Terms and Conditions

You (the "Buyer") may place an order request from AAR Distribution (the "Seller"), a division of AAR Airframe and Accessories Group, Inc., (through the AAR General Aviation website) 24 hours a day, 7 days a week and 365 days a year. Orders are processed during regular business hours, Monday through Friday, 8:30 AM to 5:30 PM. Note: Orders placed after 5:00 PM on Friday will be processed the following Monday morning. If you have an AOG requirement, please contact our AOG Administrator at 1-888-227-2271.

You may only place an order request for products described in this electronic catalog and agree to the pricing as stated therein. If the product number desired is not listed in this database, please call AAR customer service at 1-800-654-4944. You acknowledge that checking the "Send Order Now" function of the AAR online ordering system(s) does not constitute Seller’s acceptance of the order. An order confirmation notice will be sent when the order is processed and confirmed.

You will NOT be charged any fee for signing up for this program nor will you be obligated to purchase a minimum number of transactions to continue to participate in the program. All shipping charges will be paid by the Buyer using the Buyers' respective shipping account number.

Upon order confirmation, the Seller will use its good faith efforts to deliver the products using the chosen shipping method.

If you have established credit with the Seller, you will be billed per transaction, except that separate invoices will be provided for orders placed with a particular division of the Seller, or if you desire, you may also purchase via American Express, Discover, Mastercard, or VISA. If you do not have established credit with the Seller, you can purchase via American Express, Discover, Mastercard, or VISA.

The following terms and conditions apply to orders transmitted through Seller’s worldwide web site at AARCORP.COM.

TERMS AND CONDITIONS

The terms and conditions set forth herein are referred to as the "Agreement."

1. Purpose.

A. Buyer and Seller desire to facilitate the purchase and sale of goods and services from Seller to Buyer by permitting Buyer to electronically transmit orders through the Seller’s worldwide web site at AARCORP.COM (the "Website") as a substitute for conventional paper-based documents. Buyer and Seller intend that contracts formed pursuant to this Agreement shall be as enforceable as contracts formed by exchanging paper documents.

B. Nothing in this Agreement precludes Buyer and Seller from entering into contracts by exchanging conventional paper-based documents other than through Seller’s Website, and this Agreement will not apply to any such transactions.

2. System Operations and Transmission.

A. Each party, at its own expense will provide and maintain the equipment, software, services and testing necessary to reliably and efficiently transmit and receive orders.

B. Each party will be individually responsible for the costs of any communication or internet service providers with which they contract for purposes of accessing and transmitting communications through the worldwide web.

3. Registration, Activation, Signatures and Passwords.

A. To enroll as a recognized AAR General Aviation website customer, Buyer must (1) be an existing approved customer of Seller, (2) complete the registration information requested by Seller, and (3) agree to the terms of this Agreement. Enrollment is a one-time process and need not be repeated when orders are placed through Seller’s Website.

B. As part of the registration information, Buyer will provide Seller with a user name that Buyer will use to log-in to the Website (the "User Name"). Buyer will maintain sole control of its User Name. Neither Buyer nor Seller will disclose the User Name to any unauthorized person. Buyer will notify Seller in the event Buyer desires to change its User Name so that Seller may update its records.

C. Upon Seller’s confirmation of Buyer’s eligibility to become a recognized AAR General Aviation website customer and Buyer’s acceptance of the terms of this Agreement by clicking the "I Agree" icon, each of Buyer’s employees authorized to issue orders through the Website on Buyer’s behalf pursuant to this Agreement will be issued a password (the "Password"). For security reasons, Seller will issue Passwords upon request of Buyer’s designated company account manager via telephone only. No Passwords will be issued directly to Buyer’s employees who may request them.

D. Buyer will immediately notify Seller in the event its User Name or employees’ Passwords are lost or disclosed to any unauthorized person or in the event any employee who possesses a Password leaves Buyer’s employment. If Buyer fails to so notify Seller, and subsequent order transactions occur through the Website in which Seller accepts such order and relies on the authenticity of Buyer’s User Name or employees’ Passwords, such transaction shall be binding on Buyer in all regards and Buyer shall accept and pay for the goods and services stated in such order.

E. To place an order through the Website, Buyer must log-in to the Website using its User Name and Password. The User Name and Password used to log-in to the Website and an order placed following such log-in is deemed for all purposes to constitute Buyer’s signature on the order, and will be sufficient to verify that Buyer originated the order.

