Terms and Conditions
These Terms and Conditions of Services (hereinafter the “Terms and Conditions”) cancel and supersede any prior agreements, representations, or other communications between Vortex Aviation and each of its divisions and subsidiaries (collectively, “Vortex Aviation”) and any person or entity providing parts or services (hereinafter “Seller”) relating to the subject matter set forth herein to, and are subject to change without advance notice. Seller and Vortex Aviation may be referred to herein individually as a “Party”, or collectively as the “Parties”. Acceptance by Seller of payment for an purchase order shall be deemed to constitute a binding agreement between the Parties pursuant to the Terms and Conditions and Seller agrees that these Terms and Conditions may not be cancelled, countermanded or otherwise changed without the prior written consent of Vortex Aviation. Any communication construed as an order by Vortex Aviation or acceptance thereof is expressly limited to the Terms and Conditions.
Payment terms are net 30 calendar days from the date of the invoice issued by Seller to Vortex Aviation. Payment for products or services under a purchase order prior to inspection and final acceptance by Vortex Aviation shall not constitute an acceptance thereof.
All material is subject to Vortex Aviation’s inspection and final acceptance. This includes parts that have been rejected for physical, document or cosmetic issues. Vortex Aviation will monitor seller’s performance and will communicate problems for appropriate corrective action. Final acceptance by Vortex Aviation will not remove Seller’s responsibility for latent defects.
Quality Management System
Seller shall maintain a quality management system which is acceptable and appropriate for the items supplied and shall comply with general industry standards. Seller shall use customer-designated or approved external providers, including process sources. Vortex Aviation is to be notified of changes to processes, products, or services, including changes of their external providers or location of manufacture.
Quality Records Retention
The seller’s product, process control and quality records shall be retained at the Seller’s location for a minimum of 7 years from the date of shipment unless a different record retention requirement is stipulated on Vortex Aviation purchase order. The Seller shall also provide quality records upon request.
All material must be traceable to the following FAA approved sources: FAR parts 121, 129, 145 or the OEM. Copies of all traceability documents must be included with all shipments. An 8130-3 with dual release or EASA Form 1 with dual release and a CAAC form must accompany all NEW AND MAINTAINED material. All maintenance release forms must be the original documents issued by the OEM or an authorized repair facility and must include a workshop report as applicable. All parts obtained via an aircraft or engine teardown must include a removal tag that identifies the quantity, part number, serial
number, engine serial number or aircraft serial and tail number from which the part was removed and the repair station number or mechanic’s license number. The removal tag must have the teardown agency’s name, be signed and dated. All parts shall be free and clear of all liens.
All material shall have been clearly and continuously identified from the time that it was removed from an engine or aircraft with information that would allow the following information to be tracked: last operator, engine/aircraft of origin, serviceability status, and reason for rejection if applicable.
If a part has been rejected for cause since its last operation, all documents originally received with the part by the seller, including any documents indicating the item has been rejected for cause; must be maintained and provided to Vortex Aviation. If the part is sent by the seller for repair evaluation, then such documents must accompany the part if available and the reason for the part being declared rejected must be clearly communicated to the entity repairing the part if the reason is known.
Documents identifying the part and its condition must accompany the part at all times and must not be separated from the part unless removed by an approved Part 145 Repair Station.
The Seller will not perform or have performed any kind of maintenance or alteration on the part including cleaning of any kind, and must leave the part in the condition it was received unless the maintenance or alteration is performed in accordance with approved technical data and in compliance with FAR Part 43. The removal of any markings done by a certified repair station to indicate that the part was rejected is not permitted unless accomplished by a certified repair station.
The maintenance release shall identify all Airworthiness Directives incorporated.
Product Maintenance Requirement
All work performed must have been performed in accordance with the OEM manual and noted in Block 13 of the maintenance release tags (Block 12 for EASA Form 1 or TCCA Form 1). All inspections and repairs performed must be noted either on the maintenance release forms or the workshop reports. Any warranties on the parts shall be assigned to Vortex Aviation.
Representation and Warranties
Seller represents and warrants that any parts or services it provides (i) does not infringe any copyright or trademark or other intellectual property rights of any third party; (ii) is not libelous or obscene; (iii) does not invade any person’s right to privacy; and (iv) does not otherwise violate any laws or infringe the rights of any third party.
Seller agrees that it will employ qualified personnel where necessary to satisfy the requirements of this order.
Right of Access Requirement
The Seller shall permit Vortex Aviation staff, their customer, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain. This includes for surveillance or investigation in order to verify the quality of work, records and conformance of purchased products to specified requirements.
Notification of Nonconforming Product
The Seller shall notify Vortex Aviation of any nonconforming processes, products, or services and obtain approval for their disposition. The Seller shall also ensure the flow down of Vortex Aviation requirements or their customers to sub-tier suppliers as required. All sub-tier suppliers shall have an effective quality management system in place as per acceptable industry standards.
Ensuring that persons are aware of their contribution to product or service conformity, product safety and the importance of ethical behavior.
Prevent the Use of Suspected Unapproved, Unapproved, and Counterfeit Parts
Seller shall maintain a quality management system which is acceptable and appropriate for the items supplied and shall comply with general industry standards to prevent the use or further release of suspected unapproved, unapproved and counterfeit parts.
Risk of Loss
Seller shall have and retain all risk of loss and liability with respect to the goods ordered hereunder until such goods are actually delivered to Vortex Aviation (and accepted by Vortex Aviation).
