Terms Conditions

ACCEPTANCE

For purposes of these General Terms and Conditions (hereafter “Terms and Conditions”), Customer (hereafter “Customer”) shall be any person or organization that purchases and/or rents Spare Parts/Equipment/Goods (hereafter “Parts”) from Kaarn Aviation. (also referred to collectively as “Seller”). Seller’s Acceptance of Customer’s purchase order by mail, facsimile, email, telephone, or remote order entry shall constitute acceptance subject to the following Terms and Conditions. The placing of the order by Customer shall be conclusive evidence of Customer’s approval of, and consent to the terms and conditions herein contained. Any Customer terms and conditions contained in the Customer’s order, acceptance or other associated transmittal documents shall be disregarded, and the Terms and Conditions shall apply to the order. Customer shall provide the following details with each order:

• Customer Name
• Customer Contact Information
• Bill to Address (if changed)
• Ship to Address (if changed or different from routine address)
• Aircraft Type
• Aircraft Serial Number
• Part Number(s) Required
• Quantity
• Purchase Order
• Transaction Type
• Date Required
• Delivery Method
• Scheduled/Unscheduled Maintenance?
• Part number and serial number removed
• Reason for removal
• Aircraft under warranty or Program?

Seller may charge Customer an administrative fee of a minimum of $500 per order, or for multiple line items, may be charged $200 per line item (not to exceed $2500) for transaction changes that occur as a result of Customer error and/or incomplete or incorrect information provided at the time of purchase or free of charge transaction.

PRICES

All prices are quoted in U.S. Dollars or in AED ( United Arab Emirates Dhiram ) and assume deliveries from Seller's Supplier’s Point of Origin defined below. Prices do not include export fees, handling, shipping, special packaging, insurance, taxes, duties, import fees, and/or levies that may be assessed by an appropriate governmental authority. Payment of all such applicable charges shall be the sole responsibility of Customer. Seller reserves the right to modify its products; services catalogue(s) price list(s) and prices without prior notice. Prices quoted as “estimated” or “budgetary” mean they are an approximate estimate only. In such case, the final price may exceed the estimated or budgetary price. All price quotes are valid for 30 days. For Cash in Advance Customers, orders are not deemed to be complete until advanced payment in full is received by Seller. Prices are subject to change for these transactions if the quote goes beyond the 30 day quote period. Customers eligible for Seller’s High Volume Discount may not combine that discount with any other discount available.

PAYMENT

Upon credit approval and subsequent establishment of a credit line, payment of all non-disputed invoices shall be made within 30 days of invoice date. Seller is entitled to receive the full amount billed to Customer, without any deduction for bank transfer costs, fees, which shall remain the Customer’s responsibility.

At Seller’s option, a finance charge for all past due accounts is computed as follows:

• For Kaarn Aviation.’s Customers, a finance charge of 1.5% per month shall be applied to all past due accounts commencing from the date on which the invoice amount becomes due.
• For Kaarn Aviation’s Customers, a finance charge shall be applied to all past due accounts, commencing from the date on which the invoice amount is due and becomes immediately due when the Customer is notified. A lump sum of 10,000 USD shall be applied for recovery.

Customers must advise Seller of any dispute concerning Seller's invoices within 10 days of the invoice issue date. No dispute will be accepted by Seller beyond 10 days after the invoice issue date. In the event of delinquent payment of any outstanding invoice, any program discount, including the Seller’s High Volume Discount Program, may be forfeited by Seller and Cash on Delivery (COD) or Cash In Advance (CIA) payments may become immediately applicable for future orders. The final transfer of ownership of the Part to the Customer (whatever the type of transaction is) occurs when FULL PAYMENT is made by the Customers. Failure to pay invoices in a timely manner may result in delay of shipment of Parts to Customers.

CREDIT CARD PAYMENT

Seller accepts certain credit cards for purchases. It is Customer’s responsibility to verify payment options with Customer Service Speciality prior to payment. Rental transactions cannot be billed on a credit card. When applicable, Seller will secure a minimum of $200.00 to the credit card provided by the Customer. If the invoice, which includes freight and applicable sales tax, is greater than the funds held, Seller will contact Customer with the additional balance due and will process the charge the same day. If your invoice is less than the funds held, we will adjust the amount and will process the charge within 3 days of the order placement.

