Terms of Condition - FullStop technics

Terms & Conditions - Sale

In the interest of transparency and full understanding of Full Stop Technics’ business practices, policies and requirements, we provide the following Terms and Conditions which apply to the sale goods and services by Full Stop Technics.

The documents to be included in the Terms & Conditions - Sale section are:

FST Terms and Conditions - Material Sales Rev10292019
FST Terms and Conditions - Exchange Program Rev10292019
FST Terms and Conditions - MRO Sales Rev100292019

1. Acceptance. Acceptance of this order will be according to the Terms and Conditions shown on the face hereof. This order supersedes any previous terms and conditions contained in any quote, purchase order or acknowledgement. All items are subject to prior sale.

2. Taxes. Buyer is responsible for all taxes, duties and other charges arising from the sale, delivery or use of any goods identified in the foregoing order and will reimburse Full Stop Technics for any such charges Full Stop Technics may be required to pay.

3. Law & Jurisdiction. The definitions of terms used, interpretation of this order, and rights and liabilities of parties hereto shall be construed under and governed by the laws of the State of Wisconsin, U.S.A. and the courts situated in Waukesha County shall have exclusive jurisdiction to hear any dispute arising hereunder. Buyer agrees to pay all costs and expenses, including reasonable attorneys' fees, incurred by Full Stop Technics in any action to enforce its rights hereunder. The United Nations Convention on Contracts for the International Sale of Goods, 1980, and any amendment or successor thereto is expressly excluded from this order. Buyer hereby waives: (a) the right to a jury trial in any and all proceedings; (b) any and all objections to venue and inconvenient forum in the state and federal courts referred to in this section; and (c) any and all objections to service of process by certified mail, return receipt requested.

4. Delay. Full Stop Technics is not responsible for any failure or delay in performance resulting from causes beyond Full Stop Technics' reasonable control. These may include but are not limited to events such as acts of government, court order, civil unrest, sabotage, adverse weather conditions, labor troubles and shortages of any goods. Full Stop Technics will give timely notice to Buyer of any such event and will endeavor to avoid or remove the cause and resume performance with minimum delay. The time for delivery will be extended accordingly.

5. Payment & Delivery. It is specifically understood and agreed that the title to all goods listed or included in the foregoing invoice shall remain Full Stop Technics' until full payment of same has been received, and the funds have cleared. All payments shall be made in United States dollars. All payments shall be made in full prior to shipment of the goods; except where Full Stop Technics has authorized credit terms for payment and/or scheduled advance payment, of which, such conditions will be listed on the face the invoice referenced above. The Buyer agrees to pay all cost of collection, including all reasonable attorneys' fees in the event it becomes necessary to enforce payment thereof. A finance charge of 1.5% per month or 18% per year or the maximum allowable service charge under the State of Wisconsin shall be applied to all past due accounts commencing from the due date until the date the invoice amount, plus any service charges, is paid. All goods are sold ExWorks Full Stop Technics' facility in Brookfield, Wisconsin, or the location of the “drop shipment”.

6. Termination. Full Stop Technics may terminate the order at any time by written notice to Buyer if Buyer becomes insolvent or performs or permits any act of bankruptcy, liquidation, reorganization or if a receiver, trustee, or custodian is appointed for Buyer or a substantial part of Buyer's property.

7. Disclaimer of Warranties. THE GOODS ARE BEING SOLD AS IS, WHEREAS CONDITION, WITHOUT WARRANTY OF ANY KIND, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE).

The Goods will be delivered in “as is, where is” condition but subject to following:

A. If the Goods are in Overhauled condition, a workmanship warranty of 12 months

B. If the Goods are in Repaired condition, a workmanship warranty of 6 months

C. If the Goods are Bench Tested/Inspected, a workmanship warranty of 30 days from ship date

For avoidance of doubt, Full Stop Technics’ liability shall be limited to, at Full Stop Technics’ option, either (a) the replacement and repair of the Goods or (b) a credit to Buyer in the amount of sale price to Buyer. Buyer expressly disclaims any other costs and expenses and agrees that the warranty claim will be limited to the options set forth in the preceding sentence.

IN NO EVENT SHALL FULL STOP TECHNICS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUE OR PROFIT AND COST OF REPLACEMENT GOODS. NO AGREEMENT CLAIMING ANY WARRANTY OF THE GOODS SHALL BE BINDING UPON FULL STOP TECHNICS UNLESS IN WRITING AND SIGNED BY ITS DULY AUTHORIZED OFFICER OR REPRESENTATIVE.

8. Indemnification. Buyer shall assume all loss and liability of any nature whatsoever arising out of the use, possession, or resale of said goods, and agrees to indemnify, protect, defend and save harmless Full Stop Technics, its affiliates and their respective officers, directors, employees and agents (“hereinafter the Indemnitees”) with respect to any claim, suit, action or judgment of any kind arising out of such use, possession or resale, regardless of whether caused by the negligent acts (or omissions) of any of the Indemnitees.

