1. Acceptance- a) The provisions of this document shall be deemed to control, and take precedence over any condition specified by customer in conflict unless accepted in writing by Skurka Aerospace Inc. b) Any terms, conditions or quality requirements not addressed in this document are subject to our review and acceptance. c) Therefore, it shall be considered that, all provisions of this document are acceptable to customer.
2. Design Change Authority- As a TC/STC holder, you grant us design change authority for all “Class II” changes (minor changes, changes that have no impact on form, fit, function, reliability or weight as defined in 14 CFR21.93) for the products that we have designed, qualified, built and delivered to you. We will make available copies of all changes upon request.
3. Material Review Board Authority- As a TC/STC holder, you grant us material review board authority for all minor non-conformances (as defined for all equipment that we designed, qualified, built and delivered to you. This authority is limited to minor non-conformances. All non-conformances will be documented, filed and made available upon request in accordance with 14 CFR 21.125.
4. PMA- As a TC/STC holder, you shall provide us with a PMA Assist Letter to pursue the FAA for PMA for all products that we have designed, qualified, built, and delivered to you or the end user.
5. Technical Data- a) The customer must hold any technical data provided by Skurka Aerospace Inc. in strict confidence unless released in writing by Skurka Aerospace Inc. b) All of our technical data is company proprietary including our envelope drawing outlining our customer’s dimensional and performance requirements, a spare parts list and our “Acceptance Test Procedure” (ATP) which we provide to our customers at “No Additional Charge”. c) When required by the purchase order, Skurka Aerospace Inc. shall provide test data or “Acceptance Test Procedure” (ATP) data per unit in our format on the final product only. When requested in writing from the customer the “Acceptance Test Procedure” (ATP) document shall be submitted for approval. d) All other company proprietary technical data is available for review at our facility only.
6. Packaging- a) Skurka Aerospace Inc.’s unit prices include, at “No Additional Charge”, best standard commercial packaging practices. b) All packaging materials and procedures are selected by us. c) We do have the capability of “Bar Coding” and packaging in accordance with Mil-Specifications as well as other methods and we will be pleased to provide a quotation for this alternate packaging upon written request.
7. Delivery- Skurka Aerospace Inc. delivers all products, FCA (Incoterms 2010) our facility (the “FCA Point”). Title and risk of loss passes to Buyer upon delivery of the goods at the FCA Point. The scheduled shipping or delivery date shown on the face of our acknowledgement is our best estimate of the time the order will be shipped and we assume no liability for loss, general damages or special or consequential damages due to delay.
8. Payment Terms- a) The payment terms are specified by Skurka Aerospace Inc. in writing on the request for quotation and placement of a purchase order will be deemed confirmation by the customer. An invoice is generated after shipment of the product or completion of our services. When payment is not made in accordance within the specified terms the amount due will be subject to an annual interest charge of 18%. b) Any overdue payment may be subject to legal action. c) All attorneys’ fees, expenses, court costs and other costs incurred by Skurka Aerospace Inc. for such legal assistance to obtain payment will be borne by the customer. If the customer fails to make payments on this or any other purchaser order placed with us, we may defer further shipments until such payments are made or may, at our option, cancel any unshipped balance.
9. Taxes- Any applicable Federal, State or Local taxes of any nature will be billed separately on our invoice unless our customer provides the necessary tax exemption certificates 30 days in advance of shipment.
