Terms & Conditions

Standard terms and conditions of sale

1. Definitions and Interpretation
1.1. Definitions:

• Business Day: a day other than a Saturday, Sunday, or public holiday in Florida, when banks in Florida are open for business.

• Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

• Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.4.

• Contract: the contract between the Supplier and the Customer for the sale and purchase of the Parts in accordance with these Conditions.

• Customer: the person or firm who purchases the Parts from the Supplier.

• Delivery Location: has the meaning given in clause 3.1.

• Force Majeure Event: an event, circumstance, or cause beyond a party’s reasonable control.

• Order: the Customer’s order for the Parts, as set out in the Customer’s purchase order form.

• Parts: the aircraft parts set out in the Order.

• Supplier: NELSON PARTS, LLC incorporated under the laws of Florida, USA, having its registered address is at 756 S Military Trail, Deerfield Beach, Florida, FL 33442, USA.

• Warranty Period: means the warranty period specified in clauses 4.1 and 4.2.

1.2. Interpretation:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its personal representatives, successors and permitted assigns.

(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written excludes fax.
 

2. Basis of contract
2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2. The Order constitutes an offer by the Customer to purchase the Parts in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order submitted by the Customer are complete and accurate.

2.3. The Order shall only be deemed to be accepted when the Supplier issues a written acknowledgement of the Order, at which point and on which date the Contract shall come into existence.

2.4. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.5. Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Parts referred to in them. They shall not form part of the Contract nor have any contractual force.

2.6. A quotation for the Parts given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue and subject to a prior sale.

2.7. Cancellation of Orders may not be made without the written consent of Supplier. Specially ordered Parts may not be cancelled without payment to Supplier of all expenses involved, and such cancellation must be approved in writing by Supplier. The minimum Order is US$100.
​

3. Delivery
3.1. All Parts purchased by Customer shall be delivered Ex Works (Incoterms 2020) the Supplier’s premises at or such other location as may be advised by the Supplier prior to delivery (Delivery Location). The Customer shall collect the Parts from the Delivery Location within five Business Days of the Supplier notifying the Customer that the Parts are ready.

3.2. Delivery is completed on the completion of loading of the Parts at the Delivery Location.

3.3. The export or re-export of commodities, technology or software from the United States is controlled by United States law which prohibits 1) export to North Korea, Iran, Cuba, Syria or Sudan, or 2) to any other country or end user(s) to which shipments are prohibited unless otherwise authorized by the United States. Commodities, technology or software controlled by United States law must be exported in accordance with the Export Administration Regulations of the Department of Commerce. Should Customer decide to export any part purchased from Supplier, Customer must verify the proper export classification of the parts and determine if an export license or exception is required by the Export Administration Regulations. Supplier in no way accepts responsibility for assigning a classification to Customer’s export shipments. Customer agrees to comply fully with the export control laws and regulations of the United States and acknowledges that diversion contrary to United States law is prohibited.

3.4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Parts that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Parts.

3.5. If the Supplier fails to deliver the Parts, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Parts. The Supplier shall have no liability for any failure to deliver the Parts to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Parts.

3.6. If the Customer fails to take delivery of the Parts within five Business Days of the Supplier notifying the Customer that the Parts are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract in respect of the Parts:

(a) delivery of the Parts shall be deemed to have been completed at 9.00 am on the fifths Business Day after the day on which the Supplier notified the Customer that the Parts were ready; and

(b) the Supplier shall store the Parts until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

3.7. If ten Business Days after the day on which the Supplier notified the Customer that the Parts were ready for delivery the Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Parts and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Parts or charge the Customer for any shortfall below the price of the Parts.​

​

4. Warranty

​4.1. The Supplier warrants that the following Parts will be free from defect in material or workmanship in accordance with the following warranty schedule based upon the condition code of the Parts:

(a) Factory New (FN) or New Surplus (NS): Remaining OEM warranty or thirty (30) days from date of sale, whichever is longer;

(b) Overhauled (OH) or Serviceable (SV): Remaining repair facility warranty or thirty (30) days from date of sale, whichever is longer.