SHIPPING/RISK OF LOSS/PLACE OF DELIVERY

Shipping by Seller will be accomplished in accordance with Customer’s instructions utilizing Customer’s selected carrier, when possible. Shipments shall be sent from Seller supplier’s Point of Origin. The Point of Origin for all shipping and delivery shall be consistent with the current Incoterms terminology approved by the International Chamber of Commerce (hereinafter “Incoterms ® ”). For Parts originating from the United States through Kaarn Aviation. Deliveries shall include regular commercial packaging, documentation as applicable (airworthiness, MSDS, etc.), packing list, customs documentation and a commercial invoice. These documents shall be made available to Customer’s selected carrier. Shipping (from the Seller Supplier’s Point of Origin), insurance charges and related expenses such as export fees, handling, shipping, special packaging, insurance, taxes, duties, import fees, and/or levies that may be assessed by an appropriate governmental authority will be billed to Customer. Once the package is transferred to the Customer’s selected carrier, risk of loss, damage or destruction becomes the responsibility of the Customer. For packages shipped at the Seller’s expense, the Customer must notify any damages to outer packaging at the time of receipt with the carrier.

Shipping by Customer to Seller shall be sent to the Seller’s / Seller Supplier’s Point of Origin, unless agreed otherwise. Parts originating from Kaarn Aviation’s Supplier shall be sent Given Address Time to Time. Risk of loss, damage, or destruction to the Parts and/or materials shipped by Customer shall pass to Seller at the time such Parts and/or materials are received by Seller. The Customer is responsible to provide proof of delivery to Seller for lost cores or Parts being returned to Seller. The Seller’s aircraft parts, components, and assemblies may be subject to the EAR, FTR, and ITAR regulations. As such, when exporting these items Customer should consult with trade compliance professionals or freight forwarders to ensure proper export controls are adhered to.

PERFORMANCE/DELIVERIES

Seller shall not be liable for delays in performance, manufacturing, or delivery resulting from causes beyond its reasonable control, including, but not limited to: acts of Customer, acts of God, acts of civil or military authority, war, acts of terrorism, fires, strikes, delays in transportation, shortages, obtaining necessary labour, materials, utilities, components or manufacturing facilities or other difficulties beyond Seller’s reasonable control. In the event of any such delay, the date of performance and/or delivery shall be extended for the period of time which is necessary to compensate for such delay.

DOCUMENTATION

Customer shall be responsible for identifying and informing the Seller of any required documentation that must accompany the shipment, including but not limited to: import/export, environmental and airworthiness documentation. Airworthiness documentation shall be provided to Customer upon request, up to 06 months after the date of original shipment. After the 06 month period has elapsed, Seller shall not be obligated to provide such documentation. If such documentation is provided after the 06 month period, Customer shall be charged an administrative fee of $350 per line item requested.

WARRANTY

Seller’s warrants that all new, exchange, repaired/overhauled Parts or Customer owned Parts (hereafter referred to as “Part(s)”), which are sold by Seller shall be free from defects in material and workmanship for the period outlined below (“Seller’s Warranty”). The Seller doesn’t provide his own Warranty, However all parts covered under Seller’s Supplier Warranty and same warranty will pass on as it is to Customer. This warranty is made to the initial Customer purchasing the part and is not transferable to any other party unless otherwise consented to in writing by Seller.

• Duration-The Seller’s suppliers Warranty covering new, exchange and repaired/overhauled Customer owned Parts sold by Seller shall be as per Seller’s Supplier Warranty commencing on the date the Part been shipped from Seller’s Supplier Facility.
• Seller’s Obligation-Seller’s supplier Warranty obligations are limited to and, at Seller’s supplier option: (1) to the repair of the defective Part, or (2) to the replacement of the defective part with a new, overhauled or repaired part as applicable. In the case of a repair of Customer owned Parts, the warranty will be limited to the work scope performed by Seller’s Supplier / Repair Agency under the repair order for said Part.
• Customer’s ObligationCustomer shall notify Seller of any defect by submitting in Email writing at office2@kaarnaviation.com, a properly completed service report, including part number(s), and serial number(s) within 7-10 days after its discovery of the defect. Customer shall return the defective part together with the Service report and the material return tag within 7-10 days after the shipment date of the replacement part by seller. If the defective Part is not returned within the aforementioned timeframe, together with the completed Service Report and Material Return Tag, Seller reserves the right to invoice Customer a late fee starting on day 11 through day 30. Thereafter, the late fee shall be automatically transformed into billing at the current list price for a new Part. If a completed Service Report and Material Return Tag are not returned with the defective Part, Seller reserves the right to deny the warranty claim, issue a $500 USD administrative fee, and bill the Customer at the current list price for a new Part. Failure to return the Material Return Tag may also result in a $500 USD administrative fee to the Customer. Customer agrees to assume round trip transportation costs for the defective or non-conforming parts to and from Seller’s facility. Customer must furnish pertinent aircraft operational and/or maintenance records and logs as requested by Seller, so that the cause of the defect and/or the date of installation of the defective Part can be ascertained. Failure to comply with any of the above Terms and Conditions may result in Seller’s refusal to accept warranty coverage for the part. Should a Customer elect to have a part repaired under warranty a rental unit will be supplied by the Seller, if necessary. The rental unit shall be provided at the Customer’s expense.

