SERVICE ORDER/REVISION AUTHORIZATION: These terms and conditions are part of a Service Order/Revision (“Agreement”) which contains the description of the work or workscope (“Work”) to be performed by a Service Center operated by Textron Aviation Inc. or one of its affiliates, Hawker Beechcraft Services and/or Cessna ServiceDirect LLC. “Service Center” shall refer to each Textron Aviation service center(s), including their mobile units, at which the Work is performed to Customer’s aircraft and engine(s) (collectively, herein referred to as “Aircraft”) identified on the Agreement. Service Center is authorized to complete the Work and acquire on behalf of Customer all parts, components, materials and equipment (herein collectively referred to as “Parts”), necessary to complete the Work.
AUTHORIZED PARTY: The individual approving the Work and/or Service Order/Revision is the authorized agent and representative of Customer and has authority to bind the owner of the Aircraft and authorize work to be performed on the Aircraft.
PAYMENT TERMS: Unless the parties agree in writing to other payment terms, Customer agrees to pay cash to Service Center for the Work prior to Service Center relinquishing possession of the Aircraft to Customer.
TAXES: All applicable federal, state or local taxes and all duties, imports, tariffs, or other similar levies shall be invoiced to and paid by the Customer except where the Customer shall furnish the appropriate certificate of exemption.
EXCHANGES: Customer agrees that if Parts are replaced on an exchange basis and the exchange core requires replacement parts not normally required during the overhaul, or if the core is rejected, then the Customer shall be invoiced and shall pay for such replacement parts or additional costs.
EXCUSABLE DELAY: Whenever a delivery schedule has been given, Service Center will make a good faith effort to comply with such projections; however, Service Center shall not be considered in default and no liability is assumed by Service Center for any change in delivery schedule not reasonably within the control of Service Center, including but not limited to any due to additional discrepancies discovered in the course of the Work, changes in the workscope at Customer’s request, or conditions beyond the control of Service Center, such as fire, explosion, riot, acts of God, civil disturbances, floods, earthquakes and causalities similar in nature to the foregoing. Should events occur which would give rise to Customer’s claim that Service Center is in default of the agreed delivery schedule, Customer shall first give Service Center a thirty (30) day written notice of its claim during which time Service Center may cure any claimed default and incur no liability.
INDEMNIFICATION: Customer shall indemnify and hold Service Center, Textron Aviation Inc., and their affiliates, and their officers, directors, employees, and agents harmless for loss or damage to the Aircraft, including the Work accomplished on the Aircraft under this Agreement for any reason or cause whatsoever while the Aircraft is in the possession and control of Service Center or on the premises of Service Center, except to the extent such loss or damage is solely, directly, and proximately caused by the negligence of Service Center.
FLIGHT BY SERVICE CENTER: Service Center is authorized to operate the Aircraft to test the maintenance performed or as separately authorized by you. This Agreement does not cover delivery flights of the Customer’s Aircraft by Service Center, or any such flights of Customer’s Aircraft. In the event that Customer desires Service Center to perform ferry flight services, they may be rendered under a separate Agreement which will require appropriate insurance indemnification protection of Service Center by Customer before the commencement of such flights.
SERVICE CENTER LIMITED WARRANTY: Service Center represents and warrants to customer that all labor pertaining to the Work (hereinafter referred to as “Labor”), shall be performed by Service Center in accordance with applicable U.S. Federal Aviation Administration Regulations, Service Center standard practices, and accepted industry standards (hereinafter collectively referred to as “Standards”). Subject to the limitations stated below, Service Center warrants only the Work performed for six months. Customer’s sole remedy and the entire extent of Service Center’s liability under this limited warranty shall be (i) re-performance by Service Center of only the Labor that was not performed in accordance with the Standards; and/or (ii) the repair and/or replacement, at Service Center’s option, in accordance with the terms of the Textron Aviation Parts and Distribution Spares Warranty, of Parts requiring repair and/or replacement.
