Terms and Conditions of Sale

I. Definitions. For purposes of these Terms and Conditions, the following definitions apply.

A. "Accepted" has the meaning described in section X. of these Terms and Conditions.
B. "Article" has the meaning found in 14 C.F.R. § 21.1(b)(2).
C. "Authorized Release Document" means a document as described in 14 C.F.R. § 21.137(o) or 14 C.F.R. § 43.9(a), and includes corollary release documents issued under the legal authority of another national aviation authority that has entered into a bilateral aviation safety agreement with the United States.
D. "Authorized Repair Facility" means an appropriately-rated facility, from the Company list of authorized repair facilities, that is designated by the Company.
E. An Article is considered "Beyond Economic Repair" when the estimated cost to return the Article to overhauled condition, in Company’s sole opinion, would exceed 70% of current OEM list price for the same Article. For an Article for which there is no current OEM list price, the Article is considered "Beyond Economic Repair" when the estimated cost to return the Article to overhauled condition, in Company’s sole opinion, would exceed 70% of fair market value of an overhauled Article; in such an analysis, "fair market value" will be assessed at the reasonable discretion of Company.
F. "Company" means Aviotechniks FZC.
G. "Company Exchange Transaction" means a transaction in which the Company provides an Exchange Article to the Customer and the Customer is expected to provide to Company payment plus a Serviceable Core.
H. "Company Sales Transaction" is any sale or contemplated sale of Goods by Company to a Customer, and includes a Quote and/or a non-consummated offer of sale.
I. "Customer" means a person that has sought to do business with Company by (1) purchasing one or more Articles from Company, or (2) exchanging one or more Company Articles for appropriate Serviceable Cores, when Company has agreed to provide the named Goods to that person.
J. "Claim" has the meaning described in section XII of these Terms and Conditions.
K. "Cover Goods" are any articles offered (or provided) by Company to Customer that do not fully conform to the Customer’s Purchase Order, but that are believed to reflect acceptable replacement articles. Cover Goods shall include articles with alternative part numbers, articles subject to different revision levels, articles with different software levels than specified, and articles that vary in any way from the description in the Purchase Order.
L. "Goods" means parts, materials, tools, software, drawings, data, manuals or any items that are required to be delivered pursuant to, or in connection with, a Purchase Order.
M. "Inspection Period" has the meaning described in section VIII of these Terms and Conditions.
N. "Purchase Order" means the order issued by a Customer for the supply of Goods by Company to the Customer, which may be a written or electronic document. If accepted by Company through the use of a Sales Order, then an oral or unwritten request may also be a Purchase Order. Each Purchase Order is considered to be an offer, which may be rejected or accepted by the Company.
O. "Repair Fee" is the amount charged to Company by an Authorized Repair Facility to overhaul an Acceptable Core, plus all related fees and costs, like shipping, insurance, etc.
P. "Sales Order" is any Company communication that accepts the offer made by a Customer Purchase Order.
Q. "Transaction" may be a Company Sales Transaction, or a Company Exchange Transaction, or both, depending on the context.
R. "Unserviceable Tag" is a document indicating that the Article to which it is attached or with which it is associated is not currently in a condition permitting it to be installed.

II. Abbreviations

A. EASA means the European Aviation Safety Agency.
B. FAA means the United States Federal Aviation Administration.
C. FOB is a delivery term which means "free on board" and has the same meaning and connotation as the term has in section 2-319 of the Uniform Commercial Code.
D. NDA means Non-Disclosure Agreement.
E. RMA means Return Merchandise Authorization.
III. Scope of Terms and Conditions
These Terms and Conditions apply to all Company Sales Transactions and all Company Exchange Transactions. They are incorporated by reference into each Quote, Sales Transaction document and Exchange Transaction document issued by Company. Any terms or conditions offered by the Customer inconsistent with these Terms and Conditions are automatically rejected.
IV. Communication Standards
Company communicates obligations through emails and formal written documents. SMS, WhatsApp, WeChat or similar services are not binding.

III. Scope of Terms and Conditions

These Terms and Conditions apply to all Company Sales Transactions and all Company Exchange Transactions. They are incorporated by reference into each Quote, Sales Transaction document and Exchange Transaction document issued by Company. Any terms or conditions offered by the Customer inconsistent with these Terms and Conditions are automatically rejected.

IV. Communication Standards

Company communicates obligations through emails and formal written documents. SMS, WhatsApp, WeChat or similar services are not binding.

V. Acceptance of Orders

Quotes are valid for 30 days and subject to availability. Orders below USD 500 are generally rejected unless explicitly accepted. Company may correct clerical or typographical errors. If a Purchase Order is submitted without a prior Quote, these Terms apply.

VI. Sale Price and Terms of Payment – All Transactions

• Payments are in USD unless agreed otherwise.
• Full payment is required prior to shipment unless credit terms are agreed in writing.
• Late payments incur 1.5% monthly interest.
• Deposits not claimed within two years are forfeited.
• Customer shall pay all transfer and service charges.

VII. Sale Price and Terms of Payment – Exchange Transactions

Exchange Agreements define Exchange Fee and Core Charge. Acceptable Cores must meet specified conditions. Failure to provide an Acceptable Core obligates the Customer to pay the Core Charge.

VIII. Sale Price and Terms of Payment – Sales Transactions

All Purchase Orders must be confirmed by a Sales Order. Minimum order USD 500. Cancellation after Sales Order requires Company’s written consent. A cancellation fee of 30% of the total order value (restocking fee) applies.

IX. Ownership and Security

Title passes upon transfer of risk of loss, subject to full payment. Company retains a security interest until payment is made.

X. Shipment and Delivery

Risk of loss passes at the earliest tender to carrier or Customer’s representative. Company is not liable for delays due to force majeure or government action. Incoterms 2020 apply.

XI. Inspection and Acceptance

Customer must inspect Goods upon receipt. Rejections must occur within the Inspection Period. RMAs are required for returns.

XII. Assignment and Subcontracting

Customer may not assign or subcontract obligations without Company’s prior written consent.

XIII. Term and Termination

Each Sales Transaction is separate. Company may terminate due to lack of stock, manufacturer price increases, or legal restrictions.

XIV. Confidentiality

All transaction details are confidential. NDAs apply where relevant.

XV. Indemnification

Customer shall indemnify Company against claims arising from Customer’s actions, including IP infringement, negligence, or breach.

XVI. Liability

Company’s liability is limited to amounts paid. No liability for indirect or consequential damages.

XVII. Insurance

Company carries aviation liability insurance at its discretion. No further insurance is required of either party.

XVIII. Warranty

Only Articles marked as “new,” “overhauled,” or “serviceable” with proper documentation are warranted. Others are sold "as-is." Warranty claims must follow RMA procedures.

XIX. Documentation of Goods

Company provides documentation per FAA AC 00-56B. Customers must notify deficiencies within 10 days.

XX. Notice

Notices must be in writing, via email, courier, or registered mail, delivered to the addresses in the relevant Sales Order.

XXI. Timing

Failure to meet deadlines is a material breach unless waived in writing.

XXII. Compliance With All Laws

Customer guarantees compliance with UAE law, FAA, EASA, and international export/import laws. Customer indemnifies Company for any costs arising from non-compliance.

XXIII. Jurisdiction

All agreements are made in Sharjah Free Zone, United Arab Emirates. These Terms are governed by UAE law. Courts of Sharjah