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Your Trusted Partner in Aviation Excellence: Supplying Superior Parts and Unmatched Services.
Unless otherwise provided on the quotation, invoice, attachment or specifically agreed to in writing signed by the CUSTOMER (“BUYER”) of the Products purchased hereunder (the “Parts”) and Allestro Aero Solutions Pvt. Ltd. (“Allestro”), the sale of Parts to BUYER is made upon the following terms and conditions:
The total amount of the invoice, without any additional discounts, must be paid in U.S. dollars, in cash, within thirty (30) days from the invoice date unless specified otherwise directly on the invoice. Should Allestro not receive payment within this 30-day timeframe, the BUYER, in addition to facing possible other remedies, agrees to compensate Allestro with liquidated damages. These are not considered a penalty but are an amount equating to interest on the overdue balance at the lesser rate of either 1.5% per month or the maximum rate allowed by applicable laws, starting from the 31st day post-invoice date. Ownership of the shipped materials remains with Allestro until full payment is secured.
A completed and signed credit application is necessary for establishing open credit terms. These terms are governed by the conditions outlined in our Credit Application. Allestro maintains the discretion to alter or revoke credit terms at any time without prior notice and may request guarantees, security, or payment in advance for the credited amount.
In addition to all charges outlined in this invoice, the BUYER will also reimburse Allestro for any sales or use taxes levied by any taxing authority-whether it’s from any country, federal, state, or local government-due to the sale, use, delivery, storage, or transfer of materials covered by this invoice. Furthermore, the BUYER must ensure compliance with all Commerce Department rules concerning import and export regulations, including any foreign or US government licenses. They must also adhere to all relevant Customs, Department of State, and Treasury regulations as specified in the applicable laws governing this transaction.
Parts will be delivered FOB from Allestro’s facility or another designated shipping point. In accordance with Section 10, ownership and risk of loss for each part transfer to the BUYER once the Part is delivered to the BUYER, their representative, or a carrier for transportation to the BUYER, at that location. If the BUYER does not provide specific shipping instructions, Allestro will choose the carrier. However, Allestro will not be responsible for any damage or delays that occur during shipment by the carrier, as the carrier does not act as Allestro’s agent.
Allestro does not guarantee delivery dates and explicitly disclaims any liability to the BUYER or any third party for violations of patents, trade secrets, trademarks, or any other proprietary rights that may arise from the possession, use, or ownership of the Parts. Additionally, Allestro reserves the right to withhold or delay shipments if the BUYER fails to provide necessary information for fulfilling the order or fails to make timely payments to Allestro, under this or any other agreement between Allestro and the BUYER.
The BUYER agrees to indemnify and hold harmless Allestro, its owners, directors, officers, employees, and agents from any claims, liabilities, losses, damages, or expenses, including attorney’s fees, resulting from or related to (i) any injuries or deaths purportedly caused by the use, sale, transfer, or modification of the goods purchased, or (ii) any property damage or personal injuries caused by the BUYER or any agent acting on behalf of the BUYER. These indemnification responsibilities of the BUYER will continue beyond the acceptance of the goods and the completion of payment by the BUYER.
Allestro guarantees that it owns the title to the materials sold, ensuring they are free from any liens and claims. The buyer acknowledges that Allestro will not be liable for any obligations to third parties, nor for any direct, incidental, or consequential damages related to the products or services provided. Furthermore, Allestro and its suppliers disclaim all express or implied warranties, including those of merchantability and fitness for a particular purpose. However, nothing in this agreement will prevent Allestro from transferring any applicable manufacturer’s, distributor’s, or repair station’s warranties to the customer, should such warranties be transferrable.
BUYER cannot return merchandise for credit to Allestro without obtaining Allestro’s written consent and a Return Material Authorization (RMA) number within 10 days of receiving the materials. Such returns will incur a restocking fee of 15%. Additionally, returned merchandise must retain the original tags, or BUYER will bear the costs of recertifying the merchandise. In the event of an exchange, BUYER will be responsible for the exchange fee and may incur a recertification test fee or charges for repair/overhaul of the core part returned, as stipulated in the Allestro Exchange Agreement.
The express terms and conditions outlined in the quotation, invoice, or any supplementary sheets constitute the complete agreement between the parties regarding the sale of the Parts. Any additional terms or conditions proposed by the BUYER in their purchase order that modify, differ from, or conflict with the terms and conditions stated here are explicitly rejected and will only become effective if Allestro provides written acceptance. Furthermore, all Exchange transactions are governed by the specific terms and conditions of the Exchange Agreement.
All exchange agreements adhere to the terms and conditions outlined in our standard Exchange policy.
Without explicit written approval from Allestro, the BUYER is prohibited from using, copying, or revealing any trade secrets or confidential information received from Allestro related to the purchase of the Parts. This restriction applies except when necessary within the BUYER’s organization for regular operations or maintenance of the Parts.
For all international shipments, unless directed otherwise by the Buyer, the Seller shall secure all necessary export licenses from the United States Government’s Department of State or Department of Commerce, as required by U.S. Government export control laws. Both Seller and Buyer recognize that the issuance of an export license depends on their compliance with U.S. laws and regulations. The Buyer commits to providing any documentation the Seller needs to acquire this license. It is understood by the Buyer that the Seller holds legal responsibility for any breaches of U.S. export laws, and thus, the Buyer agrees to indemnify the Seller for any fines, penalties, or losses incurred due to mistakes or oversights by any freight forwarder not endorsed by the Seller.
