Terms & Conditions

Binding Effect; Notice: These are the terms and conditions for the purchase of goods (“Goods”) and/or services (“Services”) from Proserv Aviation Holdings LLC (“Proserv Aviation") by any purchaser (“Purchaser”). No additional terms, different terms, exclusions, or modifications shall be effective against Proserv Aviation without the express written consent of an authorized officer of Proserv Aviation. Any attempt by Purchaser to add, exclude, or modify these terms (including by way of submitting a purchase order with standard purchase terms) shall be deemed to be material, is objected to, and shall have no effect. Any and all contracts between Proserv Aviation and Purchaser shall be deemed to include these terms and conditions (all contracts collectively, including these terms and conditions, are the “Agreement”).

Acceptance of Purchase Orders: Purchaser agrees to be subject to these terms and conditions in their entirety upon award of a purchase order to Proserv Aviation. No inventory is held without a physical purchase order on company letterhead or a signed estimate. All purchase orders must be commitments with a definitive price and quantity. No purchase order, whether or not submitted in response to a quotation by Proserv Aviation, shall be binding until acceptance by Proserv Aviation and no such acceptance shall be deemed an agreement to be bound by any terms other than the terms hereof. All orders are subject to credit approval by Proserv Aviation, rejection or modification due to required delivery date or material availability, and minimum order quantities. No lead times are guaranteed unless otherwise stated in writing by Proserv Aviation. Prices in quotations are effective for 30 days unless otherwise stated in writing by Proserv Aviation. For existing purchase orders, or any blanket purchase orders, Proserv Aviation may change its prices at any time upon written notice. Any temporary surcharge imposed on Proserv Aviation will be passed on to Purchaser during the period of time the surcharge is in effect.

Security Interests: Purchaser grants and Proserv Aviation retains a security interest in all of the Goods sold hereunder and the proceeds thereof until the purchase price is paid in full. Purchaser authorizes Proserv Aviation to file any notice or financing statement that Proserv Aviation shall reasonably deem necessary to ensure a security interest in the Goods hereunder and shall take such other action requested by Proserv Aviation as may be required to perfect, maintain, or defend Proserv Aviation’s security interest in any collateral. In the event that Proserv Aviation has possession of any equipment or property owned by Purchaser, Proserv Aviation’s maintenance and repair obligations shall be limited to those to which it has expressly agreed in writing.

Storage of Goods: All goods owned by Purchaser but stored by Purchaser with Proserv Aviation will be stored at a facility that is owned or leased by Proserv Aviation. Purchaser is responsible for all appropriate insurance coverage on the goods they own while at a facility owned or rented by Proserv Aviation.

Title; Risk of Loss; Shipping and Delivery: Title and risk of loss to Goods shall pass to Purchaser at Proserv Aviation’s point of shipment. Purchaser assumes all risks and liabilities arising out of unloading, discharge, storage, handling and use of the product, or arising out of compliance or non-compliance with federal, state, municipal or local laws and regulations governing or controlling such activity, except to the extent, if any, attributable to Proserv Aviation's gross negligence or willful misconduct. Except to the extent attributable to the product failing to meet the express warranties set forth in paragraph 15, Purchaser will indemnify, defend and hold Proserv Aviation harmless from all costs, expenses, damages, judgements or other loss, including costs of investigation, litigation and reasonable attorney's fees, arising out of Purchaser's selection, use, sale and further processing of Goods. Any dates quoted by Proserv Aviation for delivery of any products are estimates only, and unless stated in writing, Proserv Aviation will not be liable for any charges resulting from either late or early delivery of products from the date quoted no matter the cause. Prices quoted are F.O.B. Proserv Aviation’s point of shipment and are for quantities produced and shipped at one time.

