TERMS AND CONDITIONS OF SALE
Unless otherwise specifically agreed to in writing and signed by an authorized employee of PARTSCARE, the following terms and conditions of sale ("Agreement") apply to all sales of products from PARTSCARE to Buyer. Any different or additional terms and conditions proposed by Buyer in its purchase order, or otherwise, are objected to by PARTSCARE. Buyer's assent to this Agreement is conclusively presumed from Buyer's failure to reasonably object in writing and from Buyer' s acceptance of all or part of the products ordered. This Agreement represents the entire agreement of the parties and all proposals, negotiations, representations or agreements made or entered into prior to or contemporaneously with this Agreement, whether verbal or written, are cancelled and superseded by this Agreement.
1. PRICES. All quotations are made for immediate acceptance and are subject to change without notice prior to acceptance. All sales by PARTSCARE are EXW (Incoterms 2010) PARTSCARE's point of shipment unless otherwise specified. Prices are stated in United States Dollars or Euros, exclusive of sales‚ use‚ excise or similar taxes, and are subject to any price adjustment necessitated by PARTSCARE's compliance with any act of government. Any tax or other governmental charge upon the production‚ sale, shipment or use of the product which PARTSCARE is required to pay or collect from Buyer shall be paid by Buyer to PARTSCARE unless Buyer furnishes PARTSCARE with a tax exemption certificate acceptable to the appropriate taxing authority. Any changes in tariffs, freight rate or transportation charges prior to the date of shipment will be paid by the Buyer. PARTSCARE cannot be hold responsible if a delivery is late due to its suppliers action(s). PARTSCARE cannot be hold responsible if its supplier(s) ship direct to BUYER in one or more shipments.
2.PAYMENT. Unless PARTSCARE's Director of Credit and Collections has extended credit terms to Buyer in writing‚ or unless other terms are included in delivery documents issued by PartsCare for the products, payment terms are net 30 days. PARTSCARE reserves the right to modify or withdraw credit terms at any time without notice and to require guarantees, security, or payment in advance of the amount of credit involved. If Buyer fails to fulfill the terms of payment, PARTSCARE may defer further shipment to Buyer or‚ at its option, cancel the unshipped portion of Buyer's order. Buyer agrees to pay interest on all past due invoices at ten percent (10%) per started month with a minimum of 75 EURO (SEVENTY FIVE EURO) per invoice. All parts and products sold by PARTSCARE to Buyer remain the property of PARTSCARE until all related invoices are paid on the account of PARTSCARE.
3.TERMS OF SHIPMENT, ACCEPTANCE. PARTSCARE will ship in accordance with instructions supplied by Buyer, but if Buyer fails to furnish such instructions, PARTSCARE will select what is, in its opinion, the most satisfactory routing for shipment. If Buyer is to pick up products and has not done so within seven (7) days after notification that they are ready for shipment, PARTSCARE may ship the products commercial carrier. Title to products passes at the same time as risk of loss in accordance with the Incoterm specified in paragraph 1. Any prepayment by PARTSCARE of freight charges shall be as stated in the delivery documents of the products. By accepting products from the carrier, Buyer agrees that they are free of defects, which a reasonably careful inspection would disclose. End items and/or spare parts shall be packed and packaged in accordance with reasonable commercial practice for one-way shipment by air and/or surface transportation.
4. DATE OF SHIPMENT. Shipping dates are given at the best of PARTSCARE's knowledge based upon conditions existing at the time the order is placed and information furnished by Buyer. PARTSCARE will, in good faith, endeavor to ship by the estimated shipping date but shall not be responsible for any delay or any damage arising from its failure to ship by the estimated shipping date.
5. CANCELLATION OF ORDER BY BUYER: RETURN OF PRODUCTS FOR CREDIT. Buyer's order may not be modified or rescinded except in writing signed by PARTSCARE and Buyer. If all or part of Buyer's order is terminated by such modification or rescission, Buyer, in the absence of a contrary written agreement between PARTSCARE and Buyers, shall pay termination charges based upon 25% of the total order value and all shipping charges. In any circumstance, PARTSCARE's written consent, in the form of a Return Material authorization Document, must be given in advance of Buyer's return of products for credit.
