Customer/Vendor Terms & Conditions
Last Updated: 2017-05-18
I. TERMS AND COMPLIANCE
- Customer agree to not sell, export, re-export, or ship any part(s), materials, or documents acquired from Universal Asset Management, Inc. ("UAM") to current embargoed or banned nations, entities and/or people as set forth by the United States Government. For a current list of embargoed or banned nations, entities and/or people, please contact the U.S Department of Commerce.
- Customer shall acquire and obtain any licenses or prior approvals required by the U.S. Government for sale, export, and re-export of part(s), products, or other materials purchased from UAM.
- Customer will abide by all United States export laws and regulations for all part(s), products, and other materials purchased from UAM.
- Customer will not sell, export, or re-export any part(s), products, or other materials purchased from UAM for use in the development or production of nuclear, chemical, or bio-chemical weapons.
- Customer agrees that if any of the above items (1-4) are not met, our purchase order or business is subject to cancellation or termination.
- Should a violation of any of these terms occur, the Customer shall notify UAM immediately, fully co-operate in any and all investigations or litigations and shall indemnify UAM against any fees, fines and damages associated with the Customer’s violation.
II. CONDITIONS OF SALE
A purchase order must be received in documented format either by fax or electronic mail (email). Orders may be emailed directly to a sales representative or sent to the sales department by:
- Email: email@example.com
- Fax: (901) 202-1042
- A purchase order will not be accepted over the phone.
- In the event more than one company sends a purchase order for a given part(s) at a mutually pre-agreed price, the first purchase order received in hand will be the accepted order.
- The minimum dollar amount for a purchase order is $150USD.
- The minimum purchase price to guarantee a part repairable is $500USD. Any sales below $500USD are considered “as-is” sales and are not eligible for return in accordance with the RMA section of this Agreement.
- A $150 USD AOG fee will apply to any order that is requested to ship same day but received between 3-5:00pm CST. A $250 USD fee will apply to all AOG orders received after 5:00pm CST on weekdays, weekends and holiday orders.
UAM does not offer a warranty on any part(s) outside of the extended warranty issued by a repair facility for repaired, overhauled, or new units. For information on any extended warranties, please ask an Account Manager. Any part sold for more than $500USD is either guaranteed repairable or guaranteed to be operational upon installation.
- Guaranteed repairable – UAM guarantees the part(s) will be capable of being restored to an airworthy condition through an FAA approved repair facility. If this condition cannot be met, the part(s) is eligible for return (see RMA section). UAM does not guarantee or warrant the condition or airworthiness of a part.
- Guaranteed to work upon installation – UAM guarantees that if a part has been repaired or overhauled prior to sale, it is guaranteed to be operable upon installation. If this condition cannot be met, the part is eligible for return (see RMA section). UAM does not guarantee or warrant the condition or airworthiness of a part. All guarantees as to the merchant, fitness or airworthiness of a component are the responsibility of the Customer and the FAA approved repair station.
- Hazmat shipments subject to a minimum $75USD fee.
- Final title transfer of a purchased item occurs upon UAM’s receipt of payment.
- DISCLAIMER. Other than the express representations and warranties of Seller set forth in this agreement the purchased assets are being sold and assigned hereunder “AS IS, WHERE IS” and PURCHASER ACKNOWLEDGES THAT SELLER HAS NOT MADE OR WILL BE DEEMED TO HAVE MADE ANY TERM, CONDITION, REPRESENTATION, WARRANTY OR COVENANT EXPRESS OR IMPLIED (WHETHER STATUTORY OR OTHERWISE) AS TO ANY AND ALL WARRANTIES, OBLIGATIONS AND LIABILITIES, EXPRESS OR IMPLIED (WHETHER STATUTORY OR OTHERWISE) WITH RESPECT TO, (a) THE CAPACITY, AGE, AIRWORTHINESS, CONDITION, VALUE, QUALITY, DURABILITY, DESCRIPTION, CONDITION (WHETHER OF THE PART(S), ANY PART THEREOF OR ITS RECORDS), DESIGN, WORKMANSHIP, MATERIALS, MANUFACTURE, CONSTRUCTION, OPERATION, STATE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR ANY PARTICULAR USE OR PURPOSE OR SUITABILITY OF THE PART(S) OR ANY PART THEREOF, (b) THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, KNOWN OR UNKNOWN, APPARENT OR CONCEALED, EXTERIOR OR INTERIOR, (c) THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS, (d) ANY IMPLIED WARRANTY ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE OR (e) ANY OTHER REPRESENTATIONS OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PURCHASED ASSET, ANY PART THEREOF OR ITS RECORDS, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED, IT BEING UNDERSTOOD THAT NOTHING HEREIN WILL BE DEEMED TO LIMIT THE PURCHASER FROM AVAILING ITSELF OF ANY WARRANTIES, COVENANTS, AND REPRESENTATIONS OF ANY MANUFACTURER.
