Parts & Engines
Standard Commercial Terms & Conditions of Sale

1. Order

Buyer's order ("Order") shall be subject to and governed solely by these Standard Commercial Terms and Conditions ("Terms and Conditions"). Except as expressly provided in section 9, any terms or conditions set forth on any documents or terms used by Buyer, including but not limited to pre-printed terms and conditions on purchase order documents, and any communications (written or oral) between the parties that are inconsistent with, or are not included within, the Terms and Conditions contained herein, shall be of no force or effect unless signed by an authorized representative of JSSI Parts, LLC ("Seller").

2. Order Acceptance

Acceptance of the Order shall be indicated by the written acknowledgment or electronic acknowledgment of Seller's authorized representative. Seller shall not be obligated to accept any Order. Seller's acceptance of an Order is given only on the express understanding and condition that only these Terms and Conditions shall govern and establish any rights and obligations of the parties with respect to the material, parts, equipment or items ("Goods") to be delivered. Seller's failure to object to provisions contained in any document or communication from Buyer shall not be deemed a waiver of the application of these Terms and Conditions.

3. Delivery

Seller will deliver the Goods covered by the Order FCA (Incoterms 2020) to Buyer's carrier at the facility designated by Seller. Title and risk of loss shall pass to Buyer upon delivery. In the event delivery is delayed due to actions or omissions of Buyer, Seller may, in its discretion, charge reasonable storage fees.

4. Export Controls

Performance hereunder is subject to the receipt of any necessary governmental export or import license, permit or similar authorization under all applicable export, import and customs laws, including U.S. export, import and customs laws affecting the goods and any associated technical data provided hereunder, or any other documentation requested from Seller in accordance with its Export Controls and Sanctions Compliance Policy. Buyer represents and warrants that it will comply with all applicable U.S. and international export, import, and sanctions laws related to the Goods. No U.S. International Traffic in Arms Regulations controlled goods, services or technical data shall be provided to Seller without its prior written consent. Notwithstanding any other provision, Seller shall have no liability (including no obligation to provide substitute goods or services or technical data), nor shall it be in breach, if for any reason any government agency does not permit, fails to issue or renew or cancels any permit or delays in issuing or renewing any permit affecting any Goods or any associated technical data provided hereunder.

5. Taxes

Buyer is responsible for all taxes, duties and other charges of any nature whatsoever, including interest and penalties thereon, arising from the sale, delivery or use of the Goods under the Order, and will reimburse Seller for any such charges Seller may be required to pay directly to any government authority or to a designated facility which performs any services related to the Order. Any and all taxes, environmental fees, restocking fees, merchandise processing fees, harbor maintenance fees, duties, tariffs, and/or similar charges from any government authority, arising from or relating to the import, export, sale, delivery, acceptance or return of an Order and/or Goods shall be borne exclusively by the Buyer. For the avoidance of doubt, Seller shall not act as the importer of record in any country in connection with the shipment, sale, delivery, acceptance or return of an Order and/or Goods.

6. Returns

Requests for return authorization (RMA) for Goods that are no longer required by Buyer, including unused Goods, must be submitted within thirty (30) days of shipment or prior to the applicable exchange core due date, if any, whichever occurs first. This timeframe represents the maximum period for return eligibility; however, all returns remain subject to Seller's review and approval in its sole discretion. Return eligibility is separate from warranty claims, which are governed by section 8. Requests submitted outside of this timeframe may be considered by Seller at its sole discretion. Re-stocking charges may apply, and returned Goods may be subject to recertification fees. A completed and signed copy of the RMA must be included with the returned Goods for any credit to be considered by Seller. All original shipping and quality documentation must be included for any credit to be considered by Seller. Any RMA request for items sold with a "guaranteed repairable" warranty must be received within 30 days from the ship date and will require a detailed repair shop quote with pricing to validate repair status. It is the Buyer's responsibility to include a commercial invoice with any international returns. For the avoidance of doubt, Seller shall not be the importer of record in any country in connection with any such return. All Goods returned, regardless of reason, will require the issuance of an RMA number from Seller prior to the physical return of the Goods. All returns will require certification that the aircraft the Goods were removed from was not involved in any accidents, incidents, heavy landing, or lightning strikes, and life limited parts must include logbooks and maintenance records for removal. Issuance of an RMA does not constitute acceptance of the return by Seller. Returns will be reviewed on a case-by-case basis, including warranty returns as provided in section 8. Failure to return any parts within 30 days from Seller's issuance of an RMA will result in the RMA being cancelled. Buyer will ship any and all returns on Buyer's account, and Seller will review the shipping costs incurred by Buyer to determine if such costs are eligible for a refund by Seller. Goods returned to Seller shall be delivered DDP (Incoterms 2020) to Seller's designated facility, with all costs of delivery (including insurance), import duties, taxes, and customs clearance borne by Buyer. To request an authorization number, please contact Seller at +1-312-614-3361 or [email protected].