9. Third-Party Fees. Full Stop Technics and Buyer each indemnifies the other party from liability for fees, commissions or other claims made upon the other by third party brokers or, finders when such claims were caused by the indemnifying party.

10. Limitation Of Liability. FULL STOP TECHNICS' LIABILITY ON ANY CLAIM OF ANY KIND, INCLUDING NEGLIGENCE, FOR ANY LOSS (INCLUDING DEATH) OR DAMAGE ARISING OUT OF OR CONNECTED WITH, OR RESULTING FROM THIS ORDER, OR FROM THE PERFORMANCE OR BREACH THEREOF, OR FROM THE MANUFACTURE, SALE, DELIVERY, OR USE OF ANY GOODS COVERED BY OR FURNISHED UNDER THIS ORDER SHALL IN NO CASE EXCEED THE PRICE ALLOCABLE TO THE COMPONENT WHICH GIVES RISE TO THE CLAIM. ANY SUCH LIABILITY SHALL BE CONDITIONED ON BUYER PROVIDING PROMPT WRITTEN NOTICE TO FULL STOP TECHNICS OF ANY CLAIM AND, IN ANY EVENT, WITHIN ONE YEAR FROM THE DATE OF OCCURRENCE OF THE CLAIM UNLESS THE PARTIES HAVE AGREED IN WRITING TO A DIFFERENT CLAIM PERIOD. IN NO EVENT SHALL FULL STOP TECHNICS BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFIT AND COST OF REPLACEMENT GOODS.

11. Severability. Any provision of this order which is prohibited or unenforceable in any jurisdiction shall, only as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such provision shall remain effective in any other jurisdiction. To the extent permitted by applicable law, each party hereby waives any provision of law which renders any provision hereof prohibited or unenforceable in any respect.

12. Assignment & Waiver. Buyer may not assign, in whole or part, the order and/or the foregoing invoice without prior written consent of Full Stop Technics. Failure by Full Stop Technics to assert all or any rights upon breach of this order shall not be deemed a waiver of such rights either with respect to such breach or any subsequent breach, nor shall any waiver be implied from the acceptance of any payment. No written waiver of any right shall extend to or affect any other right Full Stop Technics may possess, nor shall such written waiver extend to any subsequent similar or dissimilar breach.

13. Returns. All returns for credit must be made within thirty (30) days of purchase and require a written material return authorization. All returns are subject to Full Stop Technics approval and a 20% restocking fee.

14. Export. Buyer understands that the products and/or technology to be purchased by it pursuant to this Agreement are subject to export controls under the laws of the United States, including but not limited to: (i) U.S. exports regulations governing the export, transfer, or re-export of U.S. manufactured products, and products containing U.S. components, software, or technology as set forth in the U.S. Export Administration Regulations (EAR), 15 C.F.R. §§ 772 et seq.; (ii) U.S. export regulations and laws restricting U.S. companies and their foreign affiliates and subsidiaries from doing business with certain embargoed countries and entities as set forth in the U.S. Foreign Asset Control Regulations (FACR), 31 C.F.R. §§ 500 et seq.; and (iii) the International Traffic in Arms Regulations, 22 C.F.R. §§ 120 et seq. Buyer agrees, warrants and represents that it will not export or re-export the products, technology, or products manufactured from the technology that are the subject of this Agreement in violation of the export laws of the United States.

15. Reclamation & Right of Set-Off. This provision shall apply if Full Stop Technics has: (a) delivered the goods to Buyer on credit; or (b) financed the sale of the goods to Buyer. As a condition of Full Stop Technics allowing the Buyer to accept delivery of the goods on credit, Buyer represents and warrants to Full Stop Technics that Buyer is solvent and is not presently a debtor in any bankruptcy case in any court of competent jurisdiction. In the event of Buyer’s insolvency, the foregoing invoice together with these Terms and Conditions shall constitute a demand by Full Stop Technics for reclamation of the goods in accordance with Section 2-702 of the Uniform Commercial Code and Section 546(c)(1) of the United States Bankruptcy Code. In the event of Buyer’s insolvency, Buyer does hereby waive any defenses to Full Stop Technics’ right to reclamation to the goods sold and Buyer shall promptly return possession of the goods to Full Stop Technics. Buyer hereby grants a general lien on and a security interest in, any assets belonging to Buyer and in the possession of Full Stop Technics as security for the performance of its obligations hereunder or to satisfy any obligation owed by Buyer to Full Stop Technics under any agreement.

