Supplier Terms & Conditions

2. Quality, trace, and counterfeit prevention

• Goods must be new, unused, and free from defect unless the PO expressly states otherwise (e.g. 'used serviceable', 'overhauled', 'factory new').
• Goods conform to the PO, the part specification, and applicable airworthiness requirements.
• Required documentation accompanies the shipment — FAA 8130-3, EASA Form 1, ATA-106, COC, mill cert, or DLA 1348-1A as specified by line.
• Seller follows AS5553 / AS6081 controls applicable to its scope and certifies the goods are not Counterfeit or Suspect Unapproved Parts.
• Seller cooperates with audits, inspections, and source-of-supply traceability requests.

3. Packaging, marking, and shipment

• ESD-sensitive parts in approved ESD packaging per ANSI/ESD S20.20.
• Hazmat shipped per IATA / 49 CFR with current shipper's declarations.
• Title and risk of loss pass to Buyer at the destination per Incoterms specified on the PO (default DDP destination).
• Shipments split, advanced, or delayed without written approval may be returned at Seller's expense.

4. Warranty and remedies

Seller warrants that the goods conform to the PO, are free from defects in material and workmanship, do not infringe a third-party right, and were obtained from a Trusted Source.

• Warranty period: 24 months from delivery, or longer if the PO specifies.
• On non-conformance, Buyer may reject, return at Seller's expense, require repair or replacement, or recover the price plus inspection and reshipment costs.
• Repeated non-conformances or substantiated counterfeit findings allow termination for default with no further obligation.

5. Compliance and flow-downs

Seller complies with the Supplier Code of Conduct, the Combating Human Trafficking and Conflict Minerals policies, and all applicable export-control, sanctions, anti-corruption, and labor laws. Government-flow-down clauses are incorporated by reference where the underlying contract requires them — see /legal/far-dfars.

6. Indemnity, insurance, and limitation

• Seller indemnifies Buyer and Buyer's customers from claims arising out of Seller's breach, negligence, or willful misconduct, including IP infringement and counterfeit-part claims.
• Seller maintains commercial general liability, product liability, workers' compensation, and where applicable aviation products liability at industry-customary limits.
• Neither party is liable to the other for consequential damages except for breach of confidentiality, IP indemnity, or counterfeit-part liability.

7. General

• Governing law: the laws of Delaware, United States, without regard to conflict of laws.
• Disputes are resolved by good-faith negotiation, then by binding arbitration unless either party seeks injunctive relief.
• Seller may not assign or subcontract without Buyer's written consent.
• Notices to Buyer go to legal@partsperk.com.