Indemnification by Seller
Seller hereby agrees to indemnify, release, defend and hold harmless Vortex Aviation and its affiliates and its and their directors, officers, employees, agents, representatives, successors and assigns against any and all suits, actions or proceedings at law or in equity (including, without limitation, the costs, expenses and reasonable attorney’s fees incurred in connection with the defense of any such matter) and from, without limitation, any and all claims demands, losses, deficiencies, damages, settlements, judgments, assessments, fines, penalties, costs, expenses or liabilities, to any person or entity whatsoever (including, without limitation, Seller’s and Vortex Aviation’s employees or any third party), or damage to any property (including Seller’s property) arising out of or in any way connected with the performance of services or the furnishing of parts under these Terms and Conditions or any purchase order, regardless of whether any act, omission, negligence (including any act, omission or negligence relating to the manufacture, design, repair, service or installation of any parts furnished hereunder) of Vortex Aviation or its affiliates or its or their directors, officers, employees, agents, representatives, successors or assigns caused or contributed thereto.
Seller agrees to hold Vortex Aviation’s Proprietary or Confidential Information in strict confidence. Proprietary or Confidential Information” means any information that Seller receives or otherwise has access to incidental to or in connection with the parts provided or services performed by Seller: (i) whose confidential nature has been made known by the disclosing party, orally or in writing, to the receiving party; or (ii) which a reasonable person under like circumstances would treat as confidential due to its character and nature. Seller agrees not to make Vortex Aviation’s Proprietary or confidential Information available in any form to any third party or to use such Proprietary or confidential Information for any purpose other than as specified in this Agreement. Vortex Aviation’s Proprietary or confidential Information shall remain the exclusive property of that party. Notwithstanding termination or expiration of this Agreement, the parties agree that the obligations of confidentiality with respect to Proprietary or confidential Information shall continue in effect for a period of two (2) years from the date of termination.
Vortex Aviation is prohibited by law from dealing with certain companies and individuals which or who have been designated by the U.S. government as Specially Designated Nationals or are otherwise determined to be restricted, debarred or denied parties by local government authorities. Accordingly, Seller agrees that it shall provide to Vortex Aviation, information in a form acceptable to Vortex Aviation, identifying the name of its customer, the country of ownership and operation of the part and engine / aircraft in which it was removed of its prior owner / operator. Seller represents and warrants that is in compliance with, and that any third party retained or paid by Seller is in compliance with, all applicable export controls, economic sanctions, embargoes and regulations regarding the export, re-export, distribution and sale of the Components, including, without limitation, the International Emergency Economic Powers Act (IEEPA) 50 U.S.C.A. s. 1701 et seq. (2003 & Supp. 2007) and the U.S. Export Administration Regulations, as amended (15 CFR, Chapter VII, Subchapter C)(“EAR”), and International Traffic in Arms Regulations, as the same may be amended or superseded from time to time, as well as, without limitation, other U.S. Department of State, U.S. Department of Treasury, U.S. Department of Commerce, European Union or other applicable local government directive, regulations, orders and policies including, without limitation, all applicable embargoes and sanctions and export licensing requirements relating to the Services, if any. Seller warrants and agrees to observe and comply with all local, state and federal laws, rules and regulations affecting the price, production, sale and delivery of the material or services under the Purchase Order. Any failure to comply with the terms of this article shall be grounds for immediate rejection or termination of any part or services contemplated hereunder.
Construction and Severability
These Terms and Conditions constitute the entire agreement between the Parties regarding the subject matter hereof and shall be construed and enforced in accordance with the laws of the State of New York, U.S., including its provisions of the Uniform Commercial Code, but excluding its conflicts of law principles. The United Nations Convention on the International Sale of Products shall not apply to transactions under these Terms and Conditions or any Repair Order to which they apply. Vortex Aviation shall not be bound by any agent’s, employee’s or any other representation, promise or inducement not set forth herein. The invalidity or unenforceability of any article of these Terms and Conditions shall not affect any other article, and these Terms and Conditions shall be construed in all respects as if such invalid or unenforceable article were omitted. Any invalidity or unenforceability of any article hereunder in one jurisdiction shall not affect the validity or enforceability of such article in any other jurisdiction.
The Parties agree that the proper and exclusive forum and venue in all legal actions brought to enforce or construe any of the articles of these Terms and Conditions shall be in the United States District Court, District of New York or, if federal jurisdiction is lacking in such legal action, in a New York State Supreme Court located in the Borough of Manhattan, New York, New York, U.S.
No rights and/or obligations arising under these Terms and Conditions may be assigned or delegated by Seller unless expressly agreed to in writing by Vortex Aviation. Vortex Aviation may assign and/or delegate all or any part of its rights and/or obligations hereunder.
Seller represents that it has all requisite right, power and authority to perform its obligations under these Terms and Conditions. These Terms and Conditions shall inure to the benefit of, and be binding upon, the successors and assigns of the Parties without restriction. A waiver of any default hereunder or of any term or condition of these Terms and Conditions shall not be deemed to be a continuing waiver or a waiver of any other default or any other term or condition hereunder. The rights herein granted are for the benefit of the Parties hereto and are not for the benefit of any third person, firm or corporation, and nothing herein contained shall be construed to create any rights in any third parties under, as the result of, or in connection with these Terms and Conditions to which they apply.