Terms and Conditions

These General Terms and Conditions of Purchase of Parts and Services (“Terms and Conditions”) explain the rules and conditions under which Yingling Aviation, LLC (hereinafter referred to as “Company”) provides parts and services.

1. General

The Proposal accompanying these Terms and Conditions, together with all subsequent work authorizations submitted to Customer by Company that are accepted by Customer, any change orders submitted by Customer that are accepted by Company, and all other documents relating to the parts to be delivered and services to be performed by Company, are subject to these Terms and Conditions (collectively, the “Proposal”). The Proposal is for informational purposes only and shall not become a binding agreement unless signed by Customer and returned via electronic mail to Company at its principal place of business in Wichita, Kansas, and accepted by Company within thirty (30) days from the date of the Proposal, unless sooner revoked by Company or rejected by Customer.

2. Deposits and Progress Payments

(a) Paint, Aircraft Services, Interiors and Avionics Departments:

When services are performed for these departments, associated with a signed Proposal exceeding One Hundred Thousand Dollars ($100,000.00), one-third (1/3rd) of the approved Proposal amount is required prior to aircraft input, and one-third (1/3rd) paid at the originally scheduled mid-point of the project.

(i) Change Orders: Any change orders made during the project requiring additional parts or labor, beyond the original Proposal, will be billed on the final invoice.
(ii) Progress Payments: Company reserves the right to request a progress payment at any time during the project.
(iii) Short-term Services: When services are scheduled for less than thirty (30) days and a significant change order is required (determined by Company’s sole discretion), a deposit for additional parts or labor is due upon request.

(b) Accessory Department:

Customers with a signed Proposal exceeding Twenty Thousand Dollars ($20,000.00) for the Accessory Department shall pay a fifty percent (50%) deposit upon signature of the Proposal. The deposit is due upon signature of the Proposal.

(i) Change Orders: Any change orders made during the project requiring additional parts or labor, beyond the original Proposal, will be billed on the final invoice.
(ii) Progress Payments: Company reserves the right to request a progress payment at any time during the project.

(c) Full Payment:

Unless approved otherwise by Company’s Accounting Department via electronic mail, full payment for services rendered and parts supplied is required prior to the aircraft being returned to service and released for departure.

(d) Acceptable Payment Methods:

Company check (if previously approved), credit card, or wire transfer.

(e) Deposit Policy:

A required deposit must be received prior to an aircraft being placed on the schedule. Deposits are non-refundable and will be retained by Company as liquidated damages if Customer cancels the project.

(f) Third-Party Payment:

For work covered by an approved third-party payment (e.g., insurance), Company requires acceptable proof, in its sole discretion, that Company is a properly named payee.

(g) Estimated Invoice:

If Company cannot provide a final invoice at redelivery, Customer agrees to remit payment based on an estimated invoice. Supplementary invoices will be submitted as soon as practicable. All outstanding balances must be paid in full prior to aircraft departure unless credit terms are established. Company reserves the right to assess a monthly finance charge of 1.75% for overdue payment. All payments must be in United States Dollar ($USD) and in the form of certified funds, wire transfer, or ACH. For payment or account questions, contact Company’s Accounting Department at (316) 943-3246. Exceptions to payment terms or methods require advance electronic mail approval from the Accounting Department.

3. Additional Charges

The following additional charges are not reflected in the Proposal prices and shall be paid by Customer to Company upon demand, if applicable:

(a) Rework/Additions: Charges for any rework of, or additions to, Customer-furnished engineering.
(b) Part Repair: Repair of any customer-furnished parts, material, or equipment found unsuitable for its intended use.
(c) Third-Party Invoices: Charges of a third party that provided services or parts, where invoices were received after Company’s final invoice at redelivery.
(d) Flight Related Costs: Charges for fuel, oil, insurance, and flight crews required for flight testing, certification, and redelivery flights.
(e) Overtime: Overtime charges for work performed to meet Customer’s requested acceleration of the completion date. Overtime costs will be estimated, and a revised Proposal forwarded for approval, allowing Customer to pay overtime or adjust the redelivery date.
(f) Certification Costs: Additional certification costs to bring existing aircraft systems into compliance, including FAA Designated Airworthiness Representative or FAA Designated Engineering Representative engagement costs, billed on a time and material basis.
(g) Replacement Parts: Necessary replacement parts.
(h) Core Rejections: Cores returned for credit that are rejected, charged additional fees for excessive damage, or for overhaul charges.
(i) Hazardous Waste Fee: A hazardous waste fee equal to 1.45% of the final invoice will be charged to any paint-related work for disposal.
(j) Shipping and Handling: A shipping and handling fee equal to 1.25% of the final invoice for avionics installation. A shipping and handling fee equal to 2.25% of the final invoice on all other MRO activity.
(k) Consumable Charge: A 4% consumable charge will apply to all billed labor charges not to exceed $2,500.00.
(l) Customer-Supplied Parts Handling: A 15% handling fee will be assessed for all customer-supplied parts and services.