7. Delay

Seller is not responsible for any failure or delay in performance resulting from causes beyond Seller's reasonable control. These may include, but are not limited to: acts of God or nature (such as earthquakes, hurricanes, floods, tornados, lightning, wildfires, droughts); pandemics or epidemics; mandatory government shutdowns; changes in, or the adoption of, applicable laws, regulations, trade restrictions, government orders or restrictions (foreign or domestic); war, war-like conditions, hostilities, invasions, terrorism or civil insurrection, mobilizations, blockades, embargos, or nuclear fallouts; seizures, detentions, or requisitions by any governmental authority; revolutions, riots, lootings, sabotage, strikes, lockouts, work stoppages; or other labor disputes; building fires or overflow of water or steam; cyberattacks, ransomware attacks, or significant interruptions to communication or IT systems; utility failures; inability to secure parts, materials, fuel, equipment, transportation, supplies, or services at reasonable prices or because of shortages thereof; or any other cause, whether similar or dissimilar, that is beyond the reasonable control of Seller. Seller 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. The time for delivery will be extended accordingly.

8. Warranty

Seller warrants to Buyer that (a) following performance by Buyer of its obligations hereunder, at time of delivery, Seller will transfer to Buyer good title to the Goods sold hereunder free and clear of all liens and encumbrances (other than any liens or encumbrances arising in the ordinary course of business or created by Buyer), and (b) Goods sold hereunder will be in the condition set forth on the shipping documents, with FAA 8130-3, manufacturer's certificate of conformance, EASA Form One or FAA 145 serviceable tags as applicable, and (c) Seller warrants that the Goods sold hereunder will be free from defects for the warranty period set forth below, commencing on the ship date from Seller, and based on the condition of the Goods stated on the invoice:

Written notice of any warranty claim must be provided as soon as possible following the discovery of the basis of the claim, using the return material authorization in section 6 above. Any inspection or damage failure claims must be made within 15 days of shipment. Any other alleged failure claims must be made within 15 days from discovery of the alleged defect. Seller will review the warranty request after the Goods are received at Seller's designated location, and for approved warranty claims, Seller will provide replacement Goods, repair of the returned Goods, or refund the amount paid, as Seller may elect in its sole discretion; provided, that, with respect to Goods constituting a life limited part, any refund in accordance with the foregoing warranty shall be reduced on a pro-rated basis taking into account the life of such part consumed by the Buyer, and any replacement part shall be in reasonably comparable condition to the part as of the time of return. Seller does not guarantee replacement parts will be available at all or at the same price as the original sale. Buyer shall be responsible for the cost of any replacement part until credit for the allegedly failed part is issued. Warranty on the replacement part will continue for the unexpired portion of the warranty period only. Seller may send Goods to a vendor for confirmation of failure before making a final decision on the Buyer's claim. To the extent assignable, Seller hereby assigns to Buyer any warranty provided to Seller by the vendor thereof. For the avoidance of doubt, the foregoing warranty shall not apply to Goods involved in an accident or incident, APUs, landing gear, windscreen/windshields/windows, and/or engine purchases or exchanges. The warranty for APUs and engine purchases or exchanges will be as set forth in the applicable purchase agreement, exchange agreement, quote or purchase order terms and conditions. As removed parts may be sold guaranteed repairable. For the avoidance of doubt, section 6 shall apply to all warranty returns.

Notwithstanding anything to the contrary, (i) the foregoing warranty is given by Seller and accepted by Buyer in place of all other express, implied or statutory terms, representations, warranties or conditions, in contract or in tort, including without limitation, any warranty or condition of merchantability or fitness for a particular purpose, in connection with any defect, non-conformity to the applicable specification and any patent infringement, and all such other terms, representations, warranties or conditions are hereby expressly disclaimed, and (ii) the only remedy for breach of the warranty is as set out herein. For greater certainty, in no event shall Seller be responsible for any special, incidental or consequential damages arising out of or in connection with either a breach of such warranty or for patent infringement, or any tortious or negligent act or omission by Seller. Special, incidental or consequential damages include, without limitation, economic loss, lost profits, loss of use, loss or damage to any property or person or any other exemplary or punitive or similar damages.