16. Entire Agreement. These Terms and Conditions of Materials Sale govern the sale of goods by Full Stop Technics, notwithstanding any different, conflicting, or additional terms or conditions which appear on any purchase order or other business form submitted by Buyer, such different conflicting or additional terms submitted by Buyer will not become a part of the contract of sale between Full Stop Technics and Buyer and are expressly rejected by Full Stop Technics.

GENERAL: In the interest of transparency and full understanding of the Full Stop Technics Exchange Sales Program business practices, policies and requirements, we provide the following Terms and Conditions. The terms and conditions contained herein are the only terms and conditions of Exchange Sales. Anything to the contrary must be in writing and signed by an authorized officer of Full Stop Technics. EXCHANGE PARTS WILL NOT BE SHIPPED UNTIL THE SIGNED AGREEMENT IS RECEIVED. INCIDENT-RELATED MATERIAL WILL NOT BE ACCEPTED AS AN EXCHANGE CORE.

TERMS

1. Exchange Sales Fee: The Fee will be reflected in the exchange agreement.
2. Service Cost: All costs of returning the Customer Core to modify, overhaul or bring a part to serviceable condition will be borne by the customer.
3. The Outright Sales Price: The Outright Price is in addition to the Fee, if the Outright Sales condition is incurred by Full Stop Technics.
CONDITIONS
1. Payment. All invoices must be paid in cash, payable in immediately available funds in US Dollars, unless otherwise specified. Payment must be made in full upon receipt of invoice unless Customer has established 30-day net credit terms with Full Stop Technics.
2. Title and Risk of Loss. Title to Exchange Units shall remain with Full Stop Technics who shall retain a lien thereon until all funds due and payable hereunder have been received. Upon acceptance of the Customer Core Exchange Unit and the issuance of credit by Full Stop Technics, title to the Customer Core Exchange Unit shall transfer to Full Stop Technics. All risks of loss or damage to the Exchange Unit shall be borne by Customer once shipment has been accepted by carrier and claims for loss or damage shall only be against the carrier. Full Stop Technics shall be responsible for risks of loss or damage to the Customer Core Exchange Unit when delivered to Full Stop Technics by Carrier until either the title has transferred to Full Stop Technics as set forth herein or the Customer Core Exchange Unit is accepted by carrier for return to Customer.
3. Customer Core Exchange Units. Customer Core Exchange Units are to be delivered to Full Stop Technics (DDP Incoterms 2010) within 30 days of receipt of the Exchange Unit by Customer, or Customer will be charged an additional Exchange Sales Fee on day 31. If Full Stop Technics has not received the Customer Core Exchange Unit within 60 days Customer will be invoiced the Outright Sales Price in addition to both Exchange Sales Fees already invoiced (no exceptions). Invoicing will be at the full Outright Sales Price plus all charges accumulated by Full Stop Technics, e.g. Exchange Sales Fee plus any assessed late fee(s). Customer Core Exchange Units that Full Stop Technics deems beyond economical repair (BER) will be invoiced at the full Outright Sales Price plus the Exchange Sales Fee plus any repair shop evaluation fee.
4. Unit Configuration: All Customer Core Exchange Units must be the same part number, dash number and mod status as the Exchange Unit and be accompanied by a completed material cert, showing traceability to a regulated source (Airline, MRO, etc.) and non-incident statement from the last operator, backup documents such as packing slip and invoice etc. All Customer Core Exchange Units returned with incomplete packing slips, certification and traceability paperwork will be rejected by Full Stop Technics and unless remedied on or before the 30 days outlined in clause C above, the Customer shall be invoiced the Outright Sales Price plus all costs to return to Customer Core Exchange Unit to the Customer. All time- or cycle-limited parts must be accompanied by full records and traceability documents to original manufacturer.
5. Customer Repair. Full Stop Technics, at its option, and at its sole discretion, may approve customer repair of Customer Core Exchange Units, but this will only be acceptable with prior approval of the repair station, work scope, and certification offered. Customer Core Exchange Units returned in repaired condition without this approval will be subject to Full Stop Technics’ acceptance and may be subject to additional charges.
6. Safety Equipment: Safety equipment such as Slides and Slide Rafts Customer Core Exchange Units must have the same or later D.O.M for Slide and Cylinder as the exchange unit offered by Full Stop Technics, otherwise a differential charge of 1/15th of the outright price per year will be applied. Full Stop Technics reserves the right to reject core units which it deems too old.
7. Returns. Exchange Units returned to Full Stop Technics for credit must be returned within 5 days of the date of shipment, unused and in resalable condition, with all documentation intact, including, but not limited to, manufacturer’s certification and FAA airworthiness tags. Returned Exchange Units accepted by Full Stop Technics will be subject to a re-stocking charge of 5% of the outright sales price or $600 whichever is higher. Exchange Units which are returned having been used or without the original certification, will be considered to be exchange transactions, and the customer will be invoiced the Exchange Sales Fee and any repair and/or recertification fee(s). The full cost of returning the core unit to Full Stop Technics, including but not limited to, all repair and shipping costs will be the sole responsibility of the customer. Claims by Customer for shortages, defects and errors must be made within 5 business days of receipt of Exchange Unit.
8. Shipping Costs. Any prepaid shipping charges related to this transaction paid by Full Stop Technics will be re-charged to Customer at cost.
9. Certification. All Exchange Units are provided by Full Stop Technics in ‘as is’ condition, serviceable, overhauled or repaired by an authorized repair station, and are subject to Customer’s approval for airworthiness within the return policy set forth above.
10. Governing Law. These terms and conditions shall be governed by and construed in accordance with the substantive laws of the State of Wisconsin, without regard to the conflict of law principles.
11. Export Regulations Compliance. These commodities are subject to the Export Administration Regulations of the United States. Diversion contrary to U.S. Law is prohibited. Full Stop Technics reserves the right to require Customer fill out an End User Certificate prior to shipment of the Exchange Unit.
12. Unit Shipment: EXCHANGE PARTS WILL NOT BE SHIPPED UNTIL THE SIGNED AGREEMENT IS RECEIVED.

