Terms of Service

HARTZELL GLOBAL SERVICES
TERMS AND CONDITIONS OF SALE

These Terms and Conditions of Sale (“Terms”), together with the latest estimate, quote, proposal, order acknowledgment, maintenance authorization, or other commercial document issued by Seller (“Quote”), to which these Terms are attached or referenced (collectively, the “Agreement”), constitute the entire agreement between the seller as identified in the Quote (“Seller”), an independent authorized Hartzell Global Services (“HGS”) facility, and the customer (“Purchaser”), for the products (“Products”) and/or services (“Services”) provided by Seller (collectively, the “Work”). For purposes of this Agreement, “HGS Location” means Seller’s facility operating as part of the HGS network.

This Agreement supersedes any and all prior or contemporaneous understandings, agreements, negotiations, representations, and communications, whether written or oral, relating to the Work. Any order for Products or Services, any statement of intent to purchase Products or Services, or any authorization directing Seller to proceed with Work shall constitute Purchaser’s acceptance of this Agreement and representation that Purchaser is solvent.

Any additional or different terms, conditions, or revisions contained in any communication from Purchaser are hereby rejected and shall not be effective or binding unless expressly accepted in writing by an authorized representative of Seller. Purchaser may use its own forms for administrative convenience; however, any terms appearing on such forms shall have no force or effect unless specifically agreed to in writing by Seller.

