Silver Hawk Air Purchase Order Standard Terms and Conditions
The following Standard Terms and Conditions Apply To, and Supplement, All Silver Hawk Air Purchase Orders:
I. Definitions. For purposes of these Standard Terms and Conditions, the following definitions apply.
The term “Article” or, collectively, “Articles” means any item or items purchased by Silver Hawk Air from a Seller.
“Seller” means a company or person that is selling an Article to Silver Hawk Air.
“Minimum Fair Market Value” may be established by the minimum sales price found in records of actual past sales by Silver Hawk Air, as amended by industry and market conditions. Where no such records exist, this value may be calculated by Silver Hawk Air based on other objective factors chosen by Silver Hawk Air.
The term “Authorized Repair Facility” means an appropriately-rated facility from the Silver Hawk Air list of authorized repair facilities, and includes any facility with which Silver Hawk Air contracts for repair services.
An Article is considered “Beyond Economical Repair” (BER) when the repair charge plus any other charges incidental to repair and to subsequent sale would exceed half of the difference between the purchase price on the purchase order and the Minimum Fair Market Value. An Article is also considered BER if it cannot be repaired in a reasonable amount of time by the Authorized Repair Facility chosen by Silver Hawk Air (a reasonable amount of time shall be defined as not longer than 30 business days). An Article is also considered BER if it cannot be repaired (e.g. sealed units which are impossible to repair, units worn beyond OEM limits, etc.).
The term “Repairable” (RP) is a condition code. When used in the context of an Article it means that the Article may be in need of repair but it is not BER.
The term “As Removed” (AR) is a condition code. Unless otherwise specified, when used in the context of an Article, it means that (1) the Article has been removed from an aircraft that had a current certificate of airworthiness at the time the Article was removed, (2) there was no reason to believe that the Article was not airworthy at the time of removal, and (3) the Article is not BER.
II. Loss or Damage. Notwithstanding any other terminology on the transaction documents, Risk of Loss of an Article passes to Silver Hawk Air when the Article (1) arrives at Silver Hawk Air in the case of an Article shipped to Silver Hawk Air or (2) arrives at the customer’s facility in the case of an Article shipped directly to an Silver Hawk Air customer. In the event that the Article is lost, stolen, damaged, or destroyed before Risk of Loss has passed, the Seller shall be responsible for (1) providing to Silver Hawk Air a replacement Article meeting the same standards as the original Article (including contract terms related to expected arrival), or (2) paying to Silver Hawk Air all damages to which Silver Hawk Air would be entitled if Silver Hawk Air were to prevail in litigation related to the breach (including but not limited to lost profits and other incidental and consequential damages), or (3) refunding to Silver Hawk Air all payments made with respect to the lost, stolen, damaged, or destroyed Article.
III. Documentation. An Article delivered without Acceptable Documentation (as defined below) will be placed in quarantine until the Acceptable Documentation is provided. Such delay in providing the Acceptable Documentation shall interrupt the receiving of the Article which may delay payment.
An Article delivered to Silver Hawk Air by Seller must be traceable to one of the following certificated sources:
- The Original Equipment Manufacturer (“OEM”)
- An operator with an U.S. FAA Part 91 certificate;
- An operator with an U.S. FAA Part 121 certificate;
- An operator with an U.S. FAA Part 125 certificate;
- An operator with an U.S. FAA Part 129 certificate;
- An operator with an U.S. FAA Part 135 certificate;
- An air agency with an U.S. FAA Part 145 certificate.
The trace documentation must also meet any other specifications on the purchase order.
Unless an alternative or variance is specifically pre-approved by Silver Hawk Air in writing, Acceptable Documentation means documentation meeting ALL of the following elements:
- A packing slip, invoice, or other commercial document typically used in the aerospace industry from the certificated source and every party thereafter indicating that the Article was released from that source; and one of the following:
(a) A non-incident statement from the certificated source indicating that the Article was not previously installed on an aircraft involved in an accident or incident; or
(b) A statement from the certificated source indicating that the Article has never been subject to unusual heat, stress, or environmental conditions that might tend to adversely affect the airworthiness of the Article; and
- A statement that the Article was not procured from any government or any military source; and
- Verification (such as a part marking where appropriate, OEM documentation, or written verification by the certificated source) that the part was produced by the OEM.
A RP or AR Article must have a removal tag indicating from which aircraft manufacturer’s serial number or engine serial number the Article was removed. If the RP or AR Article was removed due to failure, then the Article must additionally have an unserviceable tag indicating the reason for removal. If the RP or AR Article’s documentation does not bear a reason for removal or if the reason for removal stated does not accurately identify the issue that needs to be remedied, then the Seller shall rebate to Silver Hawk Air the fee charged by the Authorized Repair Facility for the tests and analysis necessary to properly diagnose any problems, in order to assure reparability and/or airworthiness at the discretion of the Authorized Repair Facility.