4. Place and Time of Performance

The price in the Proposal is based on all services being performed at Company’s facilities in Wichita, Kansas. Company will attempt to schedule performance for Customer’s convenience, subject to availability of materials, parts, hangar and shop space, and labor. Unless otherwise agreed in writing, Company’s performance shall be conducted during regular working hours.

5. Changes in Design

Company has the right to incorporate minor changes in design, construction, installation, and substitute equivalent equipment, accessories, parts, or material where deemed necessary to improve product control, performance, reliability, utility, manufacture, or appearance. If specified materials are not readily procurable due to governmental prohibitions, restrictions, or priorities, Company has the right to substitute other suitable materials.

6. Limited Workmanship Warranty

Maintenance and modification workmanship (i.e., a defect because of Company’s services and labor) is warranted against defect for a period of ninety (90) days following delivery of the aircraft to Customer, or one hundred eighty (180) days for propeller overhauls. New miscellaneous wiring and hardware in avionics modifications are warranted for one (1) year. Complete strip and paint workmanship is warranted for two (2) years, with exceptions for rivet popping and cracking along sealed seams as reflected in the Proposal. These warranties apply only if:

(a) The alleged defect is discovered during the applicable warranty period.
(b) Customer provides written notice to Company no later than the earlier of thirty (30) days after actual or constructive knowledge of the defect and the expiration of the warranty period.
(c) The notice sets forth a detailed written description of the alleged defect and its discovery date.
(d) The aircraft/product is returned to Company’s facilities in Wichita, Kansas, at Customer’s expense.
(e) The repair work is performed by Company employees at its facilities in Wichita, Kansas, during normal business hours.

This limited warranty does not apply to Customer-supplied parts, nor does it cover labor to remove, replace, or troubleshoot issues with Customer-supplied parts.

7. Limited Parts Warranty

Company does not warrant parts, material, components, equipment, or services supplied/performed by other companies, but agrees to use its best efforts to ensure that suppliers’ and subcontractors’ warranties are extended to cover and be enforceable by Customer. Company will act for its Customers in processing claims or adjustments arising from defective parts, materials, components, equipment, or services in accordance with such suppliers’ and subcontractors’ warranties.

These warranties are the only warranties made by Company. Repair or replacement as provided herein shall be the exclusive remedy for a breach of the warranties given herein. These warranties shall not apply to any installation which, in the judgment of Company, has been repaired or altered to adversely affect its performance or reliability, or which has been subjected to misuse, negligence, or accident.

8. Disclaimer of Warranties

COMPANY MAKES NO IMPLIED WARRANTY OF ANY KIND AND, TO THE FULLEST EXTENT PERMITTED BY LAW, SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND DISCLAIMS ANY WARRANTIES ARISING BY USAGE OF TRADE OR BY COURSE OF DEALING.

9. Limited Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY’S LIABILITY ON ANY CLAIM OF ANY KIND RESULTING FROM THE PERFORMANCE OF WORK DESCRIBED IN THE PROPOSAL, OR BREACH THEREOF, SHALL IN NO CASE EXCEED THE PRICE ALLOCABLE TO THE PRODUCT, PART OR THE SERVICES OR LABOR WHICH GIVES RISE TO THE CLAIM AND, IN ANY EVENT, WITHIN THIRTY (30) DAYS FROM THE DATE OF OCCURRENCE OF THE CLAIM UNLESS THE PARTIES HAVE AGREED IN WRITING TO A DIFFERENT CLAIM PERIOD. UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR ANY PUNITIVE OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY TYPE OF CLAIM FOR DOWN TIME OF THE AIRCRAFT, DIMINUTION IN THE VALUE OF THE AIRCRAFT AND/OR LOSS OF REVENUE.