6. FORCE MAJEURE. PARTSCARE shall not be liable for any failure to perform its obligations under this Agreement resulting directly or indirectly from or contributed to by any acts of God, acts of Buyer, acts of civil or military authority, priorities, fire, strikes or other labor disputes, accidents, floods, epidemics, war‚ riot, delays in transportation, lack of or inability to obtain raw materials, components, labor, fuel or supplies, or other circumstances beyond PARTSCARE's reasonable control.
7. DISCLAIMER OF ANY WARRANTY. BUYER ACKNOWLEDGES THAT IT IS PURCHASING PRODUCTS FROM PARTSCARE IN PARTSCARE'S CAPACITY AS A DISTRIBUTOR OF SUCH PRODUCTS FOR THE MANFACTURERS OF SUCH PRODUCTS. BUYER ACKNOWLEDGES THAT IT WILL LOOK SOLELY TO THE WARRANTY(IES), IF ANY, PROVIDED BY THE MANUFACTURER AND THAT PARTSCARE MAKES NO WARRANTIES ON ITS OWN BEHALF WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT BY WAY OF LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
8. EXCLUSIVITY OF REMEDY, LIMITATION OF LIABILITY. In the event Buyer claims that PARTSCARE has breached any of its obligations under this Agreement, PARTSCARE may request the return of the products and tender to the Buyer the purchase price therefore paid by Buyer and, in such event, PARTSCARE shall have no further obligations under this Agreement except to refund such purchase price upon redelivery of the products. If PARTSCARE so requests the return of the products, the products shall be redelivered to PARTSCARE in accordance with PARTSCARE's instructions at PARTSCARE's expense. THE REMEDIES PROVIDED FOR IN THIS PARAGRAPH SHALL CONSTITUTE THE SOLE RECOURSE OF BUYER AGAINST PARTSCARE FOR CLAIMS RELATING TO THE SALE OR USE OF PRODUCTS‚ WHETHER THE CLAIM IS MADE IN TORT OR IN CONTRACT‚ INCLUDING CLAIMS BASED ON WARRANTY, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE. IN NO EVENT SHALL PARTSCARE BE LIABLE FOR INDRIECT, INCIDENTAL, CONSEQUENTIAL DAMAGES, ANY DAMAGE TO AIRCRAFT, or LOSS OF USE. NOR SHALL PARTSCARE's LIABILITY FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT OR THE MANUFACTURE‚ SALE, DELIVERY OR USE OF THE PRODUCTS EXCEED THE PURCHASE PRICE OF THE PRODUCT.
9. GOVERNING LAW, VENUE, LIMITATION OF ACTIONS. This Agreement is performed in Vilvoorde, Belgium and shall be governed by the Belgian laws without regard for its conflict of laws rules and specifically excludes the U.N. Convention on Contracts for the International Sale of Goods. No action for breach of this Agreement or any covenant or warranty arising under this Agreement, shall be brought more than one year after the cause of action has occurred. Buyer agrees that any legal action or proceeding by Buyer against PARTSCARE with respect to this Agreement will be brought in a court of competent jurisdiction located in Brussels, Belgium
10. U.S. AND INTERNATIONAL TRADE CONTROL LAWS AND REGULATIONS: Buyer will comply with applicable import and export laws and regulations, including those of the United States, and with all applicable export licenses and their provisos. Buyer shall not make any dispositions, re- exports or diversion of the products purchased from PARTSCARE except as United States and international laws may expressly permit. Buyer will not rely on PARTSCARE'S classification information. Per 15 C.F.R. 758.3 in a routed transaction where Buyer is a foreign party, Buyer shall be considered the Foreign Principal Party in Interest, and expressly agrees to assume responsibility for determining licensing requirements over all transactions, and as authorized forwarding agent, with Power of Attorney to act on its behalf. Buyer will provide copies of such Power of Attorney to PARTSCARE at [email protected].