4.2. The Supplier warrants that the following Parts can be repaired or overhauled in accordance with the following warranty schedule based upon the condition code of the Parts:

(a) Repairable (RP) or As Removed (AR): 30 days from date of sale and subject to a repair ceiling.

4.3. The warranties provided in clauses 4.1 and 4.2 above are subject to the following exclusions:

(a) Parts sold “As-Is” carry no warranty regardless of the condition code of the Part and may not be returned;

(b) any Part sold for less than US$500 is sold “As-Is” and may not be returned.

4.4. Subject to clause 4.5, if:

(a) the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all of the Parts do not comply with the warranty set out in clauses 4.1 and 4.2;

(b) the Supplier is given a reasonable opportunity of examining such Parts; and

(c) the Customer (if asked to do so by the Supplier) returns such Parts to the Supplier’s place of business,

the Supplier shall, at its option, repair or replace the defective Parts, or refund the price of the defective Parts in full.

4.5. The Supplier shall not be liable for the Parts’ failure to comply with the warranty set out in clauses 4.1 and 4.2 if:

(a) the relevant Part has been modified or subjected to misuse, neglect, improper installation, corrosion, or accident, or which has been maintained, repaired or stored other than as directed in the applicable maintenance, installation, operation or technical instructions;

(b) the Customer alters or repairs such Parts without the written consent of the Supplier;

(c) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.

4.6. Repair or replacement of any Part under the warranty set out in clauses 4.1 and 4.2 will not extend the Warranty Period or create a new warranty period. Any Part repaired or replaced will be warranted for the remainder of the Warranty Period originally applicable to the Part repaired or replaced.

4.7. The warranty set out in clauses 4.1 and 4.2 does not cover normal maintenance expenses or consumable items, removal or installation of the Parts or resultant damage to other parts.

4.8. Except as provided in this clause 4, the Supplier shall have no liability to the Customer in respect of the Parts’ failure to comply with the warranty set out in clauses 4.1 and 4.2.

4.9. SUPPLIER’S EXPRESS LIMITED WARRANTIES AND THE REMEDIES THEREUNDER ARE EXCLUSIVE AND GIVEN IN PLACE OF (a) ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WHETHER WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR IMPLIED WARRANTY ARISING FROM PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, AND (b) ALL OTHER OBLIGATIONS, LIABILITIES, RIGHTS, CLAIMS OR REMEDIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY RIGHTS OR REMEDIES IN CONTRACT, TORT, STRICT LIABILITY OR ARISING FROM NELSON PARTS’ NEGLIGENCE, ACTUAL OR IMPUTED. SUPPLIER’S OBLIGATIONS AND CUSTOMER’S REMEDIES UNDER SUPPLIER’S EXPRESS LIMITED WARRANTIES ARE LIMITED TO SUPPLIER’S CHOICE OF REFUND, REPAIR OR REPLACEMENT ON AN EXCHANGE BASIS AND SUBJECT TO PRORATION AND EXCLUDE LIABILITY FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LIABILITY OF CUSTOMER TO A THIRD-PARTY OR FOR ECONOMIC LOSS, REPLACEMENT COSTS, COST OF CAPITAL, LOST REVENUE, LOST PROFITS, OR LOSS OF USE OF OR DAMAGE TO AN AIRCRAFT, ENGINE, COMPONENT OR OTHER PROPERTY.

​

5. Title and risk

The title and risk in the Parts shall pass to the Customer on completion of delivery.

​

6. Price and payment

​6.1. The price of the Parts shall be the price set out in the Order.

6.2. The price of the Parts:

(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b) excludes the costs and charges of packaging, insurance and transport of the Parts.

