Experience the Best in Aerospace Innovation with SKY DYNAMICS SOLUTIONS LLC!

1. SCOPE:

These Terms and Conditions of Sale exclusively govern the transaction. Any additional or different terms provided by the Buyer are considered significant changes, and objection and rejection to such terms are hereby given.

These Terms apply to all quotations, offers, and accepted purchase orders from SKY DYNAMICS SOLUTIONS, LLC ("Seller"). By accepting delivery of products as described in Seller's invoice or documentation, the Buyer agrees to be bound by these terms and conditions, unless a separate agreement signed by both parties exists, in which case the separate agreement will prevail in case of conflicts.

These Terms supersede any previous course of dealing or industry practices. In the event of conflicting terms and conditions with the Buyer's purchase order or procurement document, these Terms prevail. Buyer's acceptance of the terms and conditions is presumed if no objection is raised within seven (7) days of goods delivery or if the Buyer accepts all or part of the purchase order. Seller's failure to object to provisions in Buyer's communication does not waive the provisions herein.

2. GOVERNING LAW:

The Terms and Conditions of sale, as well as any sales related to the products, are governed by the laws of the State of California, disregarding conflicts of laws rules. Any disputes between Seller and Buyer will be resolved through binding arbitration in Sacramento, California, conducted according to the Commercial Arbitration Rules of the American Arbitration Association. The substantive laws of California shall apply in the arbitration. The parties consent to the jurisdiction of California courts for any suit, action, or proceeding related to this Agreement. Venue for such proceedings shall be in Sacramento County, California. If any terms herein are deemed invalid, the remaining terms shall remain in effect.

3. PAYMENT TERMS; INTEREST; TAXES:

Payment must be received by Seller within the specified time period in the invoice or within thirty (30) days from the invoice date unless agreed otherwise in writing. All payments are to be made in United States dollars, unless otherwise agreed. For overseas contracts, Seller may require payment secured by an irrevocable letter of credit or a bank guarantee acceptable to Seller. Any costs related to the collection of payment through a letter of credit are the responsibility of the Buyer.

In case of Buyer's failure to pay, Seller has the right to reclaim the goods and charge a finance charge of one and a half percent (1.5%) per month on the unpaid balance. If legal action is required to collect delinquent accounts, Buyer agrees to pay reasonable attorney fees and costs. Buyer is responsible for applicable sales, use, transaction, excise taxes, as well as federal, state, or local fees or charges associated with the order. Buyer must claim any tax exemption and provide necessary documentation at the time of purchase.

4. REMEDIES TO SELLER:

Certain events of default give Seller the option to cancel the unexecuted portion of the order and exercise legal remedies: (a) Buyer's failure to comply with the terms herein; (b) failure to provide required notice; (c) insolvency or failure to pay debts; (d) termination of Buyer's existence; (e) failure to provide adequate performance assurance within ten (10) days after demand by Seller; or (f) Seller's good faith belief that Buyer cannot perform. Buyer shall reimburse Seller for attorney fees and court costs incurred due to default. Seller's rights and remedies under the law remain unaffected. If expenses are incurred for collection of overdue accounts, reasonable collection charges, including attorney fees, will be added to the balance due, payable by Buyer.

5. CREDIT:

Seller reserves the right to revoke credit extended to the Buyer if payment is not made on time or for other reasons determined at Seller's discretion.

6. DELIVERY; SHIPMENT:

Seller will make a reasonable effort to complete delivery as indicated in writing. Seller is not responsible for loss or damage resulting from delays beyond its control, such as acts of God, war, labor difficulties, accidents, material shortages, carrier delays, or other causes. Delivery terms are FCA Seller's Sacramento, CA, USA facility (Incoterms 2010), unless otherwise is offered by Seller. Buyer is responsible for any special packing or handling costs caused by its requirements. Buyer bears additional costs and risks for shipment delays caused by Buyer or inaccurate information provided. Claims for damaged or lost products in transit should be made by Buyer to the carrier.

7. INDEMNIFICATION:

Seller is not liable for losses or damages due to improper installation, use, or misapplication of the products. Buyer shall defend, indemnify, and hold harmless Seller, its agents, and employees against any loss, damage, claim, liability, or expense arising from injury, property damage, violation of laws, or environmental issues resulting from the sale, installation, use, or repair of the products. The obligations and indemnities contained herein survive the termination of this transaction.