- All part(s) are sold “As Is Where Is” by UAM. Customer agrees to defend, indemnify, and hold harmless UAM and the previous owner/operator of the Part(s), its affiliates, officers, servants, agents, and employees from and against any and all liabilities, losses, damages, demands, fines, penalties, and claims of any kind whatsoever, including all costs, expenses, and reasonable attorneys’ fees incidental thereto, which may be suffered by, accrued against, chargeable to, or recoverable from UAM as a result of injury to or death of any person, or damage to, loss or destruction of property arising out of Customers’ or its lessees possession, ownership, use, lease, or operation of the part(s) purchased from UAM.
- Unless otherwise agreed between Customer and Account Management, any Customer orders that do not ship within 5 business days of the agreed upon ship date, due to Customer induced delays, may be cancelled by UAM.
If an exchange transaction is requested, Customer is required to complete and return an exchange agreement from UAM, outlining the terms of the exchange transaction.
- A signed exchange agreement must be received back from the Customer prior to shipment of the order.
- If an exchange core is not returned to UAM within the timeframe noted on the exchange agreement, Customer is subject to additional exchange fees or will be charged the Agreed Replacement Value of the unit on the date the core is due to UAM in accordance with the exchange agreement.
- All orders are shipped Free on Board (FOB) from the point of shipment. All part(s) will be shipped EXW Origin (Inco terms 2010). UAM will not be responsible for lost or destroyed shipments that are not insured by the Customer. UAM will not reimburse original shipping cost on returned part(s).
International shipments that are shipped on UAM accounts:
- Customer will be invoiced for shipping charges on the date of the shippment.
- UAM will invoice the customer for all duties, taxes and fees after receiving carrier's invoice.
- Prepaid (by credit card, check or wire transfer) orders shipped on Customer's UPS account will be required to provide an authorization letter from Customer, sent to UPS, stating that Universal Asset Management has the authority ti change the Customer's UPS account number. Authorization letters are required to have UAM and Customer's UP account number, Customer and UP's signature with date.
- All orders will be shipped using Customer's preferred shipping method and respective account. Any shipping costs originally billed to the Customer’s account and in turn is re-billed back to UAM without prior approval, will incur a 20% handling fee.
III. RETURN MATERIAL AUTHORIZATION (RMA)
An RMA may be issued for a part(s) if one (or more) of the following occur:
- The Customer receives the incorrect unit from that which was listed on the Customers purchase order.
- The Customer receives a damaged or broken unit without prior notification and written consent by Customer.
- The part(s) ordered is unable to pass FAA, EASA, CAAC and manufacturer repair standards and/or mutually agreed upon to be Beyond Economical Repair (BER).
- The part(s) ordered is not operational upon installation.
In order to obtain an RMA from UAM regarding an issue on a part(s), the Customer must contact UAM's RMA division (RMA@uaminc.com). The Customer is obligated to provide supporting documentation to UAM of the issue which must include but is not limited to:
- Shop Report from an approved FAA certified repair facility
- A report from an airline or appropriate aircraft operator quality control department that the part(s) was not operational upon installation
- A picture of the part(s) showing either visible damage or that the incorrect part(s) was received by Customer.
- All RMA’s are subject to a 15% restock fee.
- All RMA requests must be received within 30 days of Invoice date. Faliure to complete the RMA packet and provide all supporting documentation within 30 days of the Invoice Date will result in the denial of a request.
- All part(s) being returned must be received in UAM’s warehouse within 14 calendar days of RMA issue date.
- If part(s) is shipped to a location other than the address supplied on the RMA, Customer is responsible for shipping fees to the correct location. Any shipping charges incorrectly billed to UAM will be immediately reimbursed by Customer, along with a 20% administrative fee and payment will be due immediately.
