes at a minimum the following; the location of where the part is shipping from, the ship-to location, a reference to Buyer’s order number, and a list of any and all parts that include the part number, serial number and lot/batch number (if applicable) and quantity. Vendors not shipping directly to the Buyer’s facility shall email a copy of the packing slip, and all certification documents to the Buyer listed on the order. Parts that require storage under specific environmental conditions shall include documentation stating such environmental requirements. Environmental conditions include but are not limited to, temperature and dew point/humidity. If Vendor is providing parts that are subject to electrostatic discharge (“ESD”) damage, then Vendor shall ensure it has, and abides by, an ESD program compliant to ANSI/ESD S20.20, or equivalent. Parts subject to ESD damage shall be packaged and marked according to manufacturer recommendations to prevent such damage. If no such recommendations are available, parts shall be packaged and marked according to ANSI/ESD S20.20 or equivalent. No tape shall be directly used to cover threads or electrical circuits. All used plumbing and parts related to an aircraft toilet shall be washed thoroughly to remove all human waste.

5. Title and Risk of Loss

Title and risk of loss of Goods purchased hereunder will be borne by Vendor until Goods are received, in accordance with the terms hereof, at the FOB point specified herein at which time title and risk of loss will be borne by Buyer.

6. No Liens

Following Vendor’s sale of the Goods to Buyer, or, in the case of repair services where Vendor has possession of Buyer’s property, Vendor will not, and will not permit any of its creditors to, place any lien or encumbrance on the Goods. With respect to repair services provided by Vendor to Buyer, all of Buyer’s property shall be segregated at the Vendor’s facility and prominently identified as property of Buyer.

7. Termination for Convenience

At any time and without cause, Buyer will have the right, at its sole discretion, to terminate this Order by written notice to Vendor. In the event of such termination, Vendor will be entitled only to payment for performance through the date of termination. Vendor will mitigate such costs to the extent it is reasonably possible. Buyer’s liability under this paragraph will not exceed the aggregate price specified in this Order.

8. Returns

Buyer will have the right, at its sole discretion, at any time and without cause, within sixty (60) days after acceptance of the Goods, return to Vendor any part or all of the Goods and receive full credit on such returns.

9. Inspection

All Goods ordered will be subject to inspection and acceptance at destination by Buyer or its authorized representative within a commercially reasonable time. Buyer’s inspection, testing, or payment for the Goods shall not constitute acceptance thereof. Buyer shall have the right to reject Goods that are defective or not in conformity with this Order within a reasonable period after discovery of the defect, regardless of prior acceptance, per Section 14 of this Order. Vendor is required to perform a final visual inspection of all products, packaging, and documentation prior to shipment.

10. Delay

Time is of the essence for performance of this Order. If any Goods or services are not delivered within the time specified, Buyer, in addition to any other remedies provided by law, may refuse to accept all or any part of such Goods or services and cancel this order; provided however, neither party will be responsible for any failure or delay in performance resulting from causes beyond its reasonable control. These may include, but are not limited to, acts of government, court order, civil unrest, sabotage, adverse weather conditions, labor problems and shortage of materials or services. Vendor will give timely notice to Buyer of any such event and shall use reasonable efforts to avoid or remove the cause and resume performance with minimum delay.

11. Prices

Vendor understands and agrees that federal, state, or local taxes, fees, excise and/or charges, which are in existence now or may be imposed on the manufacture and sale of the Goods, are payable by Vendor and may be added to this Order. Vendor represents that the price or prices specified in the PO are current prices and do not exceed the last or current price quoted or charged to any other buyer for the same or substantially similar Goods, taking into account quantity and schedule considerations. Prices are not subject to revision. Unless otherwise specified, the price set forth in this Order will include all charges for Vendor’s packing and crating and for cartage to Cost, Insurance, Freight (CIF) Free On Board (FOB) point. Vendor will provide a “Commercial Invoice” for all Goods imported during the performance of this Order to Buyer. This invoice will contain the description, value and country of origin of the merchandise being imported. The Commercial Invoice will be signed by the Vendor, Vendor’s shipper or Vendor’s agent, as required for Customs entry and will be prepared in accordance with 141.86 of the U.S. Customs Regulations. The Commercial Invoice presented to Customs must contain certain pieces of information in order for Customs and the broker to be able to determine the classification of the merchandise. Any inaccurate or misleading statement of fact in a required document may result in delays in release, detention of Goods, increased review by import specialists or penalties against the importer. Vendor is responsible for and agrees to indemnify Buyer for any and all fines, damages, losses, expenses, attorney fees, court costs, etc., (collectively “Losses”) that result from Vendor’s failure to comply with the Commercial Invoice requirements, including, but not limited to, any Losses incurred by Buyer as a result of Vendor’s failure to list the correct Harmonized Tariff Schedule on any such Commercial Invoice.