SHIPMENT AND DELIVERY: Seller will use reasonable efforts to deliver Work in the quantities and timeframes specified by Purchaser. Failure by Seller to make delivery within any requested timeframe shall not constitute a breach or default by Seller, and Seller shall not be liable for any damages, including consequential or incidental damages, arising from any delivery delay. Purchaser shall be responsible for all transportation, freight, insurance, customs duties, taxes, and related costs associated with Products in transit. Unless otherwise agreed in writing, Purchaser shall arrange and pay for delivery of items to the applicable HGS Location, and Seller shall arrange return shipment of completed Work at Purchaser’s expense. Seller may transfer Products, components, materials, records, work packages, personnel, or the performance of any portion of the Work to another HGS authorized facility as necessary to support inspection, repair, overhaul, manufacturing, testing, certification, warranty administration, logistics, engineering support, customer service, or regulatory compliance. Such transfers shall not alter Purchaser’s obligations under this Agreement. Expedited shipment methods shall be utilized only upon Purchaser’s request and at Purchaser’s expense. In all cases, the carrier shall be deemed Purchaser’s agent and Purchaser shall bear all risk of loss or damage while the Work is in transit.
TITLE AND POSSESSION. Title to and possession of Work will remain in Seller until payment in full is made by Purchaser. Failure to make any payment as provided hereunder shall entitle Seller to cease and stop shipments without notice to Purchaser, and Purchaser consents that Seller shall be and is hereby authorized to retake possession and custody of any shipments already made or received by Purchaser and, upon written notice to Purchaser, cancel the balance or unexecuted portion of the Agreement and hold Purchaser liable for any and all damages incurred by Seller as a result of or in any manner growing out of the default or failure of Purchaser to make such payment. Purchaser acknowledges and agrees that Seller has a lien on any tangible personal property of Purchaser for any Work performed and relating to such property.
ACCEPTANCE OR REJECTION: If upon delivery any Work does not materially conform with the Agreement, then Purchaser will promptly advise Seller in writing within ten (10) days of receipt of the Work being rejected and the specific nature of the nonconformity. Seller will then have the right to inspect the Work that Purchaser believes is nonconforming. If the Work is in fact nonconforming, Seller will promptly send Purchaser instructions for disposition, replacement, repair, and/or correction as Seller, in its sole discretion, may determine is appropriate. If Purchaser does not provide Seller with written notice of any alleged nonconformity of the Work within the ten (10) days after delivery, Purchaser shall be deemed to have accepted the Work as satisfactory in all respects.
STORAGE FEES: Seller reserves the right to charge storage fees for any Purchaser-owned item remaining at any HGS Location for more than thirty (30) days following notification that Work has been completed, invoiced, or is otherwise awaiting payment, disposition, shipment instructions, or collection. Storage fees shall be assessed at one percent (1%) of the invoiced value of the Work or One Hundred Fifty Dollars ($150) per week, whichever is greater.
EXCHANGE FEES: For each exchange propeller shipped to a domestic (i.e. U.S. or Canada) Purchaser, Purchaser shall return the exchange core to the designated HGS Location within thirty (30) days of receipt. For each exchange propeller shipped to an international Purchaser, Purchaser shall return the exchange core within sixty (60) days of receipt. Core units not returned within the applicable return period, or not returned in serviceable core condition as determined by Seller, may be subject to late fees, loss-of-use charges, invoicing at Seller’s established exchange core value, or a combination thereof. Purchaser acknowledges that the purchase price for Work consisting of new, rebuilt, or refurbished propellers is determined under the assumption Seller will receive, in exchange, a serviceable core propeller from Purchaser.
DISPOSITION OF RETIRED COMPONENTS: Seller reserves the right to dispose of Purchaser-owned components deemed unserviceable, beyond economical repair, condemned, retired, or otherwise unsuitable for continued use if such components remain at any HGS Location for more than thirty (30) days following invoicing or written notification to Purchaser, without receiving disposition instructions from Purchaser.
EXCUSABLE DELAYS: Seller shall not be liable for damages for delay in performance of the Work or delivery thereof that is not the result of its fault or negligence, including without limitation delays arising out of acts of God, acts of the public enemy, acts of a government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, war, riots, strikes, freight embargoes, unusually severe weather, and any other causes beyond its reasonable control.
PRICES AND PAYMENT: Seller may invoice from any HGS Location performing the Work. The price or prices for Work delivered to Purchaser hereunder shall be the purchase price set forth in Seller’s Quote, plus any additional charges and less any deductions set forth on Seller’s invoice or identified herein. Unless otherwise agreed in writing, payment terms shall be those identified on the applicable Quote or invoice. In the event Purchaser fails to pay Seller any amount due when due, Seller reserves the right to suspend Work, withhold shipment, terminate performance, or exercise any other rights available at law or in equity. Purchaser shall pay interest on delinquent amounts at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Purchaser shall also reimburse Seller for all costs incurred in collecting delinquent amounts, including reasonable attorneys’ fees, collection agency fees, court costs, and other related expenses. Seller may offset any amounts owed by Purchaser against credits, deposits, refunds, or other amounts otherwise payable by any HGS Location to Purchaser. Seller may suspend Work, withhold shipments, deny credit, require advance payment, place Purchaser on credit hold, or otherwise exercise its rights under this Agreement at any HGS Location if Purchaser is delinquent in any payment obligation owed to Seller or any HGS Location.