- All returns must be pre-approved and cannot be returned without prior receipt of an RMA from UAM.
- The Customer is required to follow the instructions for return of the part(s) as marked on the RMA. The RMA number must be referenced on all documentation pertaining to the return and must also be clearly marked on the outside of the returned package. If this condition is not met, the Customer is subject to a $200USD fee.
- Any part returned to UAM adulterated, damaged or missing subcomponents will nullify Customer’s request for RMA and may trigger additional actions up to and including reporting to the Federal Aviation Administration.
- Universal Asset Management, Inc. will exchange an Exchange-Unit ("Exchange Unit') with Customer's replacement unit ("Core Unit") which shall be in the same condition or better as the Exchange Unit for an agreed amount ("Exchange Fee".
- Customer agrees to pay the Exchange Fee plus all transportation costs (including customs fees and charges), recertification and/or overhaul costs incurred by UAM whenever an Exchange Unit has left the facility and control of UAM, regardless of whether or not customer used the Exchange Unit. A handling fee of 15% of the recertification cost will be applied to the invoice. Payment or credit terms will be pre-agreed between Customer and UAM. A deposit of the full outright value may be required if the customer does not have sufficient available credit. Exchange Units returned because of confirmed failure will be processed in accordance with UAM's RMA and "Warranty" policies. Exchange Core Units not returned to the UAM Verona, MS Facility or agreed upon return address will be forwarded to the correct facility at the customer's expense.
- Customer has negotiated calendar days from the date of UAM's original ship date, to deliver a Core Unit and Required Documentation to the UAM (see below). Please retain proof of shipment information. Returned Core Unit must be "Repairable" and must be the same part number, dash number, mod status and MRO quality as the exchange unit or better. All core units must have data plates, have no PMA parts installed, and be without damage. Any deviation to the above must be approved by the UAM prior to the return of the Core Unit. Improperly returned Core Units due to documentation or part discrepancies will be returned to Customer at Customer's expense and Customer will continue to be charged a monthly exchange fee until any discrepancy is resolved.
Return off-units must be accompanied by the following ("Required Documentation"):
- Unserviceable tags containing "Reason for Removal" information.
A Part or Material Certification Form (ATA 106 format preferred) that includes:
- Source of the part fully traceable and documented to a FAA Part 121 or 129 certificate holder or the Original Equipment Manufacturer;
- A statement from a FAA Part 121 or 129 certificate holder, or the Original Equipment Manufacturer that the part is not incident related and has not been subjected to or any unusual stress or heat;
- A statement from a FAA Part 121 or 129 certificate holder, or the Original Equipment Manufacturer that the part was not procure from any government or military source;
- A statement from a FAA Part 121 or 129 certificate holder, or the Original Equipment Manufacturer that the part was produced by the original equipment manufacturer.
- The Replaced Component shall be identical ("like for like") with the Replacement Component and be in same or better condition than the originally supplied Component, have a full traceable history, be of same age and life time limitations, be free of PMA parts or products (non-OEM licensed manufactures) and be of a modification standard that is acceptable to Universal Asset Management. Universal Asset Management may (a) reject the returned Replaced Component and convert the exchange transaction into a sale or (b) have the Replaced Component overhauled at Customer's expense. In case of conversion to sale, the original exchange fee as well as late fees as provided shall apply. Notwithstanding foregoing, for any Component subject to a manufacturer's life limitation clause shall apply.
- The life depreciation fee is equivalent to the difference of life in months since DOM of the Replacement and the Replaced Component multiplied with the monthly straight-line depreciation of the value based on 100 % of the current CCP. The life depreciation fee will be charged in addition to any other charges that apply to the exchange. Upon agreement, the Customer may return an alternative Component, instead of paying the life depreciation fee, provided that such alternative Component is interchangeable and fulfils the requirement to the extent applicable. Notwithstanding the foregoing, Universal Asset Management will not accept any life limited Component with a life remaining of less than 20% unless approved in advance.
- Customer agrees and warrants that title to, and ownership of, the Exchange Unit shall remain with and be vested in UAM without encumbrances, until such unit is installed on Customer’s aircraft, at which time UAM surrenders title to Exchange Unit and simultaneously gain title to, and ownership of, the identical Core Unit removed from such Customer aircraft on which Exchange Unit was installed. Customer agrees to perfect and deliver such title, ownership, and off-unit to UAM as required by this Agreement.
