Terms and Conditions of Service


All descriptions, quotations, proposals, offers, acknowledgements, acceptances and sales of Products are subject to and shall be governed exclusively by the provisions of this STANDARD TERMS AND CONDITIONS OF SALE (“Agreement”). Customer’s offer to purchase parts and services (Products) from Phast Parts Enterprise LLC (PPE) is limited to the terms and conditions of this Agreement. Any terms or conditions in addition to, or inconsistent with those stated herein, proposed by Customer in any offer to PPE, are hereby, by reference, totally rejected. No such additional, different, or inconsistent terms and conditions shall become part of this Agreement between Customer and PPE unless expressly agreed to in a writing signed by both parties. PPE’s acceptance of any offer to purchase by Customer is expressly conditioned upon Customer’s full agreement to all the terms and conditions stated herein, including any terms in addition to, or inconsistent with those contained in Customer’s placement of Product order or receipt by Customer of PPE’s Products shall in all events constitute full acknowledgement of and assent to the terms and conditions in this Agreement. Customer may not assign any rights under this Agreement, any purchase orders, or any contract to purchase resulting from purchase orders without PPE’s prior written consent. Any purported assignment by Customer in violation of this Agreement is void.

Sales Policy-Pricing


QUOTES

All prices quoted are valid for 30 days if ordered by customer within this time frame. If not ordered within this time frame, PPE will invoice for Products at current prices at the time PPE accepts Customer’s order. All prices shown are in United States Dollars. Export shipments requiring special crating may be assessed additional crating charges. Crating charges, or special packaging requirements may be quoted upon request by the customer. Import duties imposed by countries other than the United States are not included in published prices. Unless specifically otherwise set forth, Product prices do not include the cost of freight, which will be charged to Customer’s account, or costs or charges for insurance or any production, local sales, use, transfer, transportation, excise, state, or other similar tax, tariffs, or customs duties. Customer will pay directly or be charged by PPE for all such costs and/or charges in addition to the price(s) of the Products supplied hereunder. Customer shall be obligated to pay such charges and costs on the same terms and conditions applicable to payment for Product as detailed herein. When ordering, Customer must clearly indicate which Product is being ordered and if tax-exempt. In order to avoid payment to PPE for taxes, Customer must have a valid tax-exempt certification on file with PPE.


PAYMENT

Payment is due in United States Dollars and within the date and associated terms of the Customer’s invoice. Payments not received within the stated terms on the invoice are subject to late fee penalties of 5% per month, non-prorated

Engine Purchases-Terms of payment for spare engines purchased are 50% (fifty percent) of the engine price payable at time of order and the remaining 50% (fifty percent) payable prior to shipping.


AIRWORTHINESS

All Product sold by Phast Parts Enterprise LLC will be accompanied, as applicable, with Airworthiness documentation that meets Federal Aviation Administration (FAA) rules and guidelines.


DELIVERY

Terms of delivery are FCA-Free Carrier origin. Title and risk of loss passes to Customer upon delivery of the Products to Customer, or carrier, whichever occurs first. PPE is not responsible for delays in delivery or non-performance resulting from causes beyond PPE’s control (“Events of Force Majeure”). Events of Force Majeure shall include, without limitation, laws, acts, rules or regulations of any government or government agency, government embargoes or any other government acts causing interference with performance, blockades, seizure or detention of assets, delays or refusals to grant export licenses or the suspension or revocation thereof, accidents, fires, floods, severe weather conditions, acts of God, quarantines or regional medical crisis, armed conflict, terrorism, war, labor strikes or disputes, delays or failures in delivery of carriers or suppliers, shortages of material, and any other cause beyond PPE’s control. PPE’s time for delivery, or any other performance, shall be extended by the period of time PPE is delayed. IN NO EVENT SHALL PPE BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING FROM OR RELATING TO A DELAY OR FAILURE TO DELIVER.