General: In the interest of transparency and full understanding of Full Stop Technics’ business practices, policies and requirements, we provide the following Terms and Conditions of Sale. The following Terms and Conditions apply to all maintenance and repair services performed by Full Stop Technics on the basis of the Full Stop Technics Catalog and as covered under a Customer Agreement concluded with a Customer.

Definitions and Abbreviations: The following terms, expressions and abbreviations used in these Standard Terms and Conditions shall have the following meanings:
1. Airworthiness: An aircraft or Component is airworthy if it conforms with the applicable approved type, i.e. if it complies with the valid type certificate data sheet, which includes any supplemental type certificate (STC) and approved modifications incorporated into the aircraft, if any maintenance service was carried out in accordance with the applicable maintenance requirements and if the aircraft or Component was released to service.
2. ATA 300 Air Transport Association specification 300.
3. BER - Beyond Economic Repair. Components Devices, modules or individual parts of an aircraft, including engine or flight equipment or emergency equipment.
4. Components are always identified by a part number in the maintenance or operational documents issued by the respective aircraft or component design organization.
5. Customer: A Person or legal entity who or which, when entering into a Customer Agreement with Full Stop Technics, acts in the exercise of his or its trade, business or profession.
6. Customer Agreement: A contract between Full Stop Technics and the Customer under which Full Stop Technics agrees to perform a Maintenance Service provided in the Full Stop Technics Catalog in return for payment by the Customer.
7. Customer's Working Equipment: Any technical equipment for use by Full Stop Technics to perform the Maintenance Service which the Customer is obligated to provide to Full Stop Technics under the Customer Agreement as specified in the Customer Agreement.
8. Engine Part Devices: Modules or individual parts of an engine. Engine Parts are always identified by a part number in the maintenance or operational documents issued by the respective OEM.
9. Full Stop Technics Catalog: The currently valid and from time to time amended catalog of Full Stop Technics for providing Full Stop Technics services available on Full Stop Technics’ website, www. FullStopTechnics.com/Service under the capabilities listing
10. Flight Hour: Each hour that the aircraft is airborne.
11. www.fullstoptechnque.com: Full Stop Technics’ website.
12. Maintenance Object: Any Engine Part or Component delivered to Full Stop Technics by the Customer for a Maintenance Service to be performed by Full Stop Technics.
13. Maintenance Service - One or a combination of the following: overhaul, repair, inspection, testing, replacement, modification or rectification of a Component and/or Engine Part to be performed by Full Stop Technics as agreed to in the Customer Agreement.
14. OEM: Original Equipment Manufacturer. Place of Repair Has the meaning set forth in Article 4.
15. Subcontractor: Any person or legal entity (other than employees of Full Stop Technics), engaged by Full Stop Technics to perform Full Stop Technics’ obligations under the Customer Agreement.
16. Turnaround Time (TAT): Has the meaning set forth in Article 7.
17. Vicarious Agents: Full Stop Technics personnel and other persons, e. g. subcontractors used by Full Stop Technics to support Full Stop Technics in the performance of its obligations under the Customer Agreement.
Scope and Exclusive Validity of these Terms and Conditions
1. These Terms and Conditions of Sale shall exclusively apply to all Customer Agreements, unless Full Stop Technics expressly waives their applicability in written form, and only as far as Full Stop Technics and the Customer have not agreed on any other terms and conditions provided by Full Stop Technics.
2. The Customer's standard terms and conditions shall not become part of the Customer Agreement, even if Full Stop Technics has not expressly rejected their applicability. Further, if Full Stop Technics replies to any communication of the Customer that refers to the Customer's standard terms and conditions or any other set of terms and conditions (each being "Other Terms and Conditions"), such reply shall not constitute an acceptance of such Other Terms and Conditions, nor shall it result in the acceptance of such Other Terms and Conditions.
Conclusion of Customer Agreement
1. Any offer submitted in the Full Stop Technics Catalog shall be non-binding.
2. Orders submitted by the Customer are binding for the Customer.
3. The Customer Agreement is concluded once Full Stop Technics has started the Maintenance Services or has submitted an order confirmation to Customer in writing (letter, fax or e-mail).
Scope of Maintenance Service
1. Full Stop Technics only offers the Maintenance Services as stated in the current Full Stop Technics Catalog and the scope of Maintenance Service requested shall be stated in the order placed by the Customer.
2. Full Stop Technics is entitled, without the prior consent of the Customer but at the Customer's expense, to perform additional services that Full Stop Technics considers necessary for the proper performance of the Maintenance Service if (i) the Customer's prior consent cannot be obtained without causing a delay in the completion of the services and (ii) the price for the additional services does not exceed ten percent of the value of the original order.
3. The Maintenance Service shall be performed by Full Stop Technics in accordance with the Full Stop Technics Quality Manual and Procedures as approved by the competent authority unless otherwise agreed in writing between the Customer and Full Stop Technics.
4. Full Stop Technics Maintenance Services are based on the OEM's repair manual, but include wherever possible the use of FAA DER repairs or the equivalent to EASA Part- 21. Should Customer not accept the use of such repairs, Customer must express any such disapproval with such repair in the order, and Full Stop Technics shall be entitled to refuse the order or to make a cost estimate for the requested repair without using FAA DER repairs or the equivalent to EASA Part - 21.
