These Terms and Conditions of Sale establish the rights, obligations, and remedies of Continental Services, a division of Continental Aerospace Technologies, Inc. (CONTINENTAL SERVICES) and Buyer. They apply to all Purchase Orders received from Buyer for the purchase of CONTINENTAL SERVICES’s goods or services. By submitting a Purchase Order to CONTINENTAL SERVICES, Buyer expressly agrees to these Terms and Conditions of Sale. CONTINENTAL SERVICES’s acceptance of Buyer’s Purchase Order, or the performance of any work requested by Buyer, is made expressly conditional on Buyer’s agreement to these Terms and Conditions of Sale. No additional or different terms, or variation in the terms, shall be binding on CONTINENTAL SERVICES unless CONTINENTAL SERVICES, through an authorized representative, explicitly agrees to such terms in writing. The CONTINENTAL SERVICES Standard Terms and Conditions of Sale may be modified at any time.
All prices quoted are subject to change or withdrawal without prior notice to Buyer unless otherwise specified in the quotation. Prices quoted are nonbinding until CONTINENTAL SERVICES accepts Buyer’s Purchase Order or begins work, and may be subject to CONTINENTAL SERVICES’s approval of Buyer’s credit.
All prices are in U.S. dollars and exclude V.A.T, and any other applicable tax, duty customs charge, or fee associated with the import or export of the goods through local customs, or any other charge of any nature imposed by any governmental authority. Buyer shall reimburse CONTINENTAL SERVICES in the event CONTINENTAL SERVICES is required to pay any such tax, charge, or fee.
Alabama sales tax will be added to any work delivered in the state of Alabama.
Payment is required prior to delivery, except as noted by terms included with credit approval.
Payment must be made within 30 days of final invoice.
CONTINENTAL SERVICES reserves the right to require full or partial payment in advance.
CONTINENTAL SERVICES requires a deposit to begin each job; if a deposit is not made, the customer agrees to use their engine or component as collateral for the job.
CONTINENTAL SERVICES accepts payment by check, cashier’s check, wire, or credit card.
Customer agrees to the initial budgetary cost estimate to begin disassembly and inspection processes as applicable; the initial quote will be followed up with a secondary request for approval if additional cost is to be incurred.
The buyer agrees to pay 40% of the initial budgetary cost estimate or surrender ownership of their engine should the buyer elect not to proceed with repairs following the secondary request for approval.
Quoted turn times do not include delays caused by outside services, part shortages outside the scope of work, or elapsed time during approval.
The buyer agrees to the use of replacement parts including Continental, Prime, and Titan as well as other OEM and PMA parts as Applicable.
The buyer agrees to the use of serviceable stock and rotable inventory as needed.
The buyer agrees to comply with all service instructions and letters, including all Service Bulletins and Airworthiness Directives as applicable to their engine, aircraft, or component.
CONTINENTAL SERVICES will provide all standard FAA required documentation; all customs, export, and foreign registered airworthiness documents will be the sole responsibility of the buyer.
If Buyer becomes insolvent, or if the financial condition of Buyer does not, in the judgment of CONTINENTAL SERVICES, justify continuance of the work to be performed by CONTINENTAL SERVICES, Buyer agrees that CONTINENTAL SERVICES shall be entitled at any time to cancel Buyer’s Purchase Order. In connection with CONTINENTAL SERVICES’s cancellation of Buyer’s Purchase Order, CONTINENTAL SERVICES shall be entitled to a reasonable cancellation fee, including but not limited to the cost of purchased materials and labor. Buyer’s Purchase Order may be canceled, either in whole or in part, only with CONTINENTAL SERVICES’s written consent, and only on Buyer’s agreement to pay CONTINENTAL SERVICES’s incurred costs, including but not limited to the cost of purchased materials and labor.
Delivery shall be F.O.B. CONTINENTAL SERVICES’s plant, the site of the work to be performed. Goods will be packed in standard packaging unless CONTINENTAL SERVICES has agreed in writing to Buyer-specific packaging or labeling. Transportation will be arranged at Buyer’s request and expense. CONTINENTAL SERVICES shall not be liable for any losses, damages or penalties if estimated shipping or delivery dates are not met. CONTINENTAL SERVICES reserves the right without penalty to make delivery prior to Buyer’s requested delivery date.
Risk of loss shall pass to Buyer F.O.B. CONTINENTAL SERVICES’s plant upon CONTINENTAL SERVICES’s delivery to a common carrier.