TAXES: Except as otherwise set forth on the Quote, Seller’s prices will be exclusive of any federal, state, provincial, or local sales, use, VAT, or excise taxes levied upon or measured by the sale, the sales price, or use of Work. Seller will list separately on its invoice any such tax lawfully applicable to any such Work, and such tax will be payable by Purchaser provided that Purchaser does not furnish to Seller satisfactory evidence of exemption.
LIMITED WARRANTY; WARRANTY DISCLAIMER: Seller warrants that Services performed on Hartzell propeller products shall be free from defects in workmanship for a period of two (2) years or two thousand (2,000) operating hours, whichever occurs first, from the date the Work is returned to Purchaser. Seller warrants that Services performed on McCauley propeller products shall be free from defects in workmanship for a period of one (1) year or two thousand (2,000) operating hours, whichever occurs first, from the date the Work is returned to Purchaser. Seller warrants that Services performed on MT-Propeller products shall be free from defects in workmanship for a period of one (1) year or two thousand (2,000) operating hours, whichever occurs first, from the date the Work is returned to Purchaser. Seller warrants that Services performed on Sensenich propeller products shall be free from defects in workmanship for a period of one (1) year from the date the Work is returned to Purchaser. Seller warrants that Services performed on aircraft governor products shall be free from defects in workmanship for a period of one (1) year or one thousand (1,000) operating hours, whichever occurs first, from the date the Work is returned to Purchaser. Seller warrants that Services performed on aircraft wheel and brake products shall be free from defects in workmanship for a period of one (1) year or one thousand (1,000) operating hours, whichever occurs first, from the date the Work is returned to Purchaser. Troubleshooting performed by Seller shall be free from defects in workmanship for a period of sixty (60) days or twenty-five (25) operating hours, whichever occurs first, from the date the Work is returned to Purchaser. Seller’s sole obligation and Purchaser’s exclusive remedy for breach of any warranty set forth herein shall be correction or re-performance of the defective Work or Service, at Seller’s option. Except as noted above, all Work or Services are provided by Seller “AS IS”. New products sold by Seller shall be covered solely by the applicable OEM manufacturer’s warranty in effect at the time of sale, and Seller shall assign any transferable warranty rights to Purchaser to the extent permitted by the manufacturer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AIRWORTHINESS.
LIMITATION OF LIABILITY: SELLER HEREBY DISCLAIMS ANY AND ALL CONSEQUENTIAL AND INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, DOWNTIME, LOST PROFITS, AND COVER. SELLER’S LIABILITY FOR ANY CLAIM OF ANY KIND, INCLUDING NEGLIGENCE AND BREACH OF WARRANTY, FOR ANY LOSS OR DAMAGE RESULTING FROM, ARISING OUT OF, OR CONNECTED WITH THE AGREEMENT, OR FROM THE PERFORMANCE OR BREACH THEREOF, OR FROM THE MANUFACTURE, SALE, DELIVERY, RESALE, REPAIR, OR USE OF THE WORK COVERED BY OR FURNISHED UNDER THE AGREEMENT, SHALL IN NO CASE EXCEED THE PURCHASE PRICE OF THE WORK IN DISPUTE.
DISPUTE RESOLUTION; GOVERNING LAW: Purchaser hereby submits to the exclusive jurisdiction of the courts of the state, commonwealth, or province of Seller’s HGS Location with respect to any claim or controversy arising out of or relating to the Agreement or the breach or non-performance of any provision thereof. Seller may, at its discretion, settle any claim or controversy arising out of or relating to the Agreement, or the breach or nonperformance of any provision thereof, by arbitration in accordance of the Arbitration Rules of the American Arbitration Association in effect at the time such claim or controversy arises. Purchaser and Seller agree that any arbitration shall be administered and conducted in the state, commonwealth, or province of Seller’s HGS Location. THE PARTIES VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT THEY HAVE TO A JURY TRIAL. The parties further agree to resolve any disputes arising from or relating to the Agreement on an individual basis and agree to not pursue or join any class or collective action. The Agreement shall be governed by, construed, and enforced in accordance with the laws of the state, commonwealth, or province of Seller’s HGS Location, without reference to conflict of law principles.
SELLER’S REMEDIES: In the event of Purchaser’s breach of this Agreement, Seller shall have available all rights and remedies at law or in equity. Purchaser agrees to pay Seller all costs and expenses, including attorney’s fees, incurred by Seller in exercising any of its rights and remedies. No failure or delay on the part of Seller in exercising any right or remedy shall operate as a waiver thereof or a waiver by Seller of any additional or subsequent default.
SEVERABILITY: If any provision hereof shall be finally determined to be unenforceable, every other lawful provision herein shall remain in full force and effect, and the unenforceable provision will be modified to the least extent necessary to cure such unenforceability.
REGULATORY LAWS AND/OR STANDARDS: The Seller makes no promise or representation that the Work will conform to any federal, state or local laws, ordinances, regulations, codes or standards, except as particularly specified and agreed upon for compliance in writing as a part of the Agreement. The Seller’s prices do not include the cost of any related inspection permits or inspection fees.
ASSIGNMENT: Any actual or purported assignment, transfer, pledge, or other disposition of the Agreement, or any rights hereunder, by the Purchaser, without the written consent of Seller, shall be void at the election of Seller.
COMPLETE AGREEMENT: This Agreement contains the full understanding of the parties and supersedes all other agreements, written or oral, regarding its subject matter. No additional terms, conditions, waivers, alterations or modifications shall be binding unless in writing signed by an authorized representative of Seller.
STATUTE OF LIMITATIONS: Purchaser may not bring any action arising out of or relating to the Agreement, whether for breach of contract or warranty, or for tort, more than one (1) year after delivery of the applicable Work to Purchaser.