- If UAM has not received a proper Core Unit and the Required Documentation” within the pre-arrange DAYS of the date the Exchange Unit is shipped from the UAM, the Customer will be billed a second Exchange Fee if agreed by UAM or charged the Replacement Value. After the second exchange period expires and UAM has not received Core Unit with Required Documentation, the Customer will be charged the “Agreed Replacement Value” in addition to any Exchange Fees already incurred by the Customer.
- The Customer will be notified if the Core Unit repair/overhaul cost, as applicable, is seventy (70%) percent or greater of the Agreed Replacement Value and will be allotted 7 calendar days from the day of notification to supply an alternative Core Unit, or accept the applicable Replacement Value charges. If the repair facility provides documentation stating that the unit is Beyond Economical Repair (BER), UAM will automatically charge the Customer the Agreed Replacement Value of the unit and supply Customer with supporting shop documentation unless agreed upon between Customer and UAM.
- Unless a price has been agreed in writing, Universal Asset Management shall invoice the Customer for the Services on a time and materials basis at the rates applicable at the time of execution of the Services. Universal Asset Management may also invoice other incidental costs, expenses and handling charges incurred in performing the Services.
- If a fixed price has been agreed upon, such price does not include implementation of service bulletins or airworthiness directives, replacement of missing parts, housings or racks, removal of non-approved repairs or materials, damage due to mishandling and/or non-observance of manufacturers' maintenance instructions or repair of foreign or internal object damage unless any of aforementioned services has expressly been agreed upon as included in the fixed price.
- A price quoted as an estimate shall not be binding and Universal Asset Management may charge the Services on basis of actual time and material.
VI. SUBCONTRACTING FOR RECERTIFICATION
Universal Asset Management may subcontract Services to appropriately FAA approved subcontractors if
- such Services are normally done by a third party or
- cannot be performed by Universal Asset Management for reason of its own operational convenience or
- non-existence of in-house capabilities or
- for any other reason.
- In the event that Universal Asset Management subcontracts repairs Universal Asset Management shall charge the Customer on basis of the subcontractors invoice plus a handling fee of ten percent, if not quoted otherwise.
- Supplier shall maintain a quality management system that is approved by FAA, European Aviation Safety Agency (EASA) or CAAC, or which is acceptable and appropriate for the items supplied hereunder and shall comply with general industry standards. Items supplied shall meet the requirements of the applicable technical specifications and documentation (drawings, specifications, standards, etc.).
- Supplier must be an approved vendor within Universal Asset Management quality system.
- Supplier should such certification not accompany the shipment, items will be held in quarantine and no payment will be processed until the proper certification is received.
- Universal Asset Management has a strict policy of zero tolerance that Non-Oem Parts Manufacture Approval (PMA) parts or Designated Engineering Representative (DER) approved repairs are to be utilized in recertification without a direct approval in advance. Failure to comply will result in removal from Universal Asset Managements approved vendor list.
VII. INVOICING AND PAYMENT
Orders are shipped on prepay (by credit card, check, or wire transfer), C.O.D., or a Net Terms basis as approved by UAM.
Approval for Net terms is subject to meeting the following requirements:
- Completion of at least 3 separate orders with UAM.
- Submission of a credit application to UAM.
- Once the credit application has been reviewed, Net terms may be approved at the discretion of UAM.
If approved for Net terms, payment is required within the time (calendar days) allotted by the net terms after the order is invoiced to the Customer and in addition:
- Payment is due within the time frame allotted regardless of situations such as the part(s) waiting for repair at a shop or acceptance by the Customer’s quality department.
- Past due invoices are subject to a monthly finance charge of 1.5% or $25USD, whichever is greater, until the balance is paid in full.
- In addition, UAM may seek assistance from an outside collection agency. The Customer will be responsible for all collection costs and attorneys’ fees (where allowed by law) in connection with any delinquent payment.
- UAM reserves the right to establish other terms of payment and suspend or restrict shipments to the Customer if payments are delinquent, if the Customer has exceeded the established credit limit, or if the financial condition of the Customer at any time, in UAM’s sole judgment and discretion, does not justify the terms of payment specified.