Buyer shall inspect products immediately upon receipt, notify CONTINENTAL SERVICES in writing of any claims for shortages, defects or damages and hold the damaged or defective products for CONTINENTAL SERVICES’s written instructions concerning disposition. If Buyer fails to so notify CONTINENTAL SERVICES within 10 days after the goods have been received by Buyer, the goods shall conclusively be deemed to be conforming and to have been accepted by Buyer. Goods may be returned at the expense of CONTINENTAL SERVICES only after inspection by CONTINENTAL SERVICES and upon receipt by the Buyer of definite shipping instructions from CONTINENTAL SERVICES. Goods returned prior to receiving shipping instructions from CONTINENTAL SERVICES or which do not conform to such instructions are at Buyer’s sole risk and expense. Buyer shall pay all transportation charges covering any goods returned to CONTINENTAL SERVICES that are not defective. CONTINENTAL SERVICES shall have the right to cure the tender of damaged or defective goods by substituting a conforming tender within a reasonable time.
CONTINENTAL SERVICES shall not be responsible for delays or failures in performance and shall have no liability to Buyer resulting from causes beyond its reasonable control. Causes beyond CONTINENTAL SERVICES’s reasonable control include but shall not be limited to acts of God, epidemics, earthquakes, unusually severe weather, floods or other natural disasters, war, riot, fire, accident, explosion, strikes or other labor trouble, government acts or omissions, delay or default by subcontractors or suppliers of materials or services, transportation difficulty or shortages in labor, fuel, materials, supplies or power at current prices (the “Force Majeure Event”).
If a Force Majeure Event impairing CONTINENTAL SERVICES’s performance should last more than 30 days, CONTINENTAL SERVICES may elect, at its option, to terminate buyer’s Purchase Order.
If CONTINENTAL SERVICES is unable because of a Force Majeure Event to supply the total quantity of goods specified in Buyer’s order, CONTINENTAL SERVICES may allocate its available supply among any or all of its buyers on such basis as CONTINENTAL SERVICES may deem commercially fair and practical, without liability for any failure of performance which may result therefrom.
Buyer may make a written request for changes in its Purchase Order, but acceptance of any requested change shall be at CONTINENTAL SERVICES’s sole discretion, must be in writing and shall be upon such terms and conditions as CONTINENTAL SERVICES may require. If any such change causes an increase or decrease in the cost of or in the time required for performance, an equitable adjustment shall be made.
CONTINENTAL SERVICES warrants the goods it sells with respect to defects and otherwise only under the terms of its published written warranty applicable to such goods. The provisions of CONTINENTAL SERVICES’s warranty are hereby incorporated by reference into these Terms and Conditions of Sale.
THE SOLE AND EXCLUSIVE REMEDY UNDER CONTINENTAL SERVICES’S WRITTEN WARRANTY IS LIMITED TO REPAIR OR REPLACEMENT OF GOODS. THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, APPLICABLE TO THE GOODS SOLD BY CONTINENTAL SERVICES TO BUYER. SPECIFICALLY, BUT WITHOUT LIMITATION, THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER AGREES THAT CONTINENTAL SERVICES WILL NOT BE RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY DEFECT OR FAILURE IN ANY GOODS IT SELLS, OR ARISING OUT OF ANY BREACH OF CONTINENTAL SERVICES’S WRITTEN WARRANTY. IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION SHALL CONTINENTAL SERVICES’S LIABILITY EXCEED THE PRICE AGREED TO FOR CONTINENTAL SERVICES’S GOODS AND SERVICES.
No person is authorized to give any other warranty or to assume any additional obligation or liability on behalf of CONTINENTAL SERVICES except in writing signed by a duly authorized representative of CONTINENTAL SERVICES.
These Terms and Conditions of Sale constitute the entire, complete, and exclusive agreement between CONTINENTAL SERVICES and Buyer. There are no understandings, agreements, representations, or warranties, either oral or written, relative to the goods or services sold by CONTINENTAL SERVICES, including statements made in or conduct implied from past dealings, that are not fully expressed or incorporated herein. No statement, recommendation, or assistance made or offered by CONTINENTAL SERVICES through its representatives in connection with the use of any goods sold shall be or constitute a waiver by CONTINENTAL SERVICES of any of the provisions in these Terms and Conditions of Sale. The provisions of this document supersede and cancel any previous understanding or agreement between the parties with respect to the subject matter hereof, and, except for clerical errors, this document shall express the complete and final understanding of the parties.
No rights or obligations shall be waived, and no breach excused under these Terms and Conditions of Sale unless the waiver or breach excused is in writing and signed by a duly authorized representative of the parties. In the event that any provision of these Terms and Conditions of Sale shall be held unenforceable or legally invalid, the remaining provisions shall continue to be effective.
Buyer shall not assign any of its rights or obligations under these Terms and Conditions of Sale without prior written consent of CONTINENTAL SERVICES, which consent will not be unreasonably withheld.
These Terms and Conditions of Sale are governed by the laws of the State of Alabama, excepting its conflicts of laws rules. All disputes concerning these terms shall be brought in the courts of the State of Alabama.
