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Terms and Conditions
  1. CONDITION OF ITEMS: Items shall be delivered “as is where is” unless otherwise specified in the Invoice.  305 Aero Supplies warrants that each serviceable Item supplied hereunder shall be free from manufacturing defects, airworthy and is in a serviceable condition at the time of delivery. Defect claims must be raised in writing within 7 days of receipt of the serviceable Item, prior to returning a failed Item, otherwise, the returned Item will be processed as a normal core unit and Buyer will be liable for any and all re-certification.

  2. CONFLICTS BETWEEN TERMS AND CONDITIONS: If the Buyer's order terms differ in any way from the terms and conditions of this quotation, the Buyer's order will be addressed as a counteroffer and will not be enforceable unless and until the Seller agrees in writing to the terms and conditions stated therein. No changes or amendments to any of the terms and conditions of this agreement will be valid unless all parties sign the written agreement.

  3. TERMS OF PAYMENT: Payment terms are Net 30 days from delivery unless otherwise mentioned in the quotation. If the Seller determines that the Buyer's financial situation averts the Seller from delivering goods or services. The Seller may request full or partial payment in advance.

  4. TITLE, DELIVERY, AND ACCEPTANCE: Unless otherwise specified on the face of the order, the goods shall be delivered F.O.B, Seller’s plant and title thereto and liability for loss or damage in transit or thereafter shall pass to Buyer upon Seller’s delivery of the goods to a common Garner 1 or shipment to Buyer. All goods shipped by Seller shall be deemed accepted by Buyer if Buyer does not give Seller written notice of rejection and the reasons therefore within (30) thirty days after receipt of products by the Buyer. 

  5. PRICES: Quoted prices apply only to the specific quantities stated in this quotation, and do not exceed those quoted to any government agency or commercial concern or like quantities under like conditions. All prices quoted are firm. Prices do not include special packaging, etc. not specified in the quotation. Prices do not include Federal, State or local taxes now or hereafter enacted. Seller requires a minimum purchase order of $500.00. 

  6.  DELAYS/FAILURE TO DELIVER: Seller will not be responsible or liable in any way for any failure to perform or delay in the performance by Seller due, in whole or in part, to Excusable Delays. An Excusable Delay is any failure to perform or delay in the performance by Seller that is due to causes beyond Seller’s control, including but not limited to acts of God; fire; explosion; acts of the terrorism; war; insurrection; sabotage; labour disputes (regardless of the reasonableness of demands of labour); shortages of labour, fuel, power or materials; failure or delays in transportation; equipment or machinery breakdown; failure or delay of Sellers’ sources of supplies; acts, orders or priorities (whether compliance therewith is mandatory or voluntary) of any government or state or other political subdivision or agency thereof; or judicial action. However, if an Excusable Delay causes a delay in Spare Parts delivery of more than one hundred eighty (180) days, either party may cancel the order, in which case Seller's sole liability to Buyer shall be the return of any payment made by Buyer on the purchase price of such undelivered Spare Parts to Seller.

  7. PERSONAL DATA PROCESSING:305 Aero Supplies shall protect received personal data during the course of the effective term of the Sale, also after its end – as long as needed in order to defend itself from statements of claims or other demands, in the exercise of 305 Aero Supplies’ rights, also in fulfillment of obligations imposed on 305 Aero Supplies or its employees, representatives by applicable legal acts, also to the extent necessary for the purposes of backup copies, business continuity purposes, unless the Buyer consents to longer retention of personal data.

  8. QUANTITY VARIATIONS: Productions runs and special material are subject to overruns or under-runs of up to (10%) ten percent of the total quantity ordered. Such overruns or under-runs will be shipped and invoiced on a pro-rata basis in satisfaction of the order. 

  9.   CANCELLATIONS: The Seller reserves the right to recover any and all costs incurred as a result of a cancellation, including, but not limited to, goods/raw materials on hand or in the process of being procured as well as applicable overhead and G&A expenses. The Buyer agrees to reimburse the Seller for all cancellation costs within 30 days after written notification. Cancellation and changes to orders will only be accepted on terms indemnifying the Seller against any losses as a result thereof. 

  10.  INDEMNIFICATION: Buyer agrees to hold 305 Aero Supplies (Seller), its officers, directors, employees, and agents harmless from any and all claims, losses, costs, expenses (including reasonable attorney's fees), damage or injuries, including personal injury, death, and property damage, arising directly or indirectly from Buyer's purchase, use, application, and/or sale of Seller's products, including resale and the subsequent use thereof. Whether sounding in contract, tort or otherwise Including strict liability and except in case of willful wrongdoing or gross negligence on the part of the Seller.

  11.   LIMITED WARRANTY: Seller guarantees that all goods covered hereby will be free from defects in material and workmanship and shall conform to the specifications, drawings and samples, if any, for a period of 90 days from the date of shipment by the Seller.

  12. The Seller shall offer warranties for all overhauled, refurbished and repaired goods on a case-by-case basis. No person other than Buyer shall be entitled to any right, claim or benefit under this limited warranty. Seller’s obligations under this limited warranty are limited to repairing or replacing any defective product sold by Seller. Seller shall have no obligation under this limited warranty unless the product is promptly returned to Seller, transportation charges prepaid by Buyer, providing that the Buyer has been assigned a Return of Material Authorization (RMA) number from Seller prior to returning, and Seller determines the applicability of this limited warranty by examination of such product within a reasonable time after such return of the product to Seller. The Buyer shall bear the costs of a reshipment of the product to Buyer if Seller determines the product is beyond the warranty period or otherwise not entitled to the benefits of this limited warranty.