4. Transaction Security. Each party will employ their respective company’s standard security procedures to ensure the authorized transmission of orders and to protect their data and business records from unauthorized access. Buyer and Seller will use reasonable care and guard the confidentiality of the electronic order transactions in the same manner and degree they guard the confidentiality of their paper documents.

5. Document Receipt and Acceptance. No order placed through the Website will give rise to any obligation until it is accessible by Seller’s computer and accepted by Seller. Upon receipt of Buyer’s order, Seller will promptly transmit to Buyer a functional acknowledgment of the order. The acknowledgment will be conclusive evidence that Seller properly received Buyer’s order, but will not be deemed Seller’s acceptance of the order. Seller’s acceptance of Buyer’s order will be evidenced in a separate transmission to Buyer entitled, "Confirmation." Upon shipment of the goods and services, Seller will also transmit to Buyer a notice of shipment. Seller will transmit any acknowledgments, confirmations and notice of shipment to Buyer via e-mail or fax.

6. Terms and Conditions. All orders placed through the Website will be subject to the terms and conditions contained herein. The parties agree that this Agreement shall govern orders placed through the Website, and any conflict or dispute that arises between the parties in connection with any such order will be resolved as if such transaction had been effected through the use of this Agreement.

7. Enforceability and Admissibility.

A. This Agreement evidences Buyer’s and Seller’s mutual intent to create binding purchase and sale obligations through the Website and receipt of order forms specifying certain of the applicable terms.

B. Any order placed through the Website will be deemed for all purposes: (1) to be a "writing" or "in writing", (2) to have been "signed" by Buyer and (3) to constitute an "original" when printed from electronic records established and maintained in the ordinary course of business.

C. Any order placed through the Website will be as legally sufficient as a written, signed, paper document exchanged between the parties, notwithstanding any legal requirement that the document be in writing or signed. Documents introduced as evidence in any judicial or administrative proceeding shall be as admissible to the same extent as business records maintained in written form. The parties agree not to contest the validity or enforceability of any transactions under the provisions of any applicable law relating to whether certain agreements are to be in writing or signed by the party to be bound thereby. Electronic records, if introduced as evidence on paper in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of such documents under either the business records exception to the hearsay rule or the best evidence rule on the basis that the documents were not originated or maintained in documentary form.

D. The conduct of the parties with respect to orders placed through the Website will, for all legal purposes, evidence a course of dealing and a course of performance accepted by the Buyer and Seller in furtherance of this Agreement.

8. Applicable Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois. Buyer hereby irrevocably submits to the jurisdiction of the State and Federal Courts in the State of Illinois for any matters of dispute relating to this Agreement or transaction electronically effected hereunder.

9. Severability. Any provision(s) of this Agreement that is adjudged invalid or unenforceable shall be ineffective to the limited extent of such ruling, and in no way effects the validity of the remaining provisions, which shall continue in full force and effect.

10. Notices. Notices and other communications under the terms of this Agreement will be, in English, in writing and sent by prepaid certified mail, return receipt requested, or by e-mail or fax, to the following addresses:

To Buyer: Per Buyer’s information set forth in the Buyer’s Registration Form

Notices shall be effective on the first business day following receipt thereof. Notices sent by certified mail shall be deemed received on the date of delivery as indicated on the return receipt; notices sent by e-mail or fax shall be deemed received on the date transmitted.

11 Entire Agreement. This Agreement constitutes the complete and exclusive understanding of the Buyer and Seller and supersedes all contemporaneous or prior representations and agreements, whether oral or written, with respect to transactions effected hereunder. No oral modification or waiver of any provision of this Agreement shall bind Buyer or Seller. This Agreement shall inure for the benefit of, and bind the parties and their respective successors and assigns.

12. Placement of Orders. Buyer will initiate purchases of goods and services (the "Product") hereunder by placing an order through Seller’s Website (individually an "Order", collectively "Orders") setting forth a description of the Product being ordered, part number, the date or dates of deliveries, quantities, prices and shipping instructions. Except as otherwise expressly provided herein, the provisions of this Agreement will govern such Orders. Any other terms of an Order or Seller's acknowledgments, invoices or shipping documents, whether printed, stamped, typed or written or otherwise attached to or on the reverse thereof will not apply to an Order. Buyer will place its Orders for Products quoted by Seller in accordance with Seller's Website instructions.

