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 CMU Supply (“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 2010) by Buyer’s carrier of choice and delivered to the location designated by Buyer. 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 fees to attempt re-delivery.

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. 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.

6.    Returns. All Goods being returned, regardless of reason, will require the issuance of a return authorization number from Seller prior to the physical return of the Goods. Issuance of an authorization 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. 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. To request an authorization number, please contact Seller at 475-293-4268. Re-stocking charges may apply, and any unused parts may be subject to recertification fees.

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 government, court order, civil unrest, sabotage, adverse weather conditions, labor problems and shortage of materials or services. 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 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. Warranty 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 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 APU and/or engine purchases or exchanges. The warranty for APU and engine purchases or exchanges will be as set forth on the applicable purchase agreement, exchange agreement or purchase order terms and conditions.

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 price on the face of the Order, whether based in contract, strict liability, fault, tort, or any other right.

9.    Warranty Limitations. Notwithstanding anything to the contrary set for herein, Seller shall be relieved of all of 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; or
5. Seller is notified in writing of any defect in Seller’s warranted services after the expiration of the applicable warranty period.

10.  Terms of Payment. Unless otherwise set forth or in any other written agreement between Seller and Buyer, payment will be due at the time of online order submission and prior to shipment. Our online payment system is supported by PayPal; an electronic commerce company that facilitates payments between parties through online funds transfers. For additional information regarding PayPal’s legal terms, please consult their legal hub at https://www.paypal.com/us/legalhub/home.

11.  Shipment Discrepancies. Any shipment discrepancy or receipt or 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.  Assignment. Any assignment or attempted assignment shall be wholly void, invalid, and totally ineffective for all purposes.

14.  Subcontracts. Seller may subcontract any part of the Order without Buyer’s prior written consent

15.  Choice of law. This Order shall be governed by the laws of the State of Connecticut 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.

16.  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.