This limited warranty does not extend to manufacturer’s and vendor’s Parts that are outside the Textron Aviation Parts and Distribution Spares Warranty, including, without limitation, any defect existing in such Parts. Such Parts warranties, if any are supplied by the manufacturers and/or vendors of such Parts. TO THE EXTENT ALLOWED BY APPLICABLE LAW, CUSTOMER WAIVES AS TO SERVICE CENTER, AND SERVICE CENTER DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND WHETHER OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE AND THE OBLIGATIONS OF SERVICE CENTER SET FORTH HEREIN SHALL BE THE EXCLUSIVE REMEDIES FOR ANY BREACH OF WARRANTY HEREUNDER. SERVICE CENTER SHALL NOT BE LIABLE FOR ANY PUNITIVE, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES THAT ARISE FROM THIS AGREEMENT OR THE AIRCRAFT’S PRESENCE AT THE SERVICE CENTER, INCLUDING WITHOUT LIMITATION, ANY DAMAGES FOR DIMINUTION IN VALUE, LOSS OF USE, INCONVENIENCE, OR LOSS OF PROFITS, WHETHER BASED ON THEORIES OF CONTRACT, TORT, OR DAMAGES UPON THE THEORIES OF CONTRACT OR TORT. IN ALL EVENTS, SERVICE CENTER’S LIABILITY ARISING OUT OF THE WORK OR THE PARTS SHALL BE LIMITED TO THE COST OF THE WORK OR TO THE REPAIR AND REPLACEMENT OF NON-CONFORMING GOODS AND PARTS.
APPLICABLE LAW AND JURSIDICTION: The validity, interpretation, and performance of this Agreement and all other agreements made pursuant or in relation hereto will be governed by and construed in accordance with the laws of the State of Kansas.
ESTIMATED PRICING: Estimated pricing is defined to mean an approximate calculation only. The final price may exceed the estimated price.
WAIVER OF SUBROGATION: The Customer waives any and every claim which arises or may arise in its favor and against Service Center for any loss of, or damage to, the Aircraft, which loss or damage is covered by valid and collectible fire and extended coverage insurance policies, to the extent that such loss or damage is recoverable under said insurance policies. Because this waiver will preclude the assignment of any such claim by way of subrogation (or otherwise) to any insurance company (or any other person), the Customer agrees to immediately give written notice of this waiver to each insurance company that has issued applicable insurance and to cause said insurance policies to be properly endorsed, if necessary, to prevent the invalidation of such insurance coverage by reason of said waiver.
AIRCRAFT STORAGE: Service Center does not represent or agree that the Aircraft will be stored in a hangar, absent a specific agreement in writing. Aircraft left on Service Center property after release or without necessary work authorizations are subject to reasonable storage charges.
TITLE: Title to Aircraft Parts shall not pass to Customer or any other party, until Service Center receives full payment for the Work. Customer grants Service Center a possessory and a contractual lien on the aircraft and all property of Customer in Service Center’s possession, to secure payment of all debts and claims, whether due or not, resulting from the Work and all other contractual relations with Customer, including claims resulting from prior business relations with the Customer. Customer authorizes Service Center to dispose of scrap and used parts in Service Center’s discretion.
ENTIRE AGREEMENT: The provisions hereof (including the pertinent documents, drawings, and specifications) shall take precedence over any terms purportedly imposed by Customer, shall constitute the entire Agreement between the parties, and shall supersede all prices, offers, negotiations, statements or agreements relating to the subject matter hereof. Service Center’s failure to object to any other terms shall not be deemed to be a waiver.
CHANGES: Any changes or additions to the workscope and in any applicable drawings specifications, or designs accompanying this Agreement, may be made only through the initiation of a request for change to the Work. Such changes or additions may affect price and delivery. Any increase in price shall be borne by the Customer.
ELECTRONIC SIGNATURE: This Agreement may be signed in counterparts by any parties’ actual signatures or signatures scanned and sent to the other party via e-mail. Each such counterpart will be deemed an original for all purposes and together they will constitute one and the same instrument. Customer also agrees that any e-mail or other approval in writing of the terms of the Agreement and any squawks or changes in the workscope will be binding upon it for all purposes.