DAMAGED SHIPMENTS

Claims for shipments received in damaged condition should be filed with the delivering carrier. Shipments received showing noticeable and apparent damage or abuse in transit should have a written notation made on the freight bill or bill of lading upon receipt. Customer may substantiate claims by documenting such damage with pictures. Claims for concealed damage must be reported within fifteen calendar days to the delivering carrier. Some small package carriers may require the shipper to file the claim. In these instances, call PPE . All shipments are FCA - Free Carrier origin. PPE is neither liable for loss or damage to shipments and will only file claims on behalf of Customer to the extent required by the carrier’s liability insurance. Note: Supporting documentation, including, without limitation, pictures and acknowledgement of potential damage on paperwork at the time of receipt is encouraged.


VARIATION IN QUANTITIES

For some Product sold, usually low dollar amount hardware, o’rings, screws, fasteners, etc., minimum quantity and standard packaging quantities apply. For order(s) placed for such items which do not meet minimum quantity, or standard packaging quantities, that line item quantity will be increased to meet them. For example: If 9) nine) o’rings are ordered and the minimum quantity purchase is 10 (ten) o’rings, the order quantity will be increased to 10 (ten). An additional example would be if a quantity of 11 (eleven) o’rings are ordered and the o’rings come in packages of 10 (ten), then they order quantity will be increased to 20 (twenty) o’rings.


CANCELLATION

Orders are not subject to cancellation or modification, in whole or in part, after acceptance by PPE without PPE’s advance written consent. If Customer cancels or modifies an order in violation of this Agreement, Customer agrees to compensate PPE up to 20% of the invoice value for its costs and any associated damages it may suffer as a result of the cancellation or modification.


INSURANCE

All items are shipped FCA - Free Carrier origin. PPE does not insure shipments. Customer may purchase freight insurance directly from an outside insurance provider, or specify at the time of order placement with PPE as an optional purchase through a carrier. The optional insurance will then be billed to Customer on PPE’s invoice to Customer. Customer assumes all risk of loss and/or damage upon shipment by PPE.


DEPOSITS

Customer shall pay to PPE a deposit in the amount specified when purchasing Products for which the applicable packing sheet or quote specifies a deposit amount (at Net) in conjunction with the identifying Product part number.


CORE RETURNS

Core returns for Product with Deposits associated must be returned within 30 (thirty) days to ensure core credit being issued. Deposit credit issuance is also predicated upon the returned core being in an acceptable and repairable condition, as determined solely by the overhauling facility or supplier. Cores are to be returned to the address specified, all import duties, customs brokerage charges, sales taxes, and use taxes, if any, on such parts being the buyer’s sole responsibility.


REUSABLE CONTAINERS

Select exchange and repaired parts may be shipped to Customer in reusable containers. These reusable containers reduce the risk of part damage in shipment, lower packing and shipping costs, and facilitate the timely return of cores by customers. A reusable container is identified as such on the container itself and typically on the enclosed packing sheet. Phast Parts tracks the reusable container by the sales transaction and does not bill Customer for the reusable container at the time of the sale. Failure to return the core in the appropriate reusable container within ten calendar days results in additional fees to Customer. For example, Phast Parts may deduct from the core credit the equivalent of three times the price of the reusable container or a minimum of $50. The payment of additional fees does not relieve Customer of the obligation to return the reusable container. The reusable container is the property of Phast Parts and/or Phast Parts’s supplier and may not be kept or purchased by Customer.


SPARE PARTS LIMITED WARRANTY

As a retailer, PPE will retail from companies and OEMs that warrant new or exchange Product, to be free from defects in material and workmanship under normal use and service. PPE will pass through to the Customer applicable warranties, if any, provided by the company, or OEM, the Product was purchased from. The cost of labor for removal or installation of replacement assemblies and/or parts is not covered by this Spare Parts Limited Warranty (“Limited Warranty”).PPE’s obligation under this Limited Warranty is limited to enforcing repairing or replacing, at Supplier’s sole option, any replacement Product, assembly and/or part returned at Customer’s expense to the point of purchase with completed claim information, within the warranty period, and which are determined by PPE to be defective. A new warranty period is not established for replacement Product assembly or part. Replacement Product, assembly or part is only warranted for the remainder of the warranty period. All import duties, customs brokerage charges, sales taxes, and use taxes, if any, on such warranty repairs or replacement Product assemblies parts are the warranty recipient’s sole responsibility.