I 0. Warranty- a) Skurka Aerospace Inc. warrants our new production and zero time overhaul products for one year and repair units for 90 days from the date of shipment from our facility for defects in materials and workmanship. We do not expressly or impliedly warrant against defects in workmanship or materials of parts or materials furnished by the customer. In such case we only warrant that we will properly install such parts or materials so as not to degrade the performance of the parts or materials supplied to us. This warranty shall only apply if we receive written notice of the claimed defect within 30 days after discovery thereof and we determine, in our sole discretion, that the product is defective and (i) has not been subject to accident, abuse, misuse or combat damage, (ii) has been operated and maintained in accordance with our recommendations and/or specifications, and (iii) there has been no accident, abuse, misuse or mismanagement of the system into which the product has been incorporated. THE WARRANTY CONTAINED HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, GUARANTEES OR PROMISES ARISING BY LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE), AND WHETHER OR NOT ARISING IN CONTRACT OR TORT. BY AGREEING TO PURCHASE PRODUCTS FROM US, YOU WAIVE ANY AND ALL OTHER WARRANTIES, GUARANTIES, PROMISES OR REPRESENTATIONS. OUR WARRANTY MAY NOT BE MODIFIED IN ANYWAY EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY ONE OF OUR OFFICERS. b) Any unit in question must be returned to us, transportation prepaid, for our evaluation and determination of responsibility. c) Any unit, which we determine to be our responsibility, will be repaired or replaced at “No Charge”. d) Skurka Aerospace Inc. must make all repairs, modifications or alterations. Any repairs, modifications or alterations made by the customer voids this warranty unless authorized in writing by Skurka Aerospace Inc. e) A Return Material Request Authorization (RMRA) number must be obtained from Skurka Aerospace Inc.’s Sales Department prior to returning the products to our facility to prevent shipment refusal at our Shipping & Receiving dock. f) Our customer assumes the risk and expense of the returned unit until delivered to our dock and the unit will be subject to our receiving inspection. g) This is our warranty policy in full. We are not liable for any additional charges called out in the customer’s associated paragraphs. This Warranty does not cover liability for loss, damage or injury to third parties or to property. We have no liability for liquidated damages or for collateral, consequential or special damages, including but not limited to loss of profits or loss of use, whether resulting from delays in delivery or performance. Our aggregate total liability shall in no event exceed the contract price of the individual product or services supplied to you. You agree to indemnify and hold us harmless from all claims by third parties which extend beyond these limitations on our liability.
11. Cancellation- This sale is not subject to cancellation, change reduction in amount or suspension or deferment of deliveries, except with our consent.
12. Designs- a) All designs made by us in the processing of your order will be approved by you. b) We are pleased to assist you with suggestions on design, construction and materials. However, we cannot and will not be liable or responsible for any loss, cost or damage resulting from or connected with the use of such suggestions. c) Any design made and used by us in processing this order shall be the sole property of Skurka Aerospace Inc.
13. Insurance- We do not amend our insurance policies to specifically name our customers.
14. Import/Export- Skurka Aerospace Inc. does not direct import or export at this time and all correspondence, customs clearances, documentation, licenses and associated costs are handled by the customer. The customer will be required to specify the following; (i) The name of the U.S. freight forwarder, (ii) The carrier to pick-up the products from our facility, (iii) The customer’s account number for this carrier to handle the associated shipping charges to the U.S. freight forwarder. Items (i) through (iii) must be specified on the purchase order.
15. Waivers- No waiver of any breach of any term, condition or obligation thereof shall be deemed a waiver of similar terms in the future, nor shall the waiver of any breach be deemed a waiver of any subsequent breach of the same or other nature.
16. Limitation of Liability -IN NO EVENT WILL SKURKA AEROSPACE INC. OR ANY MANUFACTURER OF AIRCRAFT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO NONCONFORMANCE OR DEFECT IN GOODS OR SERVICES OR ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL SKURKA AEROSPACAE INC.’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO SKURKA AEROSPACE INC. FOR THE GOODS SOLD OR SERVICES PERFORMED. The limitation of liability set forth in this section will not apply to (i) liability resulting from Skurka Aerospace Inc.’s gross negligence or willful misconduct and (ii) death or bodily injury resulting from Skurka Aerospace Inc.’s acts or omissions.
17. Governing Law – This sales order is made and entered into and shall be governed by the laws of the State of California.
18. U.S. Government Contracts- If the products to be furnished under this sales order are to be used in the performance of a U.S. Government contract or subcontract and a U.S. Government contract number appeared on your order, those clauses of the applicable U.S. Government procurement regulations that are required by federal statute to be included in U.S. Government subcontracts of this size and nature, taking into account any applicable exception, such as the commercial item exception, shall be incorporated herein by reference.
S.A.I. Form S1129 Rev. E 07/18