10. Title; Lien

Title to the work performed by Company passes to Customer when Customer takes delivery of the airplane/product. Customer grants to Company a continuing, first priority security interest in and lien upon the aircraft and all parts and equipment installed on the aircraft, and any proceeds thereof (collectively, the “Collateral”) to secure prompt repayment of any and all amounts owed by Customer to Company. Should Customer stop communication with Company, Company reserves the right to foreclose upon the Collateral and to sell the Collateral in accordance with the Uniform Commercial Code as adopted in the State of Kansas or as otherwise permitted by applicable law. Company’s security interest shall attach upon execution and delivery of the Proposal. Company expressly reserves the right to assert a mechanics’ lien against the aircraft. Enforcement shall be in accordance with applicable state and federal law.

11. Inspection Flat Rate

Inspection labor Proposals include flat-rate labor for complete inspection in accordance with manufacturer’s current inspection manual requirements or Customer’s FAA approved aircraft inspection program.

12. Taxes

Proposal pricing does not include any applicable sales tax. Currently, Kansas state law (KSA 79-3606(g)) does not require Company to charge Kansas sales tax on aircraft repair, modification, replacement parts, and services employed in remanufacture, modification, and repair of aircraft. Customer could be subject to sales and use tax laws of its jurisdiction and should seek its own tax advice. All federal, state, or local taxes applicable to sales, possession, use, or transportation of articles sold or work performed, and all duties, imposts, tariffs, or other similar levies, shall be added to the invoice and paid by Customer, unless Customer furnishes an appropriate certificate of exemption satisfactory to Company. Customer shall indemnify and hold Company harmless from the payment or imposition of any tax or levy imposed, together with any penalties, interest, or reasonable attorneys’ fees.

13. Pricing

Pricing is subject to change by the original equipment manufacturer or other suppliers without notice to Company. Customer acknowledges and agrees that Company reserves the right to modify any Proposal to reflect any such price increases upon notice to Customer. Once Customer has been notified, the Proposal shall be deemed to have been modified as if Customer submitted a change order.

14. Delays

Company shall not be liable for delays in delivery, performance, or failure to perform, manufacture, or redeliver due to causes beyond its reasonable control, including, without limitation, pandemics, acts of God, acts of Customer, acts of government or military authority, increases in scope of work requested by Customer, condition of the aircraft, delays in transportation or shortages of parts, or inability due to causes beyond reasonable control to obtain necessary labor, materials, utilities, components, or manufacturing facilities.

15. Insurance

Customer shall be responsible for maintaining insurance on the aircraft, including hull insurance, equal to or greater than the value of Customer’s aircraft during the performance of the work or services.

16. Authority

Anyone signing for Customer represents that he or she is duly authorized to sign the Proposal and any change orders or other related documents, and confirms that he or she is acting as Customer’s duly authorized agent and is unequivocally authorized to bind Customer to the Proposal, any work authorization, and any change orders or other related documents.

17. Modifications

(a) Contingent on Documentation:

Modification Proposals, unless otherwise agreed to in writing, are contingent upon Customer supplying Company with existing avionics, electrical, and aircraft prints, drawings, and diagrams that accurately represent the current condition of the aircraft. Should discrepancies be found that cause Company additional work, Customer shall be notified, and additional estimates shall be executed detailing cost and downtime impact.

(b) Undefined Work:

Work not defined will be accomplished on a time and material basis at current posted labor rates and will receive Customer’s approval prior to proceeding.

(c) Proposal Parameters:

Parameters of the Proposal could change once a detailed engineering analysis of the aircraft can be accomplished.

(d) Operation Expenses:

Proposals are exclusive of any specific aircraft operation expenses, including, without limitation, flight testing, certification expenses, and redelivery expenses described in Item 3(d), as these expenses shall be the responsibility of Customer. Certification costs may be shown as a separate item on the Proposal.

(e) Equipment Performance:

Company shall use its best efforts to ensure that all original equipment manufacturer equipment performance and compatibility specifications are as advertised but is not responsible for the original equipment manufacturer’s inability to supply equipment that delivers all its advertised features, nor is it responsible for vendor-to-vendor incompatibilities that may be discovered during the course of a modification.

(f) Interior Components:

Modification Proposals do not include pricing for removal and reinstallation, or modification, of interior components unless otherwise specified.

(g) Avionics Relocation:

Modification Proposal pricing does not include costs associated with relocation of existing avionics equipment.