This Limited Warranty applies only to Product, assembly or part detailed herein that have been used, maintained, and operated in accordance with OEM, or with the company it was purchased from, and other applicable manuals, bulletins, and other written instructions. However, this Limited Warranty does not apply to replacement Product assembly and part that have been subject to misuse, abuse, negligence, accident or misrepresentation; or have been installed, repaired, or altered contrary to the applicable manuals, bulletins, and other written instructions provided by the OEM or company.


PPE EXPRESSLY AND SPECIFICALLY DISCLAIMS ALL OTHER REMEDIES, OBLIGATIONS, AND LIABILITIES, INCLUDING, WITHOUT LIMITATION, LOSS OF AIRCRAFT USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOSS OF PROFITS, LOSS OF GOODWILL, LABOR COSTS WHETHER INCURRED IN INITIALLY INSTALLING AND REMOVING A DEFECTIVE ASSEMBLY AND/OR PART OR IN INSTALLING A REPLACEMENT ASSEMBLY AND/OR PART, AND ANY AND ALL OTHER CONSEQUENTIAL AND INCIDENTAL DAMAGES. PPE NEITHER ASSUMES NOR AUTHORIZES ANYONE ELSE TO ASSUME ON ITS BEHALF ANY FURTHER OBLIGATIONS OR LIABILITIES PERTAINING TO SPARE ASSEMBLIES AND/OR PARTS NOT CONTAINED IN THIS LIMITED WARRANTY.


ITAR ORDERING

For the parts identified as ITAR controlled, a specific aircraft Model and Serial Number will have to be specified before the order for those parts can be placed or processed.

The Product and data covered by this Agreement may be subject to the provisions of the Export Administration Act of 1979 (50 USC 2401 et seq.), the Export Administration Regulations (EAR) promulgated thereunder (15 CFR 768 – 799), the U.S. Arms Export Control Act (22 USC 2778 et seq.), the International Traffic in Arms Regulations (ITAR) (22 CFR 120 – 128 and 130) and non-U.S. export laws and regulations.


ACKNOWLEDGEMENTS

The parties acknowledge:

(1) These U.S. statutes and regulations impose restrictions on the import from and export to countries outside the United States of America of certain categories or articles and data; (2) licenses from the U.S. Department of State

and/or the U.S. Department of Commerce may be required before such articles and data can be exported; (3) these licenses may impose additional restrictions on use and further disclosure of such articles and data; and (4) the disclosure of such articles

and data to foreign persons is subject to these statutes, regulations, license requirements, and restrictions regardless of whether the export occurs in the United States of America or abroad.

The parties represent and warrant that no Products or data subject to this Agreement will be imported, exported, or re-exported contrary to these statutes and regulations and applicable non-U.S. import and export laws and regulations.

Customer shall indemnify and hold Phast Parts harmless from all claims, demands, damages, costs, fines, penalties, attorney’s fees, and other expenses arising from Customer’s failure to comply with the above-referenced laws and regulations and any provision herein requiring such compliance.

Customer and PPE expressly agree to exclude from this Agreement the United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto. This Agreement, as well as all purchases related hereto, shall be governed in all respects and shall be construed, and the legal relationships between the parties shall be determined, in accordance with applicable commercial laws of the State of Kansas, U.S.A. The provisions of the Kansas Consumer Protection Act, K.S.A. 50-623, et. seq., may apply. If any provision or part thereof of this Agreement is determined to be invalid, such provision or part thereof shall be deemed not to be part of this Agreement and the remainder of this Agreement shall be valid and binding as though such provision or part thereof was not included. This Agreement may only be amended in writing by a document signed by both parties.