12. Invoices and Payment

A separate invoice will be issued for each shipment. Invoices must be fully itemized and show the Order number, Order line number, date, weights, sizes, quantities, and discounts. The invoice date will not precede the shipment date. Rejections, delays in delivery or delivery in advance of required delivery date, and/or errors in the invoice and/or shipping documentation will be considered just cause for withholding payment without loss of cash discount privilege(s). Payment of an invoice shall be paid in full less any offset or withholdings unless otherwise agreed in writing by Buyer and Vendor. Vendor agrees that Buyer may, at any time and from time to time, set-off, recoup or credit any amounts owed to Vendor hereunder against any amounts owed by Vendor to Buyer or any affiliate of Buyer. For the purposes hereof, affiliate means any parent, subsidiary or entity under common ownership or control with Buyer. Vendor shall issue credit for any warranty claims upheld.

13. Bill Backs

For any exchanges performed, Vendor shall provide any additional bill backs and “over-and-above” charges resulting from repairs or return of cores within sixty (60) days of receiving the core. For the avoidance of doubt, Buyer shall not be responsible for such charges after the sixty (60) day period.

14. Warranties

Vendor warrants that (a) all Goods and services when delivered will be merchantable and free from defects in workmanship and material, will conform strictly to the specifications, drawings, samples, or other description specified herein or furnished herewith, and will be fit for their ordinary intended purposes and any special purpose specified by Buyer; (b) it has good title to the Goods free from all encumbrances and that it will defend such title against demands of all persons whomsoever arising from any event or condition occurring prior to delivery of the Goods; (c) Goods of Vendor’s design or production will be free from defects in design or production; and (d) it has all required authority and approvals to sell the Goods to and perform the services for Buyer. All warranties shall run to Buyer, its successors, assigns, and all persons to whom the Goods may be resold. Buyer or its assignee may, at its option, either (i) return defective or nonconforming Goods for credit or refund (without Vendor having any right to furnish conforming Goods), (ii) require payment of related labor and freight cost, (iii) require prompt replacement or correction of the defective or nonconforming Goods, or (iv) have the defective item(s) corrected or replaced at Vendor’s expense and deduct the cost thereof from any monies due Vendor. Such Goods will be held for Vendor’s instructions and at its risk, or at Buyer’s option, will be returned at Vendor’s risk. The return to Vendor of any defective or nonconforming Goods and delivery to Buyer of any corrected or replaced Goods will be at Vendor’s expense. Buyer’s packing sheet, which accompanies Goods returned, will indicate whether Goods are to be corrected, replaced or credited to Buyer. No Goods thus returned will be replaced or corrected by Vendor without Buyer’s written instructions. Goods that have been rejected or required to be corrected will not thereafter be tendered for acceptance unless the former rejection or correction requirement is disclosed in writing. The obligations of this paragraph will survive the cancellation, termination, or completion of this Order.

15. Indemnity

Vendor hereby releases and agrees to indemnify, defend and hold harmless Buyer, its officers, directors, employees and agents against all losses, liabilities, damages, costs, and expenses (a) arising from infringement or alleged infringement of any United States or foreign letters patent or any other intellectual property right by the services provided hereunder or by any of the Goods delivered hereunder which were designed or manufactured by Vendor, and Vendor will defend or settle at its own expense any suit or proceeding brought for such infringement; and (b) for deaths of or injuries to any persons whomsoever, and for loss of, damage to, delay in delivery or destruction of any property arising out of or in any way connected with the services performed or Goods sold hereunder, except to the extent such loss is caused solely by Buyer’s willful misconduct. Promptly on Buyer’s request, Vendor will pay all such losses, liabilities, damages, costs, and expenses and all costs and expenses of any claim, demand, suit, action, proceeding, litigation, or settlement relating thereto.