13. Prices. The prices for Products will be the prices as quoted on Seller’s Website, or if not quoted on the Website, as Seller communicates to Buyer via telephone, fax, e-mail or other means. In the event of a conflict between the price quoted by Seller and the price set forth in an Order, the price quoted by Seller shall control.

14. Acceptance and Delivery. Seller may accept an Order by transmitting a "Confirmation" to Buyer. If Seller has not accepted an Order within 72 hours of its receipt, the Order shall be deemed withdrawn.

As used herein, the terms "Deliver" or "Delivery" mean delivery F.O.B. Seller's facilities. Seller will Deliver the Products in accordance with the schedule specified in an individual Order, provided Seller has accepted such Order. If requested in Buyer’s Order, Seller will ship individual Products to the destination and via the carriers specified by Buyer, freight collect. Unless otherwise specified in Seller's Website, there are no minimum Order or shipment quantities.

15. Payment Terms. For Buyers with established credit, Seller will invoice Buyer for each shipment, and Buyer will pay such invoice net thirty (30) days, after date of invoice. Any amount not paid to Seller when due hereunder shall bear interest at the lesser of eighteen percent (18%) per annum or the maximum amount allowed by law. Payment will be in U.S. Dollars. Buyers with established credit may also, and Buyers without established credit shall, pay Seller using an authorized American Express, Discover, Mastercard, or VISA credit/debit card at time of order. No sale will occur if credit/debit card authorization and approval is denied. Seller will bill the credit/debit card at the time the Products are shipped to Buyer.

16. Product Identification and Documentation. Each Product which is manufactured and/or repaired or overhauled and shipped from the United States, will have affixed an FAA maintenance release tag or other supporting documentation.

17. Inspection and Acceptance. Buyer will be deemed to have accepted each Product upon Delivery in accordance with the provisions of this Agreement, subject only to rejection of any non-conforming Product by notice in writing given within ten (10) days after Delivery. A Product will be deemed non-conforming only if it is functionally defective or does not conform to the relevant condition code in Section 20. Buyer will promptly return to Seller, or otherwise dispose of any non-conforming Products pursuant to Seller's instructions and at Seller's expense, which will be given within thirty (30) days of Seller's receipt of Buyer's written notice of rejection for non-conformance. If Seller fails to furnish Buyer with such instructions, Buyer will return any non-conforming Products to Seller at Seller's expense in accordance with commercially reasonable practices, subject to confirmation of the non-conforming status by Seller. Seller will, within a reasonable period of time after notice of rejection and non-conforming status, ship conforming Products to replace any non-conforming Products unless Buyer cancels its Order with respect to such non-conforming Products, in which case a full credit will be given Buyer of any payments made to Seller for the non-conforming Product cancelled. If a Product is non-conforming and Buyer fails to return it to Seller or notify Seller of the non-conformance within said thirty (30) day period, then it will be conclusively deemed for all purposes that the Product conforms in all respects.

18. Title and Risk of Loss. Title to and risk of loss of each Product will pass to Buyer upon Delivery. At time of Delivery, Seller will have good and marketable title of each Product free and clear of all liens and encumbrances.

19. Taxes. Buyer will indemnify, defend and hold Seller harmless from and against any and all taxes of whatsoever kind or nature, including costs or expenses incurred in connection therewith (except for taxes levied against Seller based on its net income), which may be assessed against, chargeable to or collectible from either Buyer or Seller by any taxing authority of any country, federal, state or local government, and which are based upon or levied or assessed with respect to the sale of the Products hereunder to Buyer or the subsequent operation, possession or use of the Products. If a claim is made against Seller for any taxes that are to be paid by Buyer, Seller will notify Buyer. If Buyer so requests in writing, Seller will, at Buyer's expense, take such action as Buyer may reasonably direct with respect to such taxes, including payment of such taxes under protest. If the tax has been paid, and if requested by Buyer, Seller will, at Buyer's expense, take such action as Buyer may reasonably direct, including allowing Buyer to file a claim or commence legal action in Seller's name, to recover such tax payment. In the event of refund or recovery of any tax, or part thereof, Seller will pay to Buyer promptly that portion of the tax paid by Buyer, including any interest received thereon.