  13. No labour or other fees for removing or re-installing any product sold by Seller from Buyer's end item in which it is installed will be provided or allowed under the terms of this limited warranty or otherwise. The Seller's limited guarantee does not apply to any product that has been subjected to misuse, negligence, alteration, accident, or incorrect installation, application, or storage. This limited warranty is the only warranty that applies to the products sold and is expressly in lieu of any other warranties or indemnification, express or implied, including any implied warranties of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE and any liabilities to Buyer, Buyer's buyers, or any other person for personal injury, property damage, or any other product liabilities based on alleged negligence or breach of any express or implied warranty or strict liaison.

  14. GOVERNING LAW: The laws of the State of Florida, as well as U.S. Federal laws, statutes, and applicable foreign laws, will govern the provisions of this agreement and all rights and duties hereunder.

  15.  DISPUTES: The parties agree to exercise their best efforts to settle amicably all disputes arising under this Agreement. Any and all disputes arising out of or in connection with either party's negotiation, performance, interpretation, or performance under this Agreement that cannot be resolved between the parties shall be resolved by the American Arbitration Association. The cost of arbitration shall be borne by each party in proportion to each party's interest in the dispute. The American Arbitration Association's ruling will stand as final.

  16. TAXATION: All rates prescribed in quotations do not include VAT (if such applies) or any other taxes and buyers shall pay these in addition to the purchase price. All Spare Parts transportation fees and related taxes and duties shall be borne by the Buyer.

  17.  INTERNATIONAL TRADE REGULATIONS: The Buyer asserts, indicates, and warrants the following by ordering the Spare Parts/services that: Neither the Buyer nor any of its directors, officers, employees, contract workers, assigned personnel, subsidiaries, nor any agent, subcontractor, supplier, affiliate, or other person associated with or acting on behalf of the Buyer is an individual or entity (the Person) that is, or is acting on behalf of, or for the benefit of the person that is, or is owned or controlled by the Person that is, or is controlled by the Person that is, or is owned or controlled by the Person that is, or is owned or located, or residing in a country, area, or territory that is, or whose government is, the subject or target of Sanctions from time to time, such as Crimea, Cuba, Iran, North Korea, Sudan, or Syria. As well as confirming that: 

  • From the date of its incorporation, the Buyer has not engaged in, is not currently engaged in, and will not engage in any dealings or transactions with any person who is or was a Sanctioned Person at the time of the dealing or transaction.

  • The Buyer shall not, directly or indirectly, use the benefits received from this Agreement, including but not limited to services or goods acquired: I to facilitate any activities or business of or with any person who is the Sanctioned Person; or (ii) in any other way or manner that would result in 305 Aero Supplies violating the Sanctions.

  • The Buyer and any Person who may be involved by the Buyer in the execution and/or performance of this Agreement has complied with, and will continue to comply with, all national, supranational, local, and foreign laws and regulations relating to bribery, fraud and racketeering, corruption, money laundering, and/or terrorism administered, enacted, or enforced from time to time by the United States of America, the United Nations, the European Union, the United Kingdom, and the United States of America.

  • The buyer has not received and will not receive any convictions, findings, fines, warnings or penalties issued by any competent authority in relation to anti-bribery and corruption, anti-money laundering, modern slavery or the Sanctions.

  • If the Buyer is ever linked to potential anti-bribery and corruption, anti-money laundering, modern slavery, or Sanctions regulations, the Buyer must notify 305 Aero Supplies as soon as possible, but no later than 5 (five) calendar days, so that 305 Aero Supplies can investigate the situation and assess risks, after 305 Aero Supplies shall be entitled to terminate this Agreement pursuant.

  • The Buyer shall promptly upon demand of 305 Aero Supplies supply such information and documentation as is requested by 305 Aero Supplies in order for 305 Aero Supplies to carry out the verification of the Buyer and decide on the on-boarding of the Buyer pursuant to the internal procedure applied by 305 Aero Supplies to verify the identity of its counterparties, any Persons involved in the execution and/or performance of this Agreement, their key personnel and ultimate beneficial owners, risk assessment and onboarding (the KYC Procedure).

  • HARDWARE: Seller will purchase all fasteners and/or electrical, electronic and electro-mechanical parts supplied to HAS and/or used in the manufacture of the deliverable. Buyer hardware directly from the manufacturer or authorized manufacturer’s distributor, e.g., licensed or franchised distributor. All fasteners and Materials used in the assembly or supplied must have manufacturer certificates, material certifications, and test reports.

  • The material used must be DFAR compliant for the following clause:

    • 252.225-7001: Qualifying Country Sources as Subcontractors.

    • 252.225-7008:  Restriction on Acquisition of Specialty Metals.

    • 252.225-7009: Restriction on Acquisition of Certain Articles Containing Specialty Metals.

    • 252.225-7010:  Commercial Derivative Military Article-Specialty Metals Compliance Certificate

    • 252.225-7012: Preference for Certain Domestic Commodities.

    • Buy American Act 252.225-7001 at its most current revision is applied to this order unless otherwise noted in a revision of this purchase order. (The act can be viewed at the following link:

    • 52.244-6:  Subcontracts for Commercial Items. (As prescribed in 44.403 <>)

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