Moreover, any technical data, defense service, or defense article produced from them and exported from the United States under these Terms and Conditions cannot be transferred to a third-country national or entity without specific authorization from the United States Department of State, or without prior written approval from the relevant U.S. Government agency. This requirement binds the Buyer even beyond the delivery of any Goods or property and includes a mandate for the Buyer to indemnify the Seller against losses arising from any improper exports of the Goods by the Buyer or their customers post-purchase under this Agreement.
For domestic shipments, the Buyer is fully responsible for any future exports of the Goods and will cover any losses, liabilities, or expenses stemming from unauthorized or improper exports of Goods. By agreeing to these terms and conditions, the Buyer certifies their registration with the Directorate of Defense Trade Controls and their eligibility to receive defense articles.
The Buyer is solely responsible for adhering to the import laws and regulations of the destination country, including those of its relevant departments, concerning the import of Goods sold, purchased, or serviced under this agreement. This responsibility includes securing all necessary import licenses or authorizations required for the importation of the Goods. Additionally, the Buyer must cover any taxes and customs fees that may be levied.
The seller agrees to comply only with government purchasing regulations (FAR, DFAR, etc.) that are disclosed and accepted by the seller at the time of the price quote. If a purchase or the provision of services to goods under a purchase order necessitates adherence to regulations not previously disclosed and agreed upon by the seller, the seller reserves the right to adjust the pricing of the goods or to cancel the relevant purchase order without incurring any further liability.
The buyer understands that the estimated delivery dates assume no delays caused by events beyond the Seller’s reasonable control. The Seller will not be held liable for any delays or failure to deliver due to supplier hold-ups, acts of God, public enemy actions, adherence to any government regulation or order (regardless of its validity), fires, riots, labor disputes, severe weather, or any other unforeseen event beyond the Seller’s control. Should such circumstances occur and impact delivery times, the deadline for performance will be extended accordingly, for as long as it takes to overcome these challenges. However, this does not exempt the Seller from making reasonable efforts to mitigate or eliminate such causes and to resume normal operations as promptly as possible once these issues are resolved.
If the U.S. Government deems the Buyer ineligible to participate in transactions that involve exporting goods, whether for commercial or military purposes, the Seller has the immediate right to terminate any purchase order without any obligation or liability to the Buyer. Similarly, if the Buyer is prohibited by the U.S. Government from selling goods directly to the government or indirectly as a subcontractor in projects initiated by the U.S. Government, the Seller may instantly cancel any or all existing purchase orders from the Buyer without incurring any liability.
To ensure the complete fulfillment of the BUYER’s obligations, Allestro secures and hereby is granted by the BUYER a purchase money security interest in the Parts. This encompasses all additions, replacements, and proceeds thereof. The BUYER agrees to fully cooperate with Allestro in the preparation and execution of necessary documents, including but not limited to, Uniform Commercial Code financing statements and filings in accordance with Federal Aviation Administration regulations. This cooperation extends to facilitating the filing and/or recording of such documents as deemed necessary by Allestro for the protection and perfection of this security interest.
Furthermore, the BUYER authorizes Allestro to act as the BUYER’s attorney-in-fact to sign any such financing statements or filings, including the addition of any pertinent information to this document, for filing as a financing statement.
In the event of a default by the BUYER, either in payment or in fulfilling other obligations herein, Allestro reserves the right, in addition to other rights and remedies provided by the Uniform Commercial Code and under other laws, to enforce its security interest and reclaim possession of the Parts in compliance with applicable laws. A fifteen (15) day notice period shall be deemed reasonable for the enforcement of such rights and remedies, should such notice be mandated by law.
This security interest will be relinquished upon the complete fulfillment of the BUYER’s obligations. It is noted that the prices mentioned do not encompass sales, use, excise, or similar taxes. Should any tax or governmental charge apply to the sale, shipment, or use of the Parts that requires payment by Allestro on the BUYER’s behalf, the BUYER shall reimburse Allestro for such amounts, unless the BUYER can provide a tax exemption certificate recognized by the relevant tax authority.
Furthermore, a distributor dealing in surplus parts must implement a procurement system capable of identifying parts that have been exposed to extreme stress, heat, or environmental conditions. It’s imperative that all Airworthiness Directives (ADs) claimed to have been addressed are thoroughly documented. The certification of compliance must detail the AD number, amendment number, date, and method of compliance, for example, “AD xx-xx-xx completed on (date). Replaced shaft seal with P/N _______ shaft seal (signature).” Additionally, parts described as overhauled, repaired, or modified must be accompanied by the relevant, signed, and dated documentation to verify the part’s condition.
Allestro will guarantee that requirements are thoroughly verified for adequacy before being communicated to the external provider.
Allestro shall communicate to external providers its requirements for:
Any disagreement stemming from the execution of these terms and conditions shall be regulated by the Uniform Commercial Code and the laws of the State of Georgia.
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