20. Limited Warranty.

A. Warranty . SELLER WARRANTS THAT IT WILL HAVE GOOD AND MERCHANTABLE TITLE TO THE PRODUCTS IT SELLS TO BUYER HEREUNDER AT THE TIME OF DELIVERY. SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED , INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER WAIVES ALL SUCH WARRANTIES AND ANY OBLIGATION OR LIABILITY OF SELLER ARISING FROM TORT, STRICT LIABILITY IN TORT, OR FOR LOSS OF USE, REVENUE OR PROFIT OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS LIMITED WARRANTY SUPERSEDES AND VOIDS ANY WARRANTY OR LIMITED WARRANTY PROVISION CONTAINED IN BUYER'S DOCUMENTS RELATING TO ITS PURCHASE OF THE PRODUCTS FROM SELLER.

B. DISCLAIMER. THE WARRANTIES SET FORTH IN THIS LIMITED WARRANTY PROVISION AND THE OBLIGATIONS AND LIABILITIES OF SELLER THEREUNDER, ARE EXPRESSLY IN LIEU OF, AND BUYER HEREBY WAIVES AND RELEASES SELLER FROM, ANY AND ALL OTHER WARRANTIES, AGREEMENTS, GUARANTEES, CONDITIONS, DUTIES, OBLIGATIONS, REMEDIES OR LIABILITIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE, WITH RESPECT TO SELLER’S PERFORMANCE HEREUNDER AND BUYER AGREES THAT SELLER WILL NOT BE LIABLE FOR ANY DAMAGE OR LOSS (INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL DAMAGES) SUFFERED BY BUYER, DIRECTLY OR INDIRECTLY BECAUSE OF ANY DEFECT IN MATERIAL OR WORKMANSHIP WARRANTED HEREUNDER. BUYER FURTHER AGREES THAT SELLER WILL IN NO EVENT BE LIABLE FOR ANY OBLIGATION OF BUYER TO ANY THIRD PARTY OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE PRODUCT SOLD. NO AGREEMENT OR UNDERSTANDING VARYING, ALTERING OR EXTENDING SELLER’S LIABILITY HEREUNDER WILL BE BINDING ON SELLER UNLESS IN WRITING SIGNED BY A DULY AUTHORIZED OFFICER OR REPRESENTATIVE OF SELLER.

C. Assignment of Warranties. Seller hereby assigns to Buyer, effective upon payment for the Product any and all existing manufacturer's and overhaul agency warranties, to the extent assignable, for the Product which run to Seller. Upon request, Seller will cooperate with Buyer in processing claims arising under such assigned warranties in Seller’s name or that of Buyer as appropriate, provided always that Buyer will indemnify Seller for any costs and expenses incurred by Seller in connection with such assistance. With respect to such assignments, it is understood that except as provided in this Paragraph C, Seller shall have no further liability to Buyer.

D. LIMITATION OF LIABILITY. IN NO EVENT WILL SELLER’S LIABILITY UNDER THIS WARRANTY EXCEED THE PURCHASE PRICE ACTUALLY PAID FOR THE PRODUCT.

21. CONSEQUENTIAL DAMAGES. NEITHER PARTY WILL BE LIABLE FOR, AND EACH PARTY WAIVES AND RELEASES ANY CLAIMS AGAINST THE OTHER PARTY FOR, ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUES, LOST PROFIT, OR LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE, RESULTING FROM PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT.

22. Force Majeure/Delay. Seller will not be responsible for any delay in or failure of performance due to acts of God or the public enemy, war or warlike operations, inability to secure or failure of suppliers to deliver parts or materials, insurrection or riot, floods, explosions, fires, earthquakes, any governmental acts or omissions, failure of transportation, strikes or other labor disputes, acts or omissions of Buyer, or any other cause beyond Seller's control.

23. Termination.

A. Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party. Any termination shall not alter the rights or duties of the parties with respect to Orders transmitted or any transactions effected hereunder prior to the effective date of termination.

B. (i) If Seller fails to perform any of its duties or obligations under this Agreement, and that failure continues for thirty days (30) after written notice of such default from Buyer, then Buyer may terminate this Agreement at any time thereafter, effective immediately upon written notice of termination to Seller, without prejudice to any other rights or remedies Buyer may have.

