AGREEMENT - Quotations, purchase order (hereafter, “Order”), and any attachments, agreements, specifications, drawings, notes, instructions and other information, whether physically attached or incorporated by reference, (collectively the Agreement), constitutes the entire and exclusive agreement between Tradewind International, LLC, (hereafter, “Seller”) and the customer (hereafter, “Buyer”), regarding the sale of aircraft parts and accessories (Goods).

ACCEPTANCE OF TERMS AND CONDITIONS –The terms and conditions of this document contain the entire Agreement of the parties relating to the sale of the goods, regardless of any inconsistent or additional terms or conditions in any other document, and supersedes all previous understandings, negotiations and proposals, and may not be amended or discharged except in writing approved by both parties. Seller proposals are based upon Buyer acceptance of the terms and conditions, unless otherwise agreed in writing by the Seller and Buyer. Any Buyer terms and conditions on the purchase order are excluded. Seller acknowledgement of receipt of a purchase order does not constitute acceptance by Seller. Seller acceptance of an order is subject exclusively to Buyer acceptance of the terms and conditions. If there is a conflict between the terms and conditions of Agreement, and the terms and conditions of the order, or any other document the parties may execute, these terms and conditions shall prevail. If Buyer is unwilling to agree to these terms and conditions, then Buyer’s purchase order is hereby rejected, and no agreement has been reached.

QUOTATIONS - Prices are in U.S. Dollars. Quotations to the Buyer are valid for 90 days from the date of quotation. After 90 days, prices are subject to change without notice. Quotation pricing is for the Goods specified only, and does not include fees accessed at the time of purchase (e.g. shipping costs, payment fees, etc.).

PRICE –Prices are in U.S. Dollars. All prices are EXW – Ex Works, Janesville, Wisconsin. Buyer is responsible for additional transportation charges, including insurance, taxes, duties, or other similar charges.

MINIMUM P.O. AMOUNT -  All orders from Seller are subject to a minimum order amount of $50.00 USD for domestic orders and $75.00 USD for international orders.

PAYMENT – Buyer must make payment arrangements prior to shipment of each order.  All payments must be in US currency. Pre-payment options are available (e.g. credit card payment, wire transfer, ACH, or COD). Payment fees may apply. Payment terms for credit based accounts, subject to Seller approval, are Net 10, 15, or 30 days of the invoice date. All past due balances shall bear interest at one and one-half percent (1.5%) per month, eighteen percent (18%) per annum, or the highest rate legally permissible, whichever is less, on each delinquent statement balance. Interest will commence on the first calendar date following the approved terms (e.g. 11th day, 16th day, or 31st day) from invoice date. Seller reserves the right to alter or suspend credit, or to change credit terms. Where payment is made by wire transfer, buyer is responsible for all banking fees (including intermediary banks). At the Seller’s option, the Seller may repossess goods for which payment has not been made.

CREDIT CARD FEE – Orders paid by credit card, valuing at $5,000.00 USD or a greater value, will be accessed a 3% convenience fee. The credit card fee is not refundable.

WIRE TRANSFER FEE – Buyer is responsible for paying all wire transfer fees (e.g. Seller fees, Buyer fees, and intermediate bank fees). International Orders will be charged $50.00 USD for Seller’s bank fees. No additional fee will be added for domestic transfers. Fee value and country determination is based on the billing address of the Buyer.

PACKAGING AND SHIPPING – All Goods shall be packaged to prevent damage in transit, and will be properly marked, to include notice of hazardous substances, if applicable. No charge will be made by the Seller for packaging or crating, unless previously stated by the Seller and agreed upon by the Buyer. The Buyer is responsible for all shipping and freight charges. The Seller shall ship per Buyer instructions indicated in the order, unless otherwise directed by the Buyer. Goods shipped will include all applicable trace documentation, the Seller’s Certificate of Conformance, a packing list to include the Seller name and address, Buyer name and address, ship to address, Buyer purchase order number, part number, condition, quantity and serial number, if applicable.

RISK OF LOSS – Risk of loss of Goods purchased shall be borne by the Buyer after the goods are shipped by the Seller from the F.O.B. point of Janesville, Wisconsin, or from wherever the shipment of goods may originate. The Buyer shall hold the Seller harmless against all claims asserted by the Buyer for any personal or property damage caused by such goods or by the transportation thereof, before or after unloading at Buyer’s plant or warehouse of any Goods purchased which are explosive, flammable, toxic or otherwise hazardous.

DELIVERY AND INSPECTION – All Goods shall be subject to inspection and approval at the destination by the Buyer, or its authorized representative after delivery to the Buyer. The Buyer, or authorized representative, is responsible for inspecting and determining the airworthiness of the invoiced item(s) prior to installation. Payment of Goods shall not be deemed acceptance of, or waiver of any right to inspect such Goods. If the Goods do not appear to conform to the Order, upon receipt of the Goods by the Buyer, the Buyer shall notify the Seller within 7 business days and afford the Seller a reasonable opportunity to inspect the Goods and make an appropriate adjustment or replacement, at the Seller’s sole discretion.