No variation or extension of the foregoing warranty or associated remedies shall be binding unless in writing and signed by a duly authorized representative of Seller. Buyer's acceptance of the foregoing or the making of any claim or receipt of any benefit thereunder, constitutes Buyer's acceptance of all the foregoing terms, conditions and limitations.

In no event shall Seller's liability exceed the total amount paid by Buyer under the Order, whether based in contract, strict liability, fault, tort, or any other right.

9. Warranty Limitations

Notwithstanding anything to the contrary set forth herein, Seller shall be relieved of all warranty obligations if:

1. Buyer maintains, operates, or permits operation of the Goods other than in accordance with the applicable manufacturer's operating and maintenance instructions, or other than in accordance with an approved maintenance program for the Goods (if applicable);
2. Buyer accomplishes or has accomplished by agencies other than by Seller, the repair or replacement of all or any portion of Seller's warranted Goods without notifying and obtaining Seller's consent in writing;
3. Buyer accomplishes or has accomplished by agencies other than Seller, repairs, alterations, modifications, replacements or overhauls of the Goods and if such repair, alteration, modification, replacement, or overhaul is determined to be the cause of such defect;
4. The Goods are operated subsequent to (1) their involvement in any accident or incident, or (2) the discovery of a defect that would give rise to a warranty claim hereunder;
5. Seller is notified in writing of any defect in Seller's warranted services after the expiration of the applicable warranty period; or
6. The assembly, engine, APU, or airframe that the component is installed into is involved in any incident/accident, corrosion, or undergoes any foreign object damage or debris object damage.

10. Terms of Payment

Except as otherwise set forth in the applicable invoice or in any other written agreement between Seller and Buyer, payment will be due prior to shipment. If Buyer has received specific payment terms from Seller, and Buyer fails to make any payment when due in accordance with the applicable invoice and such payment remains unpaid for a period of at least 30 days after the due date of the invoice, JSSI Parts shall have the right to assess a late charge on the outstanding invoice amount at a rate of the greater of (i) USD $100.00 per month or (ii) 18% per annum, assessed monthly, from the date of the invoice to the date such invoice is paid. In addition, Buyer hereby grants to Seller the right to file liens against any Goods sold by Seller to Buyer in order to enforce Seller's right to collect any past-due amounts owed by Buyer under any Order (which shall include the right to file a UCC-1 and similar statements).

11. Shipment Discrepancies

Any shipment discrepancy or receipt of incorrect Goods against the Order must be reported in writing to Seller within thirty (30) days of the date of shipment. Seller shall not be responsible for any discrepancy reported after thirty (30) days.

12. Termination

Seller may terminate the Order at any time by written notice to Buyer if Buyer fails to pay any amount when due, or if Buyer becomes insolvent or performs or permits any act of bankruptcy, liquidation, reorganization, or if a receiver, trustee or custodian is appointed to Buyer or a substantial part of Buyer's assets. In addition, Seller may terminate the order if Buyer is in default under the terms of any other agreement or order with Seller or any affiliate of Seller. Upon termination, Seller shall have no further obligation to Buyer under the Order, and Buyer will reimburse Seller's termination costs, including, without limitation, a reasonable allowance for profit as well as material, labor and administrative fees. Buyer shall reimburse Seller for all attorneys' fees and other expenses incurred by Seller in recovering any sums due from Buyer regardless of whether the Order has been terminated or not. Buyer may not terminate the Order, otherwise it is liable for damages caused to Seller as a result of the termination including, without limitation, costs and expenses as well as for the value of the work performed by Seller before termination of the Order including, without limitation, a reasonable allowance for profit.

13. Intellectual Property

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

14. Assignment

Any assignment or attempted assignment shall be null and wholly void, invalid, and totally ineffective for all purposes.

15. Subcontracts

Seller may subcontract any part of the Order without Buyer's prior written consent.

16. Choice of Law

Buyer's Order and these Terms and Conditions 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 Buyer's Order or these Terms and Conditions of the United Nations Convention on Contracts for the International Sale of Goods. Any claim arising from or relating to Buyer's Order or these Terms and Conditions shall be brought exclusively in the courts of the State of Illinois or the U.S. District Court for the Northern District of Illinois, as Seller may elect.

17. 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 Seller in the United States. Seller reserves the right to modify these Terms and Conditions at any time, and such modifications shall apply to all Orders submitted after such modifications are posted on Seller's website.