Payment: Unless otherwise agreed to by Proserv Aviation in writing, payment is due at the time Goods are shipped. Changes or attempts to change payment terms by Purchaser will not be recognized, unless approved in writing through the office of the Proserv Aviation CFO. Payment must be made in United States Dollars. A merchant fee of 3% is automatically added to payments made by credit card. A returned check charge of $30.00 applies to all dishonored checks presented by Purchaser. All terms are based on credit approval. Purchaser agrees that Proserv Aviation shall be entitled to make or change any or all credit decisions concerning sales in Proserv Aviation’s discretion, including a refusal to sell or any change in payment terms. Purchaser shall not have a right of set off or offset of any kind. All indebtedness outstanding more than five (5) days after the due date shall be subject to a late fee of 1.5% per month (18% annually), unless such rate exceeds the highest rate permitted by law, in which event the rate shall be highest permissible by law. Late fees are automatically accrued by Proserv Aviation’s electronic accounting system. This accrual feature cannot be turned off, fees cannot be removed. Any fees left unpaid will remain on the account and will be added to future purchases. Purchaser agrees to pay Proserv Aviation’s legal fees of 25% of the amount owed, plus expenses and other costs in the event Proserv Aviation pursues collection or other enforcement efforts, whether or not legal action is filed. Proserv Aviation shall have the right to terminate this Agreement, any purchase order, to stop Goods in transit, and to suspend further performance under every Agreement in the event Purchaser fails to make any payment when due and as otherwise permitted by applicable law.

Exchange Cores: Products or goods delivered to Proserv Aviation in exchange for Goods sold by Proserv Aviation (“Exchange Cores”) may contain normal wear and tear but must be serviceable within normal overhaul charges. Exchange Cores must be received by Proserv Aviation within 15 days after the date which Goods are shipped to Purchaser. Exchange Cores and their components must be of like-kind in relation to the New (NE), New Surplus (NS), Repaired (RD), or Overhauled (OH) products shipped to the Purchaser by Proserv Aviation, as determined by Proserv Aviation in its sole discretion in accordance with the definitions below. Like-kind determinations will be made by Proserv Aviation in its sole discretion by considering manufacturer, part number, edition, revision, modification, completeness, totality, and such other characteristics as determined by Proserv Aviation. Exchange Cores are further subject to normal repair and overhaul charges determined by Proserv Aviation’s approved third-party overhaul station. Amounts exceeding $250 above the cost of normal overhaul will be billed back to the Purchaser on a new invoice. to If Exchange Cores are not received by Proserv Aviation within the applicable 15 days, Proserv Aviation may agree to an outright sale in place of the proposed delivery of Exchange Cores, but in that case a BER fee will be due and payable and will be invoiced to Purchaser. Proserv Aviation reserves the right to cancel any original exchange sale, refuse to accept payment of a BER fee, and retrieve all shipped assets in its sole discretion. At the sole discretion of Proserv Aviation, retrieval of assets may also result from, including but not limited to, situations when Purchaser doesn’t timely produce Exchange Cores, or produces Exchange Cores that are not serviceable, or if a BER Fee is not sufficient to replace the Goods sold to Purchaser due to price or availability. Items held by Proserv Aviation for exchange transactions are strictly protected assets, meant to rotate continuously in Proserv Aviation’s exchange pool, and cannot be purchased outright simply by paying a BER fee without Proserv Aviation’s written agreement. Upon notification of asset retrieval, these products must be shipped out of the Purchaser’s possession within 72 hours of notice to Purchaser.

Condition Codes: The following codes have the indicated meaning and may be assigned by Proserv Aviation in its sole discretion:

Condition Grade	Abbreviation	Description
New	NE	Regardless of age - purchased in unused condition from MFG/OEM/Distributor.
New Surplus	NS	Determined based off the presence of a minimum of two out of three of the following criteria: 1) Paperwork verifying condition (e.g. 8130), 2) OEM packaging, 3) Source; If part only meets one criterion, Proserv Aviation may assign New Surplus condition using reasonable judgement.
Overhauled	OH	Repaired + cosmetics. Essentially, as it would come from a repair station.
Repaired	RD	Has been repaired, cleaned, certified, etc. No cosmetics.
As Removed	AR	Parts that do not meet the criteria for other condition codes.
Inspected	IN	Visual inspection for noticeable defects. Accepted by Proserv Aviation, not issued by Proserv Aviation.
Beyond Economical Repair	BER	Possible to still be repaired but not at an economical value. Accepted by Proserv Aviation, not issued by Proserv Aviation.