11. TRANSPORTATION SECURITY REQUIREMENTS: Buyer agrees to make a good faith effort to require its agents (including, but not limited to, brokers and freight forwarders) to (i) comply with all applicable transportation security laws and regulations, and (ii) provide proper identification and purchase order number when picking up products from PARTSCARE.
Revised September 11, 2015
1. PRICES. All quotations are made for immediate acceptance and are subject to change without notice prior to acceptance. All sales by PARTSCARE are EXW (Incoterms 2010) PARTSCARE's point of shipment unless otherwise specified. Prices are stated in United States Dollars or Euros, exclusive of sales‚ use‚ excise or similar taxes, and are subject to any price adjustment necessitated by PARTSCARE's compliance with any act of government. Any tax or other governmental charge upon the production‚ sale, shipment or use of the product which PARTSCARE is required to pay or collect from Buyer shall be paid by Buyer to PARTSCARE unless Buyer furnishes PARTSCARE with a tax exemption certificate acceptable to the appropriate taxing authority. Any changes in tariffs, freight rate or transportation charges prior to the date of shipment will be paid by the Buyer. PARTSCARE cannot be hold responsible if a delivery is late due to its suppliers action(s). PARTSCARE cannot be hold responsible if its supplier(s) ship direct to BUYER in one or more shipments.
2.PAYMENT. Unless PARTSCARE's Director of Credit and Collections has extended credit terms to Buyer in writing‚ or unless other terms are included in delivery documents issued by PartsCare for the products, payment terms are net 30 days. PARTSCARE reserves the right to modify or withdraw credit terms at any time without notice and to require guarantees, security, or payment in advance of the amount of credit involved. If Buyer fails to fulfill the terms of payment, PARTSCARE may defer further shipment to Buyer or‚ at its option, cancel the unshipped portion of Buyer's order. Buyer agrees to pay interest on all past due invoices at ten percent (10%) per started month with a minimum of 75 EURO (SEVENTY FIVE EURO) per invoice. All parts and products sold by PARTSCARE to Buyer remain the property of PARTSCARE until all related invoices are paid on the account of PARTSCARE.
3.TERMS OF SHIPMENT, ACCEPTANCE. PARTSCARE will ship in accordance with instructions supplied by Buyer, but if Buyer fails to furnish such instructions, PARTSCARE will select what is, in its opinion, the most satisfactory routing for shipment. If Buyer is to pick up products and has not done so within seven (7) days after notification that they are ready for shipment, PARTSCARE may ship the products commercial carrier. Title to products passes at the same time as risk of loss in accordance with the Incoterm specified in paragraph 1. Any prepayment by PARTSCARE of freight charges shall be as stated in the delivery documents of the products. By accepting products from the carrier, Buyer agrees that they are free of defects, which a reasonably careful inspection would disclose. End items and/or spare parts shall be packed and packaged in accordance with reasonable commercial practice for one-way shipment by air and/or surface transportation.
4. DATE OF SHIPMENT. Shipping dates are given at the best of PARTSCARE's knowledge based upon conditions existing at the time the order is placed and information furnished by Buyer. PARTSCARE will, in good faith, endeavor to ship by the estimated shipping date but shall not be responsible for any delay or any damage arising from its failure to ship by the estimated shipping date.
5. CANCELLATION OF ORDER BY BUYER: RETURN OF PRODUCTS FOR CREDIT. Buyer's order may not be modified or rescinded except in writing signed by PARTSCARE and Buyer. If all or part of Buyer's order is terminated by such modification or rescission, Buyer, in the absence of a contrary written agreement between PARTSCARE and Buyers, shall pay termination charges based upon 25% of the total order value and all shipping charges. In any circumstance, PARTSCARE's written consent, in the form of a Return Material authorization Document, must be given in advance of Buyer's return of products for credit.