6.3. The Supplier may invoice the Customer for the Parts at any time before or after the completion of delivery, and may require that the invoice is paid prior to delivery.

6.4. The Customer shall pay each invoice submitted by the Supplier:

(a) within the number of days specified in the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

6.5. If the Customer fails to make a payment due to the Supplier under the Contract within thirty (30) days from the due date, then, without limiting the Supplier’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.5 will accrue each day at 1.5% per month.

6.6. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding.

6.7. Supplier may at any time change or withdraw any credit terms previously extended to Customer. In the event that any payment shall become past-due, Supplier may at its option and in addition to any other rights it may have, suspend further shipments of any Parts until all such indebtedness has been fully paid. Supplier shall retain a purchase money security interest in all parts sold to Customer until payment in full for all such parts is received by Supplier, and Customer hereby agrees to promptly execute and deliver to Supplier such further documents as Supplier may request to perfect such security interest, including, without limitation, security agreements and financing statements to be filed with the Federal Aviation Administration (FAA).​

​

7. Returns

No Part may be returned to Supplier without Supplier’s prior written consent and the issuance of a Return Material Authorization (“RMA”) by Supplier, and in accordance with instructions furnished by Supplier, postage prepaid by the Customer. ALL RETURN SHIPMENTS MUST BE IDENTIFIED BY THE APPLICABLE RMA NUMBER. All Parts removed from service must be returned in “as removed” condition and Parts failing bench check must be returned “as sold” without alteration or repair, otherwise any warranty to such Part will be immediately terminated. All returned Parts must be accompanied by the original documentation. Any Part returned will be subject to a 15% restocking fee (except for returns under clause 4.4), as well as a recertification charge when applicable. Supplier will not process or honor warranty claims on past-due accounts.
 

8. Limitation of liability

8.1. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.

8.2. References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.3. Nothing in the Contract limits any liability for:

(a) fraud or fraudulent misrepresentation;

(b) any liability that legally cannot be limited.

8.4. Subject to clause 8.3, the Supplier’s total liability to the Customer shall be limited to the value of the Order and in no event shall exceed US$100,000.

8.5. Subject to clause 8.3, the following types of loss are wholly excluded:

(a) loss of profit.

(b) loss of business;

(c) depletion of goodwill and/or similar losses.

(d) loss of anticipated savings;

(e) loss of contract;

(f) loss of use;

(g) loss or corruption of data or information; or

(h) any special, indirect, incidental, consequential or pure economic loss, costs, damages, charges or expenses whatsoever (howsoever caused) which arise out of or in connection with the Contract.

8.6. This clause 8 shall survive termination of the Contract.
 

9. Termination

9.1. Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within ten (10) days of that party being notified in writing to do so;

(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

9.2. Without limiting its other rights or remedies, the Supplier may suspend provision of the Parts under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

9.3. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

9.4. On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Parts supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.

9.5. Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

9.6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

​

10. Force majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 30 days, the party not affected may terminate the Contract by giving 5 days’ written notice to the affected party.

​

11. General

11.1. Indemnity

By accepting the delivery of the Parts Customer agrees to defend, protect and hold harmless the Supplier, its shareholders, officers, directors, employees, consultants, agents, successors, and assigns from and against all suits at law or in equity, and from all damages, liabilities, taxes, expenses (including reasonable attorneys’ fees and expenses) claims and demands related to the purchase of such Parts, or Customer’s violation of any export laws or sanctions.

11.2. Assignment and other dealings.

(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

11.3. Entire agreement.

(a) The Contract constitutes the entire agreement between the parties.

(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

11.4. Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.5. Waiver.

(a) Except as set out in clause 2.4, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

11.6. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 11.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.7. Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to the addresses notified by the parties to each other in writing.  

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

11.8. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of Florida.

11.9. Jurisdiction. Each party irrevocably agrees that the federal courts of Broward County, Florida shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation. The Secretary of State of Florida is hereby made the Customer’s agent for service of process.