IV. Shipping Costs. If the purchase order directs that the Article be shipped according to a particular method, then Silver Hawk Air will reimburse the Seller for actual shipping costs so long as Seller follows the directions of the purchase order. If the Seller ships in a manner other than the manner directed in the purchase order, then Seller shall pay ALL shipping costs. If the purchase order is silent as to shipping method, then the Seller shall be expected to choose a method of shipping that permits compliance with the terms of the purchase order, and Silver Hawk Air, at its own discretion, will reimburse Seller so long as the Seller chooses a compliant method of shipping.
V. Customer Inspection. Unless a longer time period is stated in the purchase order, (1) Silver Hawk Air in the case of an Article shipped to Silver Hawk Air or (2) arrives at the customer’s facility in the case of an Article shipped directly to a Silver Hawk Air customer. Silver Hawk Air shall have 30 calendar days after delivery to Silver Hawk Air or a Silver Hawk Air customer if drop shipped, in which to inspect the Article. Silver Hawk Air shall notify Seller of discrepancies found during this inspection period. In the event that Silver Hawk Air discovers discrepancies during inspection, Seller shall accept the return of the Article. In such an event, cost of return shipping shall be borne by Seller. In the event that Silver Hawk Air needs additional time in which to inspect the Article, Silver Hawk Air shall send Seller a request for additional time to complete the inspection of the Article (the “Inspection Period Extension Request”). The additional time requested in the Inspection Period Extension Request shall not exceed 90 days from the delivery date to Silver Hawk Air and Seller shall (1) provide Silver Hawk Air the additional time requested in the Inspection Period Extension Request, or (2) accept return of the Article.
VI. Warranty. Seller warrants that Articles will be in the condition identified in Silver Hawk Air’s purchase order. In the event that an Article does not meet the condition identified in the purchase order, and the discrepancy could not have been discerned upon receiving inspection, Silver Hawk Air may make a warranty claim by notifying the Seller in writing of the discrepancy. Unless the purchase order specifies that the part is permitted to be in BER condition, a part that is found to be BER also reflects a violation of this warranty. This warranty period begins on the date of delivery, lasts for a period of one year for overhauled or new Articles, lasts for a period of six months for inspected or repaired Articles, and lasts for a period of three months for RP or AR Articles. Discrepant Articles may be returned to Seller within this warranty period.
VII. Timing. In all Silver Hawk Air purchase orders, unless otherwise specified, time is considered of the essence with respect to Seller’s obligations. If no lead time is specified in the purchase order, then Seller must ship Article within 24 hours of the purchase order. The Seller must provide Silver Hawk Air with a copy of the airway bill number under which the Article is shipped by the shipping deadline. Failure by a Seller to meet a deadline specified in any purchase order or other agreement with Silver Hawk Air, or to provide the airway bill number, will be considered a material breach, and Silver Hawk Air will be entitled, at its discretion, to cancel the order.
VIII. Jurisdiction. All agreements made by Silver Hawk Air are made in Oregon and shall be governed by and interpreted in accordance with the laws of Oregon, not including the state's conflict of laws’ provisions. Both parties agree that any suit or proceeding based on any matter arising out of or brought in connection with the parties’ dealings are subject to these Standard Terms and Conditions, or to enforce any clause of any such agreement, shall be brought in a trial court in Oregon. Both parties agree to be subject to the personal jurisdiction and venue of that court.
IX. Costs and Attorneys’ Fees. In the event that Silver Hawk Air incurs fees or costs for a collection agent or attorneys’ services or in connection with its use of an arbitrator, mediator, court system, or other legal proceeding in order to collect a payment of any amounts owed to Silver Hawk Air or otherwise enforce any of Silver Hawk Air’s rights’ or Customer obligations under any agreement subject to these Standard Terms and Conditions, Customer shall be obligated to pay to Silver Hawk Air any and all costs and fees (including attorneys’ fees) associated directly or indirectly with any such actions by Silver Hawk Air.
X. Compliance. The Seller warrants that ALL Articles are shipped in compliance with U.S. laws and with the laws of any jurisdiction through which the Articles are shipped.
XI. Indemnification. Seller agrees to defend, hold harmless, and indemnify Silver Hawk Air, its affiliated companies, their directors, officers, employees and agents from and against any and all present and future liabilities, damages, losses, demands, fines, penalties and claims of any kind whatsoever (including all costs, expenses and reasonable attorneys’ fees incidental thereto) which are or may be suffered by, accrue against, be charged to, or be recoverable by reason of any loss or damage to property or injuries or death of any person arising from the Article that is the subject of these Standard Terms and Conditions.
XII. Rejection of Amendments / Additions. No amendments or additions to these Standard Terms and Conditions of the transaction will be accepted unless they are in writing and signed by both Silver Hawk Air and the Seller.