16. Government Regulations Relating to Export

The Goods and data provided under this Order may be subject to the provision of the Export Administration Act of 1979 (50 USC 2401-2420) and the Export Administration Regulations (15 CFR 768-799) promulgated thereunder; the Arms Export Control Act of 1976 (22 USC 2751-2779) and the International Traffic in Arms Regulation (22 CFR 120-128 and 130) promulgated thereunder; and the Canadian Export and Import Permits Act (RS Chapter 17). Vendor acknowledge that these statutes and regulations impose restrictions on import, export, and transfer to third countries of certain categories of data and Goods, and that licenses from the US Department of State and/or U.S. Department of Commerce and/or Canadian Department of Foreign Affairs and International Trade may be required before such Goods and data can be provided hereunder, and that such licenses may impose further restrictions on use of such Goods and data. Disclosure of such Goods and data to foreign persons is subject to the above regulations regardless if the export occurs in the US or abroad. Vendor agrees to comply with all domestic and international export regulations applicable to the import, export, and re-export of Goods and/or data. Vendor will indemnify and hold Buyer harmless for any loss, damage, or expense, including lost profit, attorney’s fees and court costs, incurred for or as a result of any failure or alleged failure of Vendor to comply with the above referenced laws and regulations. Vendor further agrees to provide appropriate certification to Buyer that the Good(s) procured under this Order are not on the United States Munitions List (USML). Furthermore, as part of Vendor’s obligation under this Order, Vendor will, on the first shipment to Buyer, provide the Export Control Classification Number, the Harmonized Tariff Schedule Classification Number, and a Certificate of Origin or a Manufacturers Affidavit for each part to Buyer.

17. Intellectual Property

All intellectual property, including but not limited to technical data, software, specifications, and documentation provided by Buyer, shall remain the sole and exclusive property of Buyer or its licensors. No rights or licenses are granted to Seller except as expressly set forth in writing.

18. Assignment

Any assignment or attempted assignment of this Order by Vendor shall be wholly void, invalid and totally ineffective for all purposes.

19. Modifications

No modifications of this Order will be binding on Buyer unless in writing and signed by Buyer or its agent. Acceptable written forms of modification include the following: updates to the purchase or repair order, a written email from Buyer listed on the purchase or repair order, a mutual agreement executed by both the Vendor and Buyer, or changes listed on Buyer’s company letterhead. All verbal or written changes delivered in a non-acceptable form shall be rejected by the Vendor and Vendor shall explicitly let the requester know that the changes are rejected for this reason. Usage of trade, course of performance, and course of dealing cannot supplement or modify this Order. Buyer reserves the right to make, and Vendor agrees to accept reasonable changes to this Order, including changes as to packing, testing, destinations, specifications, designs, and delivery schedules, but changes will be authorized only by Buyer’s written instructions. If such instructions affect delivery or price, Vendor will notify Buyer immediately, and an equitable adjustment in prices or other terms hereof will be agreed upon in a written amendment to this Order. Buyer’s (a) failure to insist on strict performance of any term or condition hereof; or (b) failure or delay to exercise any right or remedy provided herein or by law or properly to notify Vendor in the event of breach; or (c) acceptance of or payment for Goods hereunder; or (d) approval of any design will not release Vendor from any of the warranties or obligations of this Order and will not be deemed a waiver of any right of Buyer to insist upon strict performance hereof or of any of its rights or remedies as to any prior or subsequent default hereunder; nor will any purported oral modification or rescission of this Order by Buyer operate as a waiver of any term or condition hereof.

20. General

If there is an express conflict between the terms of this Order and the provisions of any current written agreement between Vendor and Buyer also intended expressly to apply to the Goods and/or services ordered herein, those provisions will control only those Goods and services contemplated both by this Order and the agreement. In filling this Order, Vendor and its subcontractors will comply with all applicable federal, state and local laws and rules and regulations and shall furnish evidence of such compliance as required by Buyer. Nothing in this Order or any acceptance hereof will constitute Vendor or any of its officers, directors, or employees as Buyer’s agent, legal representative, or employee.

21. Choice of Law

This Order shall be governed by the laws of the State of Illinois, USA, without regard to its conflicts of law principles. The parties specifically disclaim application to this Order of the United Nations Convention on Contracts for the International Sale of Goods.

22. Language

The Order, these terms and conditions, any document referenced herein or attached hereto, any report, any drawings or other technical information, or any notice or binding communication shall be drafted in English, shall be interpreted in accordance with the plain English meaning of their terms, and shall employ the units of measure customarily used by Vendor in the United States. Buyer reserves the right to modify these Purchase Order Terms and Conditions at any time, and such modifications shall apply to all Orders submitted after such modifications are posted on the website.