Solvency: Purchaser agrees that each purchase order (“P.O.”) constitutes a representation that it is both solvent and not a debtor in any insolvency, bankruptcy, or restructuring proceeding. In the event of insolvency, Proserv Aviation’s invoice shall constitute a demand for reclamation of the Goods identified on the invoice under Section 2-702 of the Uniform Commercial Code (the “UCC” and Section 546(c) of the United States Bankruptcy Code. Purchaser agrees to promptly notify Proserv Aviation in case of insolvency, waives any defenses to Proserv Aviation’s right of reclamation to the Goods identified in Proserv Aviation’s invoice and shall promptly return possession of such Goods to Proserv Aviation.

Taxes: Prices of Goods or Services are exclusive of all applicable federal, state, local and VAT taxes. Purchaser agrees to pay (or reimburse Proserv Aviation) for all taxes however designated, arising out of the sale imposed under the authority of any federal, state, local or foreign taxing jurisdiction, upon receipt of a sales invoice for the amount of the tax.

Cancellation: All orders are final and may not be cancelled except with Proserv Aviation’s express agreement in writing, which it may withhold in its sole discretion. In the event of a full or partial cancellation of any purchase order, Purchaser is responsible for all costs incurred up to and including the time of cancellation, including all costs expended and committed for materials, work in process, finished Goods, Services provided, labor, supplies, administrative costs, outside services or consultants, and any other costs associated with performance of any P.O.

Shortage of Product: During periods when demand for product exceeds Proserv Aviation’s available supply, whether due to a force majeure or otherwise, Proserv Aviation may distribute product among itself for its own uses, its customers, and Purchaser in such manner as Proserv Aviation deems fair and practicable. Purchaser will accept, as full and complete performance by Proserv Aviation, deliveries in accordance with such determinations as Proserv Aviation may make. Except in the case of a force majeure, if not satisfied with Proserv Aviation’s determination, Purchaser as its sole remedy shall have a right to terminate this contract without further obligation upon: (i) 10 days’ written notice; and (ii) payment for all product received to date, finished goods, work-in-process, and materials.

Inspection and Acceptance: Purchaser agrees to promptly inspect all Goods as received, and any rejection or claim based on nonconformity must be made in writing no later than thirty (30) days after delivery. If Purchaser fails to give such written notice within the applicable time period stated above, the Goods will be deemed accepted, will not be subject to revocation of acceptance, and Purchaser will be deemed to have absolutely waived any claim for defects or shortages, including any claims under the Limited Warranty set forth below. If Purchaser gives written notice within the applicable time period set forth above, Purchaser will give Proserv Aviation reasonable opportunities to inspect and test the Goods that are the basis for any claim. As a condition for replacement, refund or credit, Proserv Aviation will be entitled to the return of the nonconforming Goods in the same condition as when they were received. No claim against Proserv Aviation shall be made or allowed for Goods returned without Proserv Aviation’s prior written consent and a return merchandise authorization number that Proserv Aviation will issue. All claims for loss or damage during transit must be made against the carrier by notation on the freight bill or delivery receipt.

Returns: All returns must be approved, in advance, in writing in the form of an authorization number. Not all returns will be approved, but determined case-by-case. Electrical items are non-returnable, non-refundable. Purchaser is responsible for all return shipping costs unless agreed in writing. Purchaser agrees to accept full responsibility for all return freight charges and agrees that shipment will not be re-billed to Proserv Aviation. Proserv Aviation receiving cannot accept returned Goods without prior authorization and the return authorization number. Goods must be returned in good condition for appropriate analysis and potential rework. All returns are subject to a minimum 20% restocking fee, plus recertification and shipping costs. No Goods may be returned, and no credit will be given for Goods after the expiration of 364 days from the date such Goods were received by Purchaser, or 364 days from the date Proserv Aviation makes such Goods available for shipment to Purchaser, in the case of Goods held by Proserv Aviation at Purchaser’s request. No credit will be given for Goods claimed to be defective that were consumed by Purchaser and commercially sold or otherwise used in commercial applications.