EXCHANGES – Buyer agrees to return a normal repairable core, of the same part number to Seller within 30 days of the invoice date. Returned cores may be subject to additional charges if the core requires costs beyond the standard overhaul or repair charges.

WARRANTY – Buyer acknowledges that Seller is not the manufacturer of the Goods, or the manufacturer’s agent. Seller makes no warranty or representation, either expressed or implied, as to the airworthiness of the the Goods. All Goods are sold and conveyed to the Buyer “As Is” in the same condition as received by the Seller. The Seller neither implies nor offers any certification or warranty. The Seller makes no warranty either expressed or implied, that the Goods will be merchantable, or fit or any particular purpose.

RETURN POLICY – Goods must be returned within 30 days of the invoice date for full credit. The Seller does not accept returned Goods which have been installed. The Goods must be returned with all documentation and packaging shipped by the Seller. Goods returned without original documentation will be subject to a restocking fee and issued a pro-rated refund. The Seller does not pay any testing or labor fees to verify the usability of any Goods.  The Seller reserves the right to replace any unsatisfactory Goods. Seller reserves the right to refuse any unauthorized returns. A Return Authorization issued by the Seller is required for the return of all Goods. For further details, please read the Return Policy of Tradewind International, LLC.

OWNERSHIP OF INTELLECTUAL PROPERTY – All drawings, know-how, designs, specifications, inventions, devices, developments, processes, copyrights and other information of Intellectual Property disclosed or otherwise provided to Buyer by Seller and all rights therein (collectively, “Intellectual Property”) will remain the property of Seller and will be kept confidential by Seller in accordance with these terms and conditions.

INDEMINITY – The Buyer will hold harmless the Seller from and against all liabilities, claims, losses and damages of any nature, including, but not limited to, all expenses (including attorney fees), costs, and judgements for property damage or injury to, or death of any person, and any other direct, indirect, incidental, consequential, economic or statutory civil damages, any of which arise out of, or are in any way related to the use, operation, repair, maintenance, or disposition of Goods provided under any Order.

GOVERNING LAW – The terms and conditions between the Seller and the Buyer will be interpreted under, and governed by, the laws of the State of Wisconsin, and shall not be invoked for the purpose of applying the laws of another jurisdiction. In the event of any dispute or claim, the Seller and Buyer hereby agree that any lawsuit or other legal actions shall be filed in the court of jurisdiction in the County of Rock, in the State of Wisconsin, USA, or US District Court for the Western District of Wisconsin.

EXPORT CONTROL – The sale, resale or other disposition of Goods and any related technology or documentation are subject to the export control laws and regulations of the United States of America, and may be subject to export and/or import control laws and regulations of other countries. The Buyer agrees to comply with all such laws, and acknowledges that it shall not directly or indirectly export any Goods to any country or person to which such export is restricted or prohibited. Buyer acknowledges its responsibility to obtain any license to export, re-export, transfer, or import as may be required. Seller reserves the right not to ship Goods ordered if, at any time, Seller believes that such a shipment would violate U.S. export control laws. The Buyer shall indemnify and hold the Seller harmless from and against any liability claims, demands or expense (including attorney fees) arising from, or relating to a Buyer’s non-compliance with this agreement.

CONFIDENTIAL INFORMATION – The Buyer will treat all information shared by the Seller as confidential, and will use and disclose such information only as specifically authorized by the Seller. The Buyer shall not disclose or use confidential information for any purpose. The Buyer agrees to notify the seller immediately upon learning of any unauthorized distribution, disclosure or use of confidential information.

ASSIGNMENT – The Buyer may not assign or transfer any duties of the terms and conditions without the prior written approval of the Seller.

SERVERABILITY – If any provision of the terms and conditions is ineffective or unenforceable, such provisions will be changed by the Seller to accomplish the objectives of the provision to be greatest extent possible and the remainder of the agreement shall remain in full force and effect.

WAIVER – Failure to insist on performance of any term or condition of the terms and conditions or failure of the Seller to exercise any of the seller’s rights shall not constitute a waiver of any of the Seller’s rights under the terms and conditions.

RELATIONSHIP – The relationship of the Buyer with the Seller is that of an independent contractor. The Buyer will not have, and will not represent that it has, any power, right or authority to bind the Seller, or to assume or create any obligation or responsibility, express or implied, or by appearances, on behalf of the Seller, or in Seller’s name, except as expressly provided herein.

NOTICES – All communications between the Seller and the Buyer must be in writing.