18. Aircraft Storage

Due to limited aircraft storage space, during active/ongoing maintenance, Customer’s aircraft will be kept inside storage facilities. Should Customer stop communication, Company reserves the right to place Customer’s aircraft outdoors on secured tie-down. Upon completion of aircraft work, Customer shall have a grace period of three (3) days for aircraft redelivery, and any time after that will be subjected to local ramp or hangar fees. Company will not be responsible for Customer’s aircraft once the grace period has expired. Aircraft storage fees will apply to aircraft not in work or awaiting Customer approvals beyond three (3) days. Company may store Customer’s aircraft in a hangar if space is available and confirmed in writing between Customer and Customer’s project coordinator or manager. Kansas weather events can be sudden, severe, and cause considerable damage. Company’s staff will not make decisions on behalf of Customer regarding storage choice and will not be responsible for aircraft damage caused by wind, hail, tornado, or other acts of God. The choice of storage is solely the decision of Customer or Customer’s authorized representative.

19. Parts

Customer agrees that parts carrying the FAA “parts manufacturer approval” may be used unless otherwise agreed to by Company and Customer. Any parts or assemblies permanently removed from the aircraft as part of any maintenance or modification while Company is performing work for Customer shall become the property of Company unless otherwise specified in writing and agreed to by both Customer and Company.

20. Governmental Authorizations

Customer shall be solely responsible for ensuring all articles, parts, or equipment delivered by Customer to Company comply at all times with all applicable laws, including, without limitation, the United States Export Administration Regulations, International Traffic in Arms Regulations, and Customs Regulations. Customer shall not dispose of any U.S. origin item provided by Company other than in full compliance with foregoing laws and regulations, and to the ultimate destination specified in Customer’s purchase order and approved government license(s) or authorization(s), except as permitted. Customer must timely obtain any required governmental authorizations, including import or export licenses and exchange permits. Customer shall remain importer/exporter of record, regardless of Company’s assistance. Company shall not be liable if any authorization is delayed, denied, revoked, restricted, or not renewed, and Customer shall not be relieved of its payment obligation.

21. Compliance with Law

Customer, by signing the Proposal, represents and warrants to Company that neither Customer nor any person with a direct or indirect interest in Customer is a person with whom a U.S. person is prohibited from transacting business of the type contemplated by the Proposal, whether such prohibition arises under U.S. law, regulation, executive orders, and lists published by the Department of Treasury’s Office of Foreign Assets Control (“OFAC”) (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. Customer and, to Customer’s knowledge, each shareholder, member, or partner, as applicable, of Customer is (i) not identified on OFAC’s Specially Designated Nationals and Blocked Persons List (“OFAC’s List”) maintained by OFAC or the Department of Treasury and/or on any other similar list maintained and published by OFAC pursuant to any authorizing statute, executive order, or regulation, (ii) in compliance with OFAC regulations (including those named on OFAC’s List) and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto, (iii) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or executive order of the President of the United States and (iv) have not been indicted for or convicted of any Patriot Act Offense. None of the funds or other assets of Customer constitute property of any Embargoed Person (as hereinafter defined) and, to Customer’s knowledge, no Embargoed Person owns any interest in Customer. The term “Embargoed Person” means any shareholder, member, or partner, as applicable, of Customer that is subject to trade restrictions under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C.§1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any executive orders or regulations promulgated thereunder with the result that such investment in Customer is prohibited by law. Upon request, Customer shall supply such information necessary for Company or Company’s agents, or any escrow agent to complete necessary “Know Your Customer” review.

22. Governing Law

These Terms and Conditions, the Proposal, and any other documents associated with the Proposal, or the work performed by Company thereunder shall be governed by the laws of the State of Kansas and any action brought by either Customer or Company shall be brought in the Kansas state District Court sitting in Sedgwick County, Kansas.

23. Disputes

Customer and Company shall make a good faith effort to resolve any dispute arising out of, connected with, or incidental to the relationship between any of them in connection with the Proposal, these Terms and Conditions, or any services and parts provided by Company. If Customer and Company are unable to resolve their differences, then any remaining disputed issues shall be submitted to the court identified in Item 24; however, Company reserves the right to file an action in any jurisdiction for the purpose of foreclosing on the lien described in Item 10 or to enforce any judgment against Customer. CUSTOMER AND COMPANY HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CAUSE OF ACTION, CLAIM, OR DISPUTE BETWEEN CUSTOMER AND COMPANY ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM, INCLUDING, WITHOUT LIMITATION, THE MATTERS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH DISPUTE SHALL BE RESOLVED IN COURT IN A BENCH TRIAL WITHOUT A JURY.

24. Attorneys’ Fees

In the event suit or action is instituted on account of the breach of the Proposal or these Terms and Conditions by either party, the losing party shall pay the prevailing party such additional sum as the court may adjudge reasonable as attorneys’ fees in such suit or action, including any appeal thereon.