Limited Warranty/Limitation of Damages: During the claim periods set forth above under “Inspection and Acceptance,” Goods are warranted to be substantially free from defects in material and workmanship when sold subject to all time limitations and storage conditions, but it shall be Purchaser’s responsibility to assure that any applicable specifications and tolerances will fulfill Purchaser’s requirements regardless of whether Proserv Aviation has notice of such requirements. This limited warranty is void with regard to any Goods altered, misused, not stored properly, or subject to neglect or accident. Proserv Aviation shall not be responsible to Purchaser under this limited warranty for fit or other compatibility problems when the Goods are used with products of another manufacturer. PROSERV AVIATION MAKES THIS LIMITED WARRANTY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, COURSE OF DEALING, USAGE OF TRADE OR NON INFRINGEMENT OR OTHERWISE ASIDE FROM THE LIMITED WARRANTY ABOVE AND THE DESCRIPTION OF THE GOODS. Proserv Aviation’s liability for breach of contract, breach of warranty, strict liability, product liability, recall liability, negligence or any other cause or theory is limited to, at Proserv Aviation’s option, replacement of defective Goods or refund of the purchase price. UNDER NO CIRCUMSTANCES WILL PROSERV AVIATION BE RESPONSIBLE FOR LOSS OF USE, LOST PROFITS, INTERRUPTION OF BUSINESS, COVER OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES REGARDLESS OF WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT, OR OTHERWISE, REGARDLESS OF WHETHER PROSERV AVIATION HAS OR HAS NOT BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR OTHER DAMAGES. Purchaser assumes all risk of patent infringement by reason of any use Purchaser makes of the Goods in combination with other substance or in the operation of any process, including infringement arising out of Proserv Aviation’s compliance with Purchaser's designs, specifications or instructions, and Purchaser shall defend, indemnify and hold Proserv Aviation harmless from and against the same, including, without limitation, any claim by a third party that Purchaser's use, designs or specifications of the product infringes upon a patent, copyright, trademark, trade secret or other proprietary right of a third party, whether such are provided alone or in combination with other products, software or processes. All oral and written advice provided by Proserv Aviation relating to the Goods is subject to the foregoing disclaimer of warranties and limitation of damages provision.

Force Majeure: If Proserv Aviation is prevented from or delayed in performing by a force majeure event, it shall not be liable or responsible for its failure to timely perform but shall perform as soon as possible after the force majeure event ceases. Force majeure includes, but is not limited to, events beyond Proserv Aviation’s control that affect production or transportation, such as acts of God, acts of war (whether an actual declaration thereof is made or not), acts of government, terrorism, riots, labor strikes, labor lockouts, interruption in telecommunication transmissions or product transportation, materials shortages, delays or sudden severe increases in prices (including, but not limited to a force majeure event declared by a Proserv Aviation supplier) or other costs, accident, fire, water damage, flood, earthquake, windstorm, pandemic, government closure order, other natural disasters or catastrophes, and compliance by Proserv Aviation with any order, action, direction or request of any governmental officer, department, agency, authority, or committee thereof. This provision is intended to be interpreted to expand rather than limit the application of Section 2-615 of the UCC, as adopted by the law of the applicable jurisdiction set forth in the governing law provision in the Agreement, or if there is no such agreement or provision, as adopted in the State of Wisconsin.

Governing Laws: The Agreement shall be interpreted under the laws of the State of Wisconsin without regard to or application of Wisconsin’s conflict of laws principles. Purchaser consents to the jurisdiction and venue of state and federal courts in or for Milwaukee County, Wisconsin to resolve any dispute between the parties; provided, however, that Proserv Aviation may institute an action for relief in a different venue with appropriate jurisdiction at its election.

Miscellaneous: The Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns but is non-assignable by Purchaser without Proserv Aviation’s express written consent. Nothing contained in the Agreement shall be construed to make the parties partners or joint venturers. Any waiver(s) of Purchaser’s noncompliance with these terms must be in writing to be effective and shall not be binding on Proserv Aviation with respect to any continuing or subsequent noncompliance. To the extent necessary to preserve Proserv Aviation’s rights, all terms of the Agreement shall survive acceptance of and payment for Goods sold, Services provided, as well as cancellation, termination or expiration of the Agreement. There shall be no third-party beneficiaries of the Agreement. Section headings are inserted for convenience and do not add to or detract from the Agreement. The Agreement may be amended or altered only in a written document executed by authorized representatives of both parties. Proserv Aviation shall not be contractually bound to any provision except as agreed in a writing executed by an authorized officer of Proserv Aviation. The invalidity of any provision of the Agreement shall not affect the force or validity of the remaining provisions.