5. Full Stop Technics will use manufactured material provided by OEM but whenever possible Full Stop Technics shall be entitled to use PMA material. Should Customer not accept the use of PMA material Customer must notify its disapproval with such material in the order and Full Stop Technics shall be entitled to refuse the order or to make a cost estimate for the required repair without using PMA material.
Place of Repair
1. Place of Repair shall be the Full Stop Technics facility at which Full Stop Technics offers the Maintenance Services according to the Full Stop Technics Catalog.
Customer’s Obligations
1. The Customer shall supply Full Stop Technics with the Customer’s Working Equipment and with all documents on the operation, maintenance and repair history of the Maintenance Object necessary for completing the Maintenance Service (including without limitation all relevant instruction manuals and special documentation not at Full Stop Technics' disposal).
2. If the Customer fails to supply Full Stop Technics with the documents as per Article 5.1 above or if such documents are incomprehensible or incomplete, Full Stop Technics may request that the Customer supply any such documents, and any relevant undocumented information, within a reasonable period of time. For the purposes of this Article 5 “documents” include both printed documents and data in all other formats, including without limitation electronic formats.
3. If the Customer does not comply with the request according to Article 5.2 in due time, Full Stop Technics is entitled to terminate the Customer Agreement with immediate effect. In such case, Full Stop Technics shall be entitled to claim payment for the Maintenance Service to the extent it was performed prior to the date of termination.
4. Articles 5.1, 5.2 and 5.3 do not in any way limit Full Stop Technics’ legal and contractual rights or claims.
5. Customer shall treat as strictly confidential any information disclosed by Full Stop Technics relating to the Customer Agreement, including the document itself as well as individual provisions contained therein (“Confidential Information”). Confidential Information shall include, but not be limited to, the contents of the negotiations leading up to the Customer Agreement, any business, technical and strategic data disclosed by Full Stop Technics or its Subcontractors at any time for any reason, comprising any and all such information in oral or visual form and including but not limited to prices for materials and Maintenance Services, the scope of Maintenance Services offered, legal provisions, turnaround times and man-hours needed.
Prices/Minimum Charges
1. All prices and/or charges in the Full Stop Technics Catalog refer to labor only. Material will be quoted and charged separately Full Stop Technics. All charges are applicable during the period defined in the respective data sheet of the current Full Stop Technics Catalog.
2. Maintenance Services performed on Components shall be charged to Customer as specified in the respective data sheet of the current Full Stop Technics Catalog. If prices are not available in the current Full Stop Technics Catalog, then prices shall be individually quoted by Full Stop Technics on Customer’s request.
3. Should repairs be required in order to achieve serviceability of a Maintenance Object and if Full Stop Technics should have such capability, but the repair is not part of the Maintenance Services offered in the current Full Stop Technics Catalog, then Full Stop Technics shall provide Customer with a cost estimate for the required repair.
4. If a Maintenance Object fails the incoming inspection by Full Stop Technics or the Maintenance Object is determined to be BER, the charge for cleaning and inspection as per the current Full Stop Technics Catalog shall apply and shall be borne by the Customer.
5. The fixed charges for labor costs offered in the Full Stop Technics Catalog are not applicable for parts with abnormal wear and tear and excessively damaged parts (such as but not limited to Foreign Object Damage, etc.). Article 6.1 as well as TAT shall not be applicable. In such cases the parties shall agree on individual pricing and individual TAT. In case the parties will not be able to agree within ten days after Full Stop Technics informed the Customer, Full Stop Technics shall send the parts back to Customer in "as is" condition and Customer shall pay for the Maintenance Services to the extent it was performed by Full Stop Technics prior to that moment.
6. Handling Charges
  1. Use of New Material supplied by Full Stop Technics and not being exchanged on a 1:1 basis shall be charged according to OEM current list price plus a handling charge of fifteen percent on the net price.
  2. Scrap replacement with used and/or serviceable supplied by Full Stop Technics shall be quoted according to the charges in the Full Stop Technics Catalog and charged individually.
  3. Services Performed by third parties. Should it become necessary to employ third parties to perform services that are beyond the scope of the Full Stop Technics Catalog and are not provided by Full Stop Technics, such services shall be charged by Full Stop Technics at cost plus ten percent handling charge.
  4. 1:1 Exchange In case of a 1:1 exchange of the Maintenance Object the applicable payment conditions shall be agreed between Full Stop Technics and Customer.
Turnaround Time
1. The TAT for each Maintenance Object stated in the Full Stop Technics Catalog shall apply. Unless they have been explicitly and in writing declared as binding, TAT´s indicated by Full Stop Technics are provisional, non-binding, and shall serve as general information only.
2. If Full Stop Technics becomes aware that it is likely to miss the TAT, Full Stop Technics will promptly notify the Customer.
3. In case Customer requests Full Stop Technics to return a Maintenance Object before the end of the TAT stated in the Full Stop Technics Catalog, Full Stop Technics will make all reasonable efforts, without being under the obligation, to comply with such a request.
Delivery