6. FORCE MAJEURE. PARTSCARE shall not be liable for any failure to perform its obligations under this Agreement resulting directly or indirectly from or contributed to by any acts of God, acts of Buyer, acts of civil or military authority, priorities, fire, strikes or other labor disputes, accidents, floods, epidemics, war‚ riot, delays in transportation, lack of or inability to obtain raw materials, components, labor, fuel or supplies, or other circumstances beyond PARTSCARE's reasonable control.
7. DISCLAIMER OF ANY WARRANTY. BUYER ACKNOWLEDGES THAT IT IS PURCHASING PRODUCTS FROM PARTSCARE IN PARTSCARE'S CAPACITY AS A DISTRIBUTOR OF SUCH PRODUCTS FOR THE MANFACTURERS OF SUCH PRODUCTS. BUYER ACKNOWLEDGES THAT IT WILL LOOK SOLELY TO THE WARRANTY(IES), IF ANY, PROVIDED BY THE MANUFACTURER AND THAT PARTSCARE MAKES NO WARRANTIES ON ITS OWN BEHALF WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT BY WAY OF LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
8. EXCLUSIVITY OF REMEDY, LIMITATION OF LIABILITY. In the event Buyer claims that PARTSCARE has breached any of its obligations under this Agreement, PARTSCARE may request the return of the products and tender to the Buyer the purchase price therefore paid by Buyer and, in such event, PARTSCARE shall have no further obligations under this Agreement except to refund such purchase price upon redelivery of the products. If PARTSCARE so requests the return of the products, the products shall be redelivered to PARTSCARE in accordance with PARTSCARE's instructions at PARTSCARE's expense. THE REMEDIES PROVIDED FOR IN THIS PARAGRAPH SHALL CONSTITUTE THE SOLE RECOURSE OF BUYER AGAINST PARTSCARE FOR CLAIMS RELATING TO THE SALE OR USE OF PRODUCTS‚ WHETHER THE CLAIM IS MADE IN TORT OR IN CONTRACT‚ INCLUDING CLAIMS BASED ON WARRANTY, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE. IN NO EVENT SHALL PARTSCARE BE LIABLE FOR INDRIECT, INCIDENTAL, CONSEQUENTIAL DAMAGES, ANY DAMAGE TO AIRCRAFT, or LOSS OF USE. NOR SHALL PARTSCARE's LIABILITY FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT OR THE MANUFACTURE‚ SALE, DELIVERY OR USE OF THE PRODUCTS EXCEED THE PURCHASE PRICE OF THE PRODUCT.
9. GOVERNING LAW, VENUE, LIMITATION OF ACTIONS. This Agreement is performed in Vilvoorde, Belgium and shall be governed by the Belgian laws without regard for its conflict of laws rules and specifically excludes the U.N. Convention on Contracts for the International Sale of Goods. No action for breach of this Agreement or any covenant or warranty arising under this Agreement, shall be brought more than one year after the cause of action has occurred. Buyer agrees that any legal action or proceeding by Buyer against PARTSCARE with respect to this Agreement will be brought in a court of competent jurisdiction located in Brussels, Belgium
10. U.S. AND INTERNATIONAL TRADE CONTROL LAWS AND REGULATIONS: Buyer will comply with applicable import and export laws and regulations, including those of the United States, and with all applicable export licenses and their provisos. Buyer shall not make any dispositions, re- exports or diversion of the products purchased from PARTSCARE except as United States and international laws may expressly permit. Buyer will not rely on PARTSCARE'S classification information. Per 15 C.F.R. 758.3 in a routed transaction where Buyer is a foreign party, Buyer shall be considered the Foreign Principal Party in Interest, and expressly agrees to assume responsibility for determining licensing requirements over all transactions, and as authorized forwarding agent, with Power of Attorney to act on its behalf. Buyer will provide copies of such Power of Attorney to PARTSCARE at [email protected].
11. TRANSPORTATION SECURITY REQUIREMENTS: Buyer agrees to make a good faith effort to require its agents (including, but not limited to, brokers and freight forwarders) to (i) comply with all applicable transportation security laws and regulations, and (ii) provide proper identification and purchase order number when picking up products from PARTSCARE.
Revised September 11, 2015