Exclusions - Seller’s Supplier warranty does not apply to:

• Parts which are not maintained, operated or repaired in accordance with the procedures recommended by Aircraft Manufacturer. or the Part manufacturer in question.
• Parts which are commonly referred to as “wear and tear” parts or consumable items including but not limited to tires, brake pads, rotors, stators, heat packs, bulbs, hardware, filters, hoses, upholstery, first aid kits and soft trim appearance items.
• Engine, avionics, and APU Parts covered by the warranties of their individual manufacturers/Seller’s Supplier.
• Parts which are damaged or are otherwise defective due to a failure or malfunction of another Part (i.e. resultant or consequential damage).
• Parts whose manufacturer’s identification tag has been removed or cannot otherwise be identified.
• Parts which are damaged or are otherwise defective as the result of an incident or accident involving the aircraft on which the Parts were installed.
• Parts which are defective due to corrosion resulting from improper servicing or maintenance.
• Parts sold “As Is Where Is”.
• Parts which were not originally installed on the aircraft or not originally sold by Seller.

Special Terms and Conditions

• Seller is not liable for any costs associated with shipping, troubleshooting, removing, or replacing the defective Part, including any associated costs charged by the maintenance service provider.
• Replacement Parts supplied by Seller shall have the same remaining warranty term as the defective Part returned by Customer.
• Notwithstanding anything contained herein to the contrary, the warranty term shall not extend beyond the scheduled Time Between Overhaul (“TBO”) of the Part in question.
• If a TBO or life limited component fails during the spares warranty term, the warranty provided for the replacement component will bear only the remaining times or cycles not achieved, commencing from the original part purchase.
• In the event Customer returns a Part under warranty and it is inspected and determined to be free of defect, Customer shall be responsible for all associated costs that may result.
• Any defective item, which is replaced under this warranty, shall automatically become the property of Seller.
• The warranties set forth herein may not be altered, amended, or modified in any way without the express prior written consent of Seller.
• Unless otherwise agreed, and except as may be necessary to comply with Seller’s warranties, Seller reserves the right to make changes in its products without obligation to incorporate such changes in any product supplied, manufactured, overhauled, or repaired previously under this warranty.

Disclaimer - THE SELLER MAKES NO OTHER OR FURTHER WARRANTY, EXPRESS, IMPLIED, OR STATUTORY AND HEREBY SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE. EXCEPT AS EXPRESSLY STATED HEREIN, THE SELLER SHALL NOT BE LIABLE WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE NOR WILL SELLER BE LIABILE FOR INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOSS OF PROFITS, LOSS OF DATA, COST OF CAPITAL, COST OF SUBSTITUTION OF PRODUCTS, FACILITIES OR SERVICES, DOWNTIME, COSTS, OR ANY SIMILAR CLAIM OF SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE NATURE WHATSOEVER TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW WHICH MAY ARISE OUT OF THE SALE OR USE OF THE PART WHICH IS SOLD OR OTHERWISE SUPPLIED TO THE CUSTOMER BY THE SELLER.

CANCELLATIONS

Customer shall be permitted to cancel orders, other than items deemed “special orders” placed with Seller provided: (A) Customer provides notice of such cancellation and (B) such cancellation notice is received and agreed to by Seller prior to the shipment of the Part(s) or good(s) by Seller. No cancellation charge shall be assessed against Customer unless Seller is charged or penalized for such cancellation by its vendor (e.g. special packaging, re-stocking fees, etc.). In such event, Customer shall be responsible for reimbursing Seller the full amount of any such charge or penalty. Customer may not cancel a “specially ordered” Part that is not normally inventoried by Seller (examples include, but are not limited to leather, carpet, wood cabinetry, items that require special plating, avionics equipment, and Parts internal to equipment (“P.I.E.”)).