The delivery of each Maintenance Object to the Place of Repair shall be at Customer's risk and expense, unless otherwise agreed in the Customer Agreement. Customer shall ensure that all shipments made hereunder shall be performed using shipping containers which follow then current requirements, such as but not limited to ATA 300. In case the shipping containers cannot be used by Full Stop Technics for the redelivery, Customer shall bear the cost for new or other shipping containers.

Redelivery
1. Redelivery of the Maintenance Object shall be affected ex works (EXW, Incoterms 2010) the Place of Repair excluding packing material.
2. No later than one week after (i) Full Stop Technics has notified the Customer that the Maintenance Service has been completed or (ii) the date of termination of the Customer Agreement, whichever may occur first, the Customer shall exercise best efforts to immediately collect the Maintenance Object at the Place of Repair
3. If the Customer fails to comply with Article 10.2, the Customer shall compensate Full Stop Technics for any costs and expenses it incurs in connection with the storage of the Maintenance Object according to Full Stop Technics’ then current price list.
4. The Customer may request that Full Stop Technics supports Customer in arranging for shipment of the Maintenance Object to another place as the one specified in Article 10.1. Any shipment arrangements made by Full Stop Technics shall be in the name and on behalf of the Customer.
Warranty
1. If not otherwise stated in the Full Stop Technics Catalog, the warranty period for the Maintenance Services is twelve months from the date of redelivery or within one thousand Flight Hours of the Maintenance Object after redelivery, whichever may occur first.
2. A warranty claim must be raised by Customer within thirty days after the defect has or could have become reasonably apparent and Full Stop Technics must be provided at the Place of Repair with the defective part for inspection and repair within an additional thirty days after the warranty claim has been raised. If a defect arises on a non-removable part of an aircraft the Parties shall in good faith agree how to remedy such defect in a way convenient for Customer and reasonably acceptable for Full Stop Technics.
3. Full Stop Technics’ warranty shall be excluded (i) if the defect has been caused because the Maintenance Object has been altered, overhauled or repaired during the warranty period by any party other than Full Stop Technics, or (ii) if the defect has been caused by the Customers Working Equipment or any material supplied by Customer, or (iii) if the Customer has not taken all reasonable precautions to prevent an aggravation of the defect or damage, or (iv) if the Customer does not comply with operating instructions provided by Full Stop Technics or the respective aircraft of Component design authorization. As long as the Customer is in default with its payment obligations, Full Stop Technics may exercise its right of retention and may therefore refuse to meet warranty claims until full payment has been made.
4. Further, Full Stop Technics´ warranty shall be excluded for any defects of parts or materials which have been tampered with by others than Full Stop Technics or its Vicarious Agents, which have suffered a so-called “Foreign Object Damage" (FOD) or which were damaged by weather or similar external influences, excluding normal wear and tear. This restriction does not apply if the Customer proves that Full Stop Technics or one of its Vicarious Agents caused the defect.
5. Provided that suppliers grant Full Stop Technics warranty rights for material or services beyond the scope of Full Stop Technics’ warranty as set forth in Article 11.1 and 11.2 above, customer may request Full Stop Technics to assign any such warranty rights. Further, upon request, Full Stop Technics shall support Customer in pursuing such warranty rights.
6. If upon Customer’s special request Full Stop Technics or its Subcontractors perform a provisional repair, the materials used and the Maintenance Services performed during such repair are not subject to any warranty.
7. Full Stop Technics shall correct any defect covered by this warranty at its own cost and expense at the Place of Repair or at any other place Customer and Full Stop Technics may agree upon from time to time. If the Customer requests Full Stop Technics to correct the defect of a Component at another location as the Place of Repair, the Customer shall arrange at its own risk and expense for the removal and transport of the defective Components to and from the location where the repair shall be made and for the reinstallation of the respective Component.
8. The warranty set forth in this Article 11 shall be the exclusive and sole remedy for Customer in case of any defect.
9. Articles 11.1 and 11.2 shall not apply to a possible claim for damages. Articles 11.1 and 11.2 shall also not apply if Full Stop Technics has concealed the defect intentionally or has given a written durability guarantee or warranted certain properties of the repair.
10. Articles 11.1, 11.2, 11.3, 11.4, 11.7, 11.8 shall not affect any other limitations of Full Stop Technics' liability, or restrictions of the Customer's rights and claims against Full Stop Technics in these Standard Terms and Conditions and/or under applicable law.
Limitation of Liability for Damages
1. Full Stop Technics’ liability for damages in case of slight negligence of Full Stop Technics, its statutory representatives and Vicarious Agents shall be excluded, provided such liability does not result from the violation of any material contractual obligations of particular significance for the purpose of the Customer Agreement which the Customer may rely on, damages arising from injury to life, limb or health or from violation of a guarantee. Full Stop Technics’ liability under the Product Liability Act shall remain unaffected.
2. To the extent Full Stop Technics is liable in accordance with Article 12.1, Full Stop Technics' liability shall be further limited as follows: Full Stop Technics shall not be liable for non-foreseeable damages which are not typical for Maintenance Services of the kind constituting the Maintenance Service under the relevant Customer Agreement and which are neither based upon a violation of a guarantee, nor upon intentional acts (or upon intentional acts of Full Stop Technics' statutory representatives or its Vicarious Agents), nor are caused by injury to life, limb or health, nor are damages to be compensated in accordance with the Product Liability Act.
Insurance
1. The Customer agrees to obtain and maintain in full force during the term of the Customer Agreement the following insurances:

• A Hull All Risks Insurance as well as a Risk All Property Insurance including war risks containing a waiver of subrogation, in favor of Full Stop Technics, its personnel and its Subcontractors.

• Comprehensive Legal Liability Insurance (including aircraft third party, passenger and war risk liability) with a combined single limit in accordance with article 7 Regulation (EC) No. 785/2004 naming Full Stop Technics, its personnel and its Subcontractors as additional insured parties.