Buyer is responsible for obtaining permits and inspections required for product installation and use. Seller does not guarantee conformity to laws, regulations, or standards, unless specified in writing by an authorized representative of Seller.

8. CLAIMS; RETURNS:

Sales are considered final. Buyer may return a product only with Seller's written approval and a Return Material Authorization. The product must be in its original undamaged packaging, with all original parts, and not used, installed, modified, repaired, or damaged. Restocking fees may apply.

Buyer must inform Seller in writing within seven (7) days of a claim's basis and allow inspection by Seller. Defective products discovered upon inspection will be handled according to the Limited Warranty section. Pending inspection, Buyer must not delay payment.

9. ORDER CANCELLATION:

Cancellation of an order is not permitted, except with prior written approval from Seller and agreement to cover associated costs, including shipping, material, handling, restocking fees, and third-party expenses. Special or custom orders are subject to cancellation fees equal to the full order amount. Other canceled orders may incur a minimum cancellation fee of fifteen percent (15%). If cancellation fees are not accepted, Seller will ship the order and invoice the Buyer for the full amount. Seller may cancel any unfilled order without notice if Buyer becomes insolvent, declares bankruptcy, or fails to meet financial obligations.

10. LIMITED WARRANTY:

Except as specified below, products sold hereunder shall be free from defects in materials and workmanship and shall conform to Seller’s published specifications (NE, NS, OH, SV, RP, AI) or other specifications, such as manufacturer, authorized repair facility, or US Government specifications for a period of: 

- NE – twelve (12) months from the shipment date or 500 operating hours whichever shall occur first. 

- NS - all new surplus items are sold on an “as is” basis and are subject to the Buyer’s inspection & acceptance at receipt. New surplus items are “non returnable after acceptance by the Buyer or after five (5) days whichever shall occur first. 

- OH – six (6) months from the shipment date or 600 operating hours whichever shall occur first. - SV – three (3) months from the shipment date or 300 operating hours whichever shall occur first. 

- RP – all repairable items are sold on an “as is” basis and are subject to the Buyer’s inspection & acceptance at receipt. Repairable items are “non returnable after acceptance by the Buyer or after five (5) days whichever shall occur first. 

- AI – all “as is” items are subject to the Buyer’s inspection & acceptance at receipt. As is items are “non returnable after acceptance by the Buyer or after five (5) days whichever shall occur first.

Code Definition 

- NE: New product from an OEM or authorized distributor/manufacturer 

- NS: New, unused product but without manufacture trace 

- OH: Product that has been overhauled by an authorized agency or airline

- SV: Product that has been repaired by an authorized agency or airline 

- RP: Used, as removed, not certified but economically repairable 

- AI: No certification, no guarantees, no returns

11.  LIMITED LIABILITY:

To the maximum extent permitted by law, Seller is not liable for any damages under any legal theory, including contract, negligence, or strict liability, for any indirect, special, incidental, or consequential damages. Seller's liability is limited to the amount paid by Buyer for the specific products in question. Buyer's exclusive remedy is for Seller to replace the goods or refund the amount paid, at Seller's option. Seller's liability does not exceed the value of the goods.

12. EXPORT REGULATIONS:

Buyer must comply with all US laws and regulations regarding the purchase and sale of products. Buyer acknowledges that certain parts or technology subject to International Traffic in Arms Regulations (ITAR) and Export Administration Regulations (EAR) may require licenses or have strict compliance regulations. Buyer assumes responsibility for obtaining necessary approvals and indemnifies Seller from any losses, damages, or expenses resulting from noncompliance.

13. ASSIGNMENT:

Seller has the right to assign rights under the contract or subcontract work as necessary.

14. NOTICES:

All notices must be in writing and delivered by hand, overnight delivery services, fax, or email. Notices are effective upon verifiable receipt.

15. FORCE MAJEURE:

Seller is not liable for damages or penalties due to delays caused by elements, acts of God, acts of Buyer, civil or military authority, war, riots, labor difficulties, material shortages, or other causes beyond Seller's control. The delivery date is extended for a reasonable period in such cases.