RETURNS

Upon receipt, Customer shall inspect the Parts and immediately notify Seller in writing of any non-conformity, and shall afford Seller a reasonable opportunity to correct any actual non-conformity. No Parts may be returned without the prior consent of Seller in the form of a Return Authorization Number. Failure to obtain a Return Authorization Number shall result in Parts being returned to Customer at Customer’s expense. Parts returned by Customer to Seller should be packaged in either the same manner as originally received from Seller or packaging which may be required by law, whichever is more restrictive. The following conditions shall apply to the return of Parts:

• Parts must be accompanied by all of Seller's supplied documentation, including but not limited to airworthiness documents, ID tags, etc.
• If a Part fails from stock and is returned in unserviceable condition, a completed Service Report and Material Return Tag must accompany the part upon its return.
• Subject to the limits set forth below, Seller will charge a restocking fee of $500.00 per line item returned. Re- certification charges will be billed separately if the sealed package has been opened. These recertification charges include, but are not limited to, a minimum of $500.00.
• In addition to the restocking charge, Customer shall be responsible for any charge or penalty assessed by the Seller’s vendor for returned goods.
• Customer may not return items deemed by Seller as a "special order" (including items that require special plating) that cannot be returned to Seller’s vendor.
• Customer may not return Parts that are internal to equipment otherwise termed “P.I.E.”
• The returned goods must be received by Seller or Seller’s Vendor, freight prepaid, within 10-15 days after the original shipment date to Customer. No return will be accepted by Seller after 15-20 days. In the event circumstances warrant a Part return after 15-20 days, with prior approval in writing from Seller, an Extended Return Allowance of 10% of the purchase price of the Part will be charged, in addition to all other fees identified in these General Terms and Conditions.
• No manuals or documentation purchased by Customer may be returned.
• No time or shelf life limited items (i.e. solvents, paints, hoses, fire cartridges, squibs, sealants, seals, etc.) which are purchased by Customer may be returned.
• Serviceable Parts that have been removed from their original packaging shall be subject to a re-certification and/or restocking charge.
• Parts returned as "serviceable" which, after inspection, are determined by Seller to be unserviceable shall be subject to a re-certification, repair, and/or restocking charge.
• Parts returned to Seller for credit without Seller's prior approval (i.e. without a Return Authorization Number) will be returned to Customer at Customer’s expense for shipping and any other costs incurred.
• Return of hazardous goods is prohibited. If a Customer returns a hazardous product for any reason, it will be returned to the Customer at their expense and may be subject to additional charges.
• Part number and serial number removed
• Reason for removal
• Aircraft under warranty or Program?

Failure to comply with any of the above Terms and Conditions relating to the returned Parts may result in Seller’s refusal to accept the returned Parts submitted by Customer.

EXCHANGE TRANSACTIONS

In addition to the Terms and Conditions set forth in paragraphs 1 through 9 above, the following conditions apply to exchange transactions: It is understood that the Customer will return a core which is in repairable condition to Seller. Cores returned by Customer to Seller or Seller’s Supplier facility should be packaged in either the same manner as originally received from Seller or packaging which may be required by law, whichever is more restrictive. Worn/unserviceable exchange cores become the property of the Seller on the date of the exchange invoice, unless otherwise agreed upon as stated in Paragraph (f) below. In the event that a returned exchange core becomes part of an ongoing investigation related to an accident or incident, Seller will hold the Part for an agreed upon period of time, if requested by the FAA, NTSB or EASA to do so. Otherwise, Seller will have the Part repaired, overhauled, or torn down based upon the demand and inventory levels at that time. Return of hazardous goods is prohibited. If a Customer returns a hazardous part as a core that is not a required due in, it will be returned to the Customer and may be subject to additional charges. Worn/unserviceable exchange cores must be returned, at Customer’s expense, with a properly completed Service Report and Material Return Tag. Such cores shall be returned to Seller’s facility identified on Seller’s documentation, within 21 days after the date of Seller’s original shipment of the replacement Part (10 days for certain avionics equipment, or in accordance with the vendors’ return requirement). The Service Report must include the life status of life limited and TBO limited Parts. Delay and/or failure to return a core or a return with an incomplete Service Report may result in the following actions: a) a late fee commencing at day 10 through day 30 for the unit shipped by Seller, and b) after day 30 the transaction shall be transformed into billing for the current list price for a new Part without a discount. It is understood that the exchange price, which was originally billed, will not be credited. Failure to return the Material Return Tag or properly completed service report may result in a $500 USD penalty to the Customer. Should a returned core be lost in transit, and the Customer can produce a copy of the airwaybill and packing list from the shipping of the returned core, then the Customer will not be invoiced late fees but will be invoiced the then current new Part price less the exchange price originally invoiced. No exchange core may be returned by Customer after the exchange transaction has been transformed into a straight sale, without prior written approval from Seller. In the case of Cash on Delivery (COD) or Cash In Advance (CIA) accounts, exchange transactions will be billed the current list price for a new Part. Seller will establish a credit in Customer's favour for any excess charges over and above the current exchange price upon the inspection and satisfactory evaluation of Customer’s worn exchange core. This credit will be posted to Customer’s account and notification of such credit is mailed to Customer. If a Customer purchases a new Part and then later requests the transaction be changed to an exchange sale, in addition to the return of a core, Customer will be invoiced 80% of the current list price for a new Part because the exchanged Part is in new condition.