1. If the Customer has ordered the Maintenance Service from Full Stop Technics on behalf of a third party, the Customer shall ensure that such third party obtains and maintains the insurances specified in Article 13.1.
Payments
1. Full Stop Technics shall issue an invoice after Redelivery of the Maintenance Object according to Article 9 and Customer shall pay within ten days from receipt of Full Stop Technics's invoice.
2. All prices are quoted as net prices. Any tax (including, but not limited to, value added tax), duty, fee or other public charges whatsoever imposed on the invoiced prices shall be borne by the Customer or shall be refunded by the Customer to Full Stop Technics. In the event any such tax or duty is recoverable, Full Stop Technics shall use reasonable efforts to recover such tax or duty paid.
3. Customer agrees that any dispute with regard to a payment obligation and any claim for reimbursement shall be made within one month after receipt of the invoice as per Article 14.1 After this period has lapsed, Customer shall not be entitled to assert any such claims.
4. Customer shall make payment in the contractually agreed currency. Any payment made in any currency other than contractually agreed shall be exchanged at the exchange rate on the date the payment is valued to Full Stop Technics' account. Customer remains liable for any shortfall to the amount owed resulting from such exchange.
5. The Customer shall not be entitled to set off any claims against Full Stop Technics' claims, unless such claims are determined by the final decision of a court or are undisputed. The Customer may only exercise a right of retention if its counterclaim has been determined by a final decision of a court or is undisputed.
6. In the event that Customer is a member of IATA, Customer herewith irrevocably authorizes Full Stop Technics to take all steps necessary for the collection of late payments via IATA Clearing House. Full Stop Technics is entitled to such collection for all late payments including late payment charges.
Reservation of Property and IP Rights
1. Title to all material supplied by Full Stop Technics under the Customer Agreement shall remain with Full Stop Technics until complete payment of all amounts due under the Customer Agreement has been affected.
2. Title to all intellectual property rights (including, but not limited to copyrights, trademarks, patents, inventions, utility patents, registered design rights or design rights – “IP Rights”) disclosed in documents or data (including but not limited to plans, drawings, patterns or designs) supplied by Full Stop Technics to Customer under the Customer Agreement, shall remain with Full Stop Technics or any third party which is entitled to such IP Rights.
Lien and Right of Retention
1. Full Stop Technics has by virtue of the Maintenance Service performed a contractual lien with respect to the Maintenance Object in its custody as well as with respect to other items of Customer in Full Stop Technics' custody to secure any claims of Full Stop Technics against Customer out of or in connection with the Customer Agreement as well as to secure any claims of affiliates of Full Stop Technics against Customer. Such right may also be asserted for services previously performed or materials previously supplied and with respect to claims resulting from a contractual relationship of Customer and Full Stop Technics and/or any of its affiliates. The contractual lien shall entitle Full Stop Technics and/or any of its affiliates to publicly offer the Maintenance Object for sale no earlier than one month after advising the Customer of its intent to do so. To affect such sale Full Stop Technics shall not be required to obtain an enforceable title or to comply with the regulations governing forced sale.
