Terms and Conditions

Introduction/Instructions

You (the "Buyer") may place an order request from AAR Manufacturing Group, Inc. (the "Seller") 24 hours a day, 7 days a week and 365 days a year. Orders are processed during regular business hours, Monday through Friday, 8:00 AM to 5:00 PM Eastern Standard Time (EST). Note: Orders placed after 5:00 PM on Friday will be processed the following Monday morning.

You may only place an order request for products described in this electronic catalog and agree to the pricing as stated therein. If the part number desired is not listed in this database, please call AAR customer service at 1-800-355-2015. 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 charged to the Buyer unless otherwise indicated during the order entry process.

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

Payment is required via VISA, Mastercard, or American Express.

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 online services customer, Buyer must (1) complete the registration information requested by Seller, (2) agree to the terms of this Agreement, and (3) receive registration approval from the Seller. 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 online services customer and Buyer’s acceptance of the terms of this Agreement by clicking the "I Agree" icon below, 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. Unless otherwise specified, price includes packaging and crating charges, and transportation to the specified FOB point. Buyer will pay any additional transportation charges. Prices do not include federal, state or local sales, use, excise or similar taxes or assessments or import duties applicable to the sale, production, transportation or use of goods sold. Any such tax or duties shall be separately itemized on Seller’s invoice and paid by Buyer or in lieu thereof, the Buyer shall furnish Seller a valid Tax Exemption Certificate. In the event Seller is required to pay any such tax or assessments, the Buyer shall reimburse Seller upon demand. Seller shall be under no obligation to contest the validity of any such tax or assessment or to prosecute any claims for refunds or returns.

14. Warranty. Seller warrants to the original Buyer that its new goods, excluding components not made by Seller, are free from defects in material and workmanship under normal use and service. Seller’s obligation under this warranty is limited to repair or at Seller’s option, replacement of any part or parts which are within one year after delivery to the original Buyer returned to Seller’s place of manufacture and which after examination appears to Seller’s satisfaction to be defective under the above warranty. In the event a part is replaced, the aforementioned warranty term shall not be extended beyond one year after the delivery of the original manufactured part to the original Buyer. All costs of shipping any defective goods to Seller and returning them to the Buyer shall be borne entirely by the Buyer. Seller shall use its good faith efforts to obtain, in its subcontract with each supplier of components not made by Seller, a provision that the subcontractor’s standard warranty, if any, shall survive Seller’s inspection, acceptance and payment and shall run to Seller, its successors, assigns and customers. SELLER MAKES NO IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY SPECIAL USE OR FUNCTION OR LIFE AFTER SALE TO BUYER AND/OR TO SUBSEQUENT BUYERS OR USERS OF THE PRODUCTS BEYOND THE EXPRESSED TERMS OF THIS AGREEMENT. THERE ARE NO WARRANTIES EXPRESSED OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, WHICH EXTEND BEYOND THE FACE OF THIS AGREEMENT. Seller neither assumes nor authorized any person to assume for it any other liability in connection with the sale of its goods.

15.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.