- For prepay orders, payment must be initiated within 5 business days from the receipt of the purchase order. If payment is not initiated within 5 business days, the order is subject to cancellation.
- Checks returned for any reason will be assessed a processing charge of $65USD.
If payment is to be made by wire transfer, the Customer is required to comply with the following:
- All wire transfers will be made in United States Dollars (USD).
- The Customer is responsible for their own bank’s wire transfer fees
- The Customer must include an additional $10.00USD for domestic wire transfers and an additional $35.00USD for international wire transfers.
- Any excess funds received will be credited to Customer’s account.
- Wire Transfer instructions can be found at www.uaminc.com/wire.
- Any orders placed on credit card are subject to a minimum 4% fee
- Approval for Net terms is subject to meeting the following requirements:
Customer is required to ensure the following current accounting information is on file at UAM at all times:
- A current name and contact information (phone and email) for an appropriate accounting representative within the company.
- A current resale certificate.
- Current W-9
VIII. EXPORT & US DEPT OF COMMERCE COMPLIANCE
- The commodities purchased from Universal Asset Management and supporting documentation are subject to the United States Government’s Export Administration Regulations (EAR) or the International Traffic in Arms Regulations (ITAR), and to the regulations enforced by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC). The United States government has issued a regulation prohibiting the direct or indirect export to Cuba, Iran, North Korea, Sudan, Syria or the governments of those countries, or to Crimea/Sevastopol of aircraft parts that are subject to export controls under the U.S. EAR.
- A. Customer confirms that in the event it will sell, resell, license, transfer, export or re-export any commodity purchased from UAM in any manner, to any person, to any country, or for any use, the Customer will do so in full compliance with the laws and regulations of the United States Department of State, Department of Commerce and Department of Treasury, including but not limited to the Arms Export Control Act, Export Administration Act, Foreign Corrupt Practices Act, Anti-Boycott Law, and their implementing regulations, including regulations enforced by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC).
- Customer will not, except when specifically authorized by written approval from the U.S. Department of Commerce or other relevant export control authorities, re-export, resell or otherwise dispose of any EAR-controlled item in or to Cuba, Iran, North Korea, Sudan, Syria, or the governments of those countries, or to Crimea/Sevastopol.
- Customer also confirms that the commodities and supporting documentation acquired from UAM will not be used for any purpose connected with chemical, biological, or nuclear weapons, or missiles capable of delivering such weapons, nor will they be resold if it is known or suspected that the commodities or its supporting documentations are intended or likely to be used for such purpose.
- Customer must also confirm that it, its Transferee(s) and End-User(s) are not debarred, suspended, prohibited, restricted or otherwise impaired from exporting, re-exporting, receiving, purchasing, procuring, or otherwise obtaining any items, documentation and/or services regulated by any U.S. Government agency.
- Unenforceability: If any term in the contract is ineffective, this shall not affect the validity of the remaining terms. The parties agree to replace ineffective terms with new ones, which are consistent as far as possible with the economic objectives of the contract.
- Confidentiality: Information contained in Universal Asset Management' offers and/or contracts is intended for the exclusive use to the Customer. Any distribution, copying, publicizing or other disclosure to third parties without prior written consent of Universal Asset Management is prohibited.
- Assignment: Neither Party may assign any of its rights and obligations pursuant to this agreement without the other Party's prior written approval. Notwithstanding foregoing, Universal Asset Management may assign its rights and obligations to any Universal Asset Management' group company.
- Notices: All notices, correspondence and documents to be given under these GBCC shall be in English or a signed English translation. If there is any difference between the English version and any version in any other language, the Engine version shall prevail.
X. GOVERNING LAW AND JURISDICTION
The governing law of the Agreement and/or the contract is the law of Tennessee. All disputes arising out this Agreement and/or the contract shall be brought before the competent courts in the State of Tennessee.
Customer hereby states that Customer has read and understood all the above terms and statements, and will be responsible for full compliance. UAM reserves the right to modify and change any of the terms and conditions set forth above without prior notice to the Customer. Customer is still responsible for compliance and abiding by the latest version of the agreement at all times. By signing this document, the Customer acknowledges that it will be responsible for any violation of the aforementioned. In the event there are additional changes to the information provided above, the Customer will provide the new information to UAM, in writing, immediately.