2. Further, Full Stop Technics has by virtue of the Maintenance Service performed a right of retention with respect to the Maintenance Object in its custody as well as with respect to other items of Customer in Full Stop Technics' custody to secure any claims of Full Stop Technics against Customer out of or in connection with the Customer Agreement as well as to secure any claims of affiliates of Full Stop Technics against Customer. Such right as well as a set-off right may also be asserted for services previously performed or materials previously supplied. The right of retention as well as a right to set off any due claims of Full Stop Technics against Customer with claims of Customer against Full Stop Technics may also be applied with respect to claims resulting from a contractual relationship of Customer and Full Stop Technics and/or any of its affiliates.
3. Full Stop Technics shall also have the right to cease any ongoing Maintenance Service without notice until all payments due under the Customer Agreement or any other contractual relationship between Customer and Full Stop Technics or Customer and Full Stop Technics and/or any of its affiliates have been made.
Customs Clearance

According to applicable international laws ( such as the European Union and or the United States of America ) the Customer is obligated to perform the customs clearance for import (to be defined as the entry into the customs territory of the European Union and or the United States of America ) and export (to be defined as exit from the customs territory of the United States of America ) of any aircraft (or parts thereof) and any other goods. The Customer is obligated to comply with all existing import and export prohibitions and restrictions of the applicable Country and The United States of America. If assigned and agreed in writing, Full Stop Technics will perform the necessary customs clearance in the name and on behalf of the Customer or on behalf of Full Stop Technics. In these cases, the Customer is obligated to provide Full Stop Technics with all necessary information and documentation (especially any required licenses regarding prohibitions and restrictions). Full Stop Technics shall not be liable for any delay due to the late delivery of information and documentation by Customer or due to delays in the customs clearance process. All duties and taxes that may occur due to the importation or exportation (defined above) must be borne by the Customer or will be charged by Full Stop Technics to Customer.

Export Clause

Customer shall comply with all applicable domestic and foreign export compliance requirements, including applicable US export laws and regulations (e.g., ITAR, EAR and OFAC sanctions regulations) and those of other relevant foreign jurisdictions. Upon Full Stop Technics' request, Customer shall promptly provide Full Stop Technics with appropriate certifications as required by such applicable export laws and regulations and end user certificates, or as necessary to ensure continuing compliance with such laws and regulations.

Applicable Law and Venue
1. The Customer Agreement and these Terms and Conditions and any legal relationship with the Customer that may arise therefrom shall be exclusively subject to and construed exclusively in accordance with the laws of the State of Wisconsin, United States of America, excluding their conflict of laws rules. The United Nations Convention on the International Sale of Goods (CISG) shall not apply. In the event of a conflict between the English and any other language of the meaning of any expressions used in these Terms and Conditions or any part thereof the English legal meaning shall prevail.
2. The courts in Waukesha County, State of Wisconsin, United States of America, shall have jurisdiction. In case of any claims asserted against Full Stop Technics this jurisdiction shall be exclusive.
Waiver of Sovereign Immunity

Full Stop Technics and Customer hereby agree that Customer Agreements and any legal relationship that may arise therefrom are commercial transactions and Customer undertakes not to claim any immunity from suit, execution, pre-judgment or post-judgment attachment or other legal process in any jurisdiction.

Amendments

Any amendments to these Terms and Conditions will be posted on the Full Stop Technics website and will be effective on the delivery date of the Customers Service posting of the change to these terms. Any subsequent change to the items including this clause and the Customer Agreement must to be agreed upon between Full Stop Technics and the Customer in writing.

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