DEFINITIONS:

All capitalized terms used herein and not defined shall take on the meaning ascribed to such terms in the Purchase Order (the “Order”) which incorporates these Terms and Conditions.  “Buyer” shall mean the affiliate of Coordinated Aviation Services identified on the Order as the Buyer, and “Seller” shall mean the party identified on the Order as the Seller, Coordinated Aviation Services LLC. “Product” means any product, part, item, or services sold/provided by Coordinated Aviation Services LLC.

PURCHASE ORDERS:

All Orders are subject to acceptance by Coordinated Aviation Services LLC. All orders are non-cancelable and non-returnable (“NCNR”) except when Products do not meet the original manufacturer-specified fit, form, and function requirements. Buyer’s cannot cancel or reschedule Orders for Products without written approval from Coordinated Aviation Services LLC. Seller may elect not to supply Product to the Buyer where the Seller reasonably believes that the supply of such Products may breach export regulations including without limitation the provisions of the United States International Traffic in Arms Regulations (“ITAR”).

PACKING AND SHIPPING; RISK OF LOSS; DELIVERY:

All goods shall be suitable packed, marked conspicuously with Buyer’s order number, and shipped in accordance with shipping instructions specified on the Order. Goods shall be packaged as directed by Buyer and otherwise in accordance with good commercial practices in a manner sufficient to ensure arrival in undamaged condition.  Buyer is responsible for all shipping cost and any applicable surcharges. Title and risk of loss pass to Buyer upon delivery of the Products to the carrier. Carrier and the method of payment to carrier shall be determined by Coordinated Aviation Services LLC and Buyer based on the Order.

TERMS OF PAYMENT:

All Products are exclusive of amounts of any taxes, duties, levies, import or export charges or similar charges (including but not limited to any sales tax, goods tax, services ta, value added tax or other tax or tax penalty on sales or consumption of goods or services (“Sales Tax”) (if applicable) payable in connection with the sale, collection, or use after collection of Parts or otherwise with the Order, all of which the Buyer shall bear and, upon demand pay to the Seller. The Buyer shall pay all amounts due under the Order in full without any deduction or withholding except as required by law and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against the Seller in order to justify withholding payment of any such amount in whole or in part. Past due invoices, Coordinated Aviation Services may charge interest from the payment due date to the date of payment (at 1.5% per month), plus reasonable attorney fees and collection costs. Coordinated Aviation Services may change the terms of Buyer’s Credit at any time. Coordinated Aviation Services may apply payment to any of the Buyer’s accounts

ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS:

Buyers must notify Coordinated Aviation Services of any damage, shortage, or other discrepancies regarding Products within 10 days of delivery. After the 10th day, Buyer is deemed to have accepted the Products and may not revoke acceptance. Notification must be done in writing and must be sent registered mail. Buyer’s cannot return Products without a return merchandise authorization (“RMA”) number issued by Coordinated Aviation Services. RMAs are only issued where Products do not comply with the fit, form, and function specifications and characteristics as provided by the Product’s original manufacturer. RMAs are only valid for a period of 7 to 30 days after issuance (as specified in the RMA) and Products must be returned within specified time. Returned Products must be in original manufacturer’s shipping carton or equivalent thereof. Freight charges with shipment insurance amount as specified in the RMA will be paid by the Buyer. Buyer bears risk of loss of the Product until received by Coordinated Aviation Services. Returned Products must be shipped signature upon delivery. Coordinated Aviation Service bears no responsibility for returned Products delivered without signature of receipt. Coordinated Aviation Services bears no responsibility for returned Products shipped without a valid RMA.

WARRANTIES DISCLAIMER:

All warranties, representations, conditions and other terms implied by the statue or common law are, to the fullest extent permitted by law, excluded from the Order. Coordinated Aviation Services makes no representation as to the accuracy or completeness of the product information, and disclaims any and all representations, warranties, and liabilities under any theory with respect to the product information, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Coordinated Aviation Services recommends that customer validate any product information before using or acting on such information.

GOVERNING LAW AND PLACE OF SALE:

The sale and transfer of ownership of the Products to a Buyer under the Order shall only be deemed to take place in Buffalo, New York. These Conditions and any Order in which they are incorporated, shall be governed by and construed in accordance with applicable Federal laws of the United States of America and the laws of the State of New York. The appropriate New York Federal or State court shall have exclusive jurisdiction arising out of the Order. If any of these terms are held invalid or unenforceable, that part will be deemed modified as necessary to make it effective, and the remaining provision of these terms will remain in effect.