(ii) If Buyer fails to perform any of its duties or obligations under this Agreement and that failure continues for thirty days (30) after written notice to Buyer by Seller (except in the event of non-payment of the Purchase Price, wherein should such failure continue for five (5) days after written notice from Seller to Buyer) then Seller may terminate this Agreement at any time thereafter effective immediately upon written notice of termination to Buyer without prejudice to any other rights or remedies Seller may have.

C. If either party becomes insolvent; is not paying its bills when due without just cause; has a receiver appointed for its assets; takes any step leading to its cessation as a going concern; or either ceases or suspends operations for reasons other than a strike (the "Defaulting Party"), then the other party (the "Insecure Party") may immediately terminate this Agreement on written notice to the Defaulting Party unless the Defaulting Party immediately gives adequate assurance, satisfactory to the Insecure Party, of the future performance of this Agreement. If bankruptcy proceedings are commenced with respect to the Defaulting Party and if this Agreement has not otherwise terminated, then the Insecure Party may suspend all further performance of this Agreement until the Defaulting Party assumes or rejects this Agreement pursuant to Section 365 of the Bankruptcy Code or any similar or successor provision. Any such suspension of further performance by the Insecure Party pending the Defaulting Party's assumption or rejection will not be a breach of this Agreement and will not affect the Insecure Party's right to pursue or enforce any of its rights under this Agreement or otherwise.

D. If any provision of this Agreement affecting the material rights and obligations of a party is declared invalid by operation of law, the party whose rights are adversely affected thereunder may terminate this Agreement by notice to the other party within thirty (30) days of such declaration.

24. Relationship of the Parties. The relationship of the parties is that of buyer and seller. Nothing herein is intended or will be construed to establish any agency, partnership, or joint venture relationship between the parties. While visiting the other party's premises, each party's employees will obey all applicable premises rules.

25. Publicity. Neither party will refer to this Agreement or use the name of the other party nor their registered trade names or service marks in any form of publicity or advertising, either directly or indirectly, without the prior written consent of the other party.

26. Indemnification. Buyer hereby releases and agrees to indemnify, defend and hold Seller, its directors, officers, employees and agents harmless from and against any and all liabilities, claims, demands, suits, damages and losses (including without limitation all attorneys' fees, costs and expenses in connection therewith or incident thereto) for deaths of or injuries to any persons whomsoever (including without limitation Buyer's employees) and for loss of, damage to, destruction of, or delay in any way connected with the possession, use or ownership of Products subsequent to sale hereunder, regardless of the negligence, active, passive or any other type, of Seller, its directors, officers, employees or agents.

27. Waiver. No waiver by either party of any default or breach by the other party of any provision of this Agreement will operate as or be deemed a waiver of any subsequent default or breach.

28. Modifications. Seller may change, modify or amend the terms of this Agreement from time to time upon notice to Buyer, via telephone, fax, e-mail, or upon the publishing of such change, modification or amendment on Seller’s Website. Such change, modification or amendment shall apply to any Order transmitted subsequent to said notice or publishing on the Seller’s Website.

29. Confidential Information. Except in any proceeding to enforce the provisions of this Agreement or as required by law, neither party will disclose to any third party the financial terms of this Agreement, the terms contained in any attachment or endorsement hereto, or any other confidential information of the other party, including orders, forecasts, financial or marketing plans or data, or any data processing programs or procedures.

30. Assignment. Either party may assign this Agreement in its entirety to its parent corporation, to a wholly-owned subsidiary, or to a successor of all of its business or assets. This Agreement may not be otherwise assigned or transferred in whole or in part without the written consent of the other party, and any such assignment will be void and of no effect.

31. Credit. Seller reserves the right at any time to alter or suspend credit, or to change credit terms provided herein, when in its sole opinion the financial condition of the Buyer so warrants. In such case, in addition to any other remedies provided herein or by law, Seller may require cash payment or satisfactory security from the Buyer before shipment. Failure to pay invoices when due makes all subsequent invoices immediately due and payable, irrespective of terms, and Seller, in addition to these rights and remedies, but not in limitation thereof, may, at its option, defer further shipments until Buyer re-establishes satisfactory credit, cancel the unshipped portion of the order without any liability for failure to ship, or make shipments to Buyer on a C.O.D. or authorized credit/debit card basis. Acceptance by Seller of less than full payment shall not be a waiver of any of its rights. No cash discount will be allowed on payments made by trade acceptances, notes, securities, postdated checks, etc., and such method of payment must first be approved in writing by Seller.