Supplemental Charges:

• Supplemental charges may be applicable in the case of an exchange core returned with damage, corrosion, misuse or a core which has missing or disassembled Parts.
• Supplemental charges may be billed for non-acceptable cores returned by Customer. Non-acceptable cores are defined as Parts that cannot be modified to the Part issued by Seller or obsolete parts that can no longer be repaired.
• Supplemental charges may be billed when the exchange core or components has exceeded 80% of its life limits. In this case the current list price for a new Part will be applicable to the replacement of the Part or the complete exchange core as applicable.
• Seller reserves the right to bill Customer a cycle charge for life-limited core returns exceeding more than 10% of the cycles of the Part shipped from Seller.
• Supplemental charges may be incurred by Seller if Customer’s exchange core requires major Parts and/or rework in excess of a normal overhaul or repair.
• Seller may invoice supplemental charges if Customer’s exchange core is beyond economical repair (hereafter “BER”). The supplemental charge will be the difference between the exchange price and the current list price for a new Part that was issued by the Seller. After being notified by Seller of such supplemental charge, Customer shall have five (5) business days to request, in writing, the return of the BER core or Seller shall scrap the core. After the core has been received by Seller no other cores may be returned against this transaction. Customer is responsible for any shipping charges incurred to return the BER core to Customer’s facility.
• When the Seller ships the Part in a re-usable container, Customer must utilize it for the return of the exchange core. The cost to repair or replace re-usable shipping containers which are damaged or lost, shall be charged to Customer.
• Cores received without a completed Service Report and Material Return Tag are not considered a valid return and may delay the return to the vendor. Any fees incurred by Seller from a Vendor due to late return of core will be transferred to Customer if core is not returned within the specified time.
• Any part purchased as an exchange from Seller which has had work performed on it by a repair facility outside Seller’s Service Repair Network (such as a brush change on a starter generator) during the time between the original exchange and the time that serial number is returned as a core to Seller, may be subject to a supplemental invoice if applicable.
• When applicable, Seller will attempt to process supplemental charges to Customer within 60 days of receipt of the core at Seller’s facility. However, due to the intricacy of core evaluations on complex parts, the billing may go beyond the normal 60 days.
• Invoices created as a result of a supplemental bill are not discountable should the Customer be eligible for a high volume discount. Customer agrees to pay for all supplemental charges as defined above.

Title.Customer warrants to Seller that it has good and marketable title to the returned Part and that such title is free and clear of any and all liens, claims, and encumbrances of any kind. Seller warrants to Customer that it has good and marketable title to the supplied exchange Part and that such title is free and clear of any and all liens, claims, and encumbrances of any kind.

REPAIR/OVERHAUL TRANSACTIONS

In addition to the Terms and Conditions set forth in paragraphs 1 through 11 above, the following conditions apply to the Repair/Overhaul Transactions for the Customer’s Owned Parts: Customer shall provide the Seller with a purchase order for the repair and overhaul transactions. Equipment for repair or overhaul shall be sent to the Seller at Customer’s expense, with a properly completed Service Report. For Customers sending Parts to Seller’s Supplier / Vendor facility, Parts should be sent to Address provide by Seller’s. Once Seller takes possession of the Customer’s Part, Seller shall assume responsibility for the handling and storage of Customer’s Part until the repair or overhaul is complete and shipped back to the Customer. Repair or overhaul transactions performed by Seller, or its approved repair agent, on Customer’s Owned Part or equipment shall be charged repair costs in accordance with Seller’s policies and procedures. Seller will notify Customer of any repair or overhaul quotation which exceeds the price of the Customer’s purchase order. If Customer's authorization to repair/overhaul is not received by Seller within 5 days after such notification, Customer’s property will be returned in an “As Is” condition, at Customer’s expense. Customer shall be responsible for any vendor teardown and/or evaluation invoices incurred in connection with repair of the Part. For all Customer Owned Transactions (either sent by Customer direct to a vendor for repair or overhaul without involving Kaarn Aviation and the Customer subsequently requests the transaction to be reclassified as an exchange transaction with Kaarn Aviation., the following terms shall apply:

• If Seller agrees to reclassify the repair transaction as an exchange, the original vendor’s repair/overhaul costs or Seller’s exchange price (whichever is higher) will be charged. An additional fee equal to 25% of the vendor’s quoted repair/or overhaul price will be added to the exchange price.
• Seller’s “No Supplemental Bill Guarantee” is not valid for Customer owned repairs sent directly to vendors and then converted to an exchange transaction with Seller, even if the repair in question is a Genuine Kaarn Aviation Replacement Part.
• If Seller agrees to reclassify the transaction as an exchange with the Customer owned unit, Seller shall have the right to transfer the part from the repair agent the Customer selected to a Seller selected repair agent. Any charges incurred by the Customer at the original repair agent shall be the Customer’s responsibility.

NOTICES AND APPLICABLE LAW (for orders sent to Kaarn Aviation FZCO.)

Notices to Seller shall be deemed properly given when addressed to: Kaarn Aviation, FZCO, Office no: 5WA-111, Dubai Airport Free Zone, Dubai, United Arab Emirates: Attention: Customer Support Department; or in the event of telephonic notices, when such notices are acknowledged in writing by Seller.

The law of the State of Commercial Law jurisdiction in Dubai, UAE, exclusive of that State’s choice-of-law rules, shall govern any and all disputes which arise between Customer and Seller in connection with any of the transactions described in this document.

Seller and Customer (i) hereby irrevocably submit to the sole and exclusive jurisdiction of the Courts of the State of Dubai, UAE. for the purpose of any claim, dispute, controversy, or proceeding arising out of or related to Seller’s sale and Customer’s purchase of Parts; (ii) hereby irrevocably stipulate that the courts located in the State of Dubai, UAE. shall have personal jurisdiction over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to Seller’s sale and Customer’s purchase of Parts; and (iii) hereby irrevocably waive and agree not to assert by way of motion, as a defences or otherwise, in any such claim or action, any claim that they are not subject personally to the jurisdiction of the above- named courts, that any such proceeding brought in the above-named courts is improper, that such courts are an inconvenient forum, or that the subject matter here of may not be enforced in or by such courts. Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law. Service of Process. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by the preceding paragraph by registered or certified mail, return receipt requested, postage prepaid, to its address and agrees that such method is reasonably calculated to give actual notice. Award of Fees. In addition to any monies owed to Seller for which Customer may be liable, Seller shall be entitled to recover the costs of and reasonable legal fees incurred by it in enforcing Seller’s sale and Customer’s purchase of Parts.

RECORDS

It is Customer’s obligation to maintain up-to-date records and logs pertaining to the operation and/or maintenance of the returned Part including records and logs required to be kept by the Federal Aviation Authority, Joint Aviation Authority, European Aviation Safety Agency, or other governmental airworthiness authority, as applicable. Upon request, such records and logs shall be furnished to Seller at no charge. Additionally, Customer shall furnish written verification to Seller of the elapsed time of use since last major overhaul or time since new, if no overhaul has previously been accomplished.

SEVERABILITY

The invalidity or unenforceability of any provision of these Terms and Conditions shall not impair the validity or enforceability of any other provision of these Terms and Conditions.

WAIVER

The waiver by either party of a breach or violation of any provision of these Terms and Conditions shall not operate as or be construed a waiver of any subsequent breach hereof.

BINDING EFFECT AND ASSIGNMENT

The rights and obligations of the Seller and Customer under these Terms and Conditions shall inure to the benefit of and shall be binding upon the successors and assigns and personal representatives of such parties, including in connection with the transfer or sale of all or substantially all of Customer’s business related to a Part sold hereunder, or in the event of its merger, consolidation, change in control or similar transaction.

ENTIRE AGREEMENT

These Terms and Conditions are intended to constitute the complete, final, and exclusive understanding of the parties with respect to the Part(s) and supersede all prior or contemporaneous contracts, agreements representations, or understandings written or oral. These Terms and Conditions may not be contradicted by evidence of any prior or contemporaneous contracts, agreements, representations, or understandings, written or oral, nor may they be modified or amended except by a written instrument signed by both parties.