Sales Terms & Conditions

Acceptance: Buyer’s purchase order is accepted subject to the following terms and conditions and no others unless the same has been consented to in writing by Seller. The placing of the order by Buyer shall be conclusive evidence of the Buyer’s approval of, and consent to, the terms and conditions herein contained.

Prices: Are valid for 30 days unless otherwise stated from the date of quotation and are subject to change without notice as stipulated by the OEM at receipt of order. Any changes will be advised to Buyer before proceeding with order. All prices are F.O.B. Seller’s factory at point of origin, unless otherwise stated and do not include cartage, insurance, taxes, imposts, or any similar charges.

Performance/Deliveries: Seller shall not be liable for delays in delivery, performance, or failure to perform, manufacture, or deliver due to (1) causes beyond its reasonable control, or (2) acts of God, acts of the Buyer, acts of civil or military authority, Government priorities, tires, strikes, floods, epidemics, war, riot, delays in transportation, or shortages, or (3) inability due to causes beyond its reasonable control to obtain necessary labor, materials, utilities, components, or manufacturing facilities. In the event of any such delay, the date of performance/delivery shall be extended for a period as may be reasonably necessary to compensate for any such delay.

Changes: No change shall be made in drawings and specifications relating to the order without the written consent of Seller. Subject to the foregoing, Buyer, by written order, may make changes in shipment, or packing of articles. If any such change increases or decreases the cost of, or the time required for performance of the order, or otherwise affects any of the provisions of the order, an equitable adjustment shall be made in the price or delivery schedule, or both, and in such other provisions of the order as may be so affected, and the order shall be modified in writing accordingly. Any claim for adjustment hereunder may be asserted at any time prior to the final settlement of the order.

Warranty:

1a. Seller’s responsibility for brokered parts shall conform to the OEM vendor’s warranties, or any other period of service life, or performance granted in writing by the seller, whichever is earlier.
1b. Seller’s responsibility for stock parts sold from Western Air International inventory shall be warrantied in accordance with WAI’s “Inspection” section of WAI’s Terms and Conditions.

2. These warranties will not apply if the articles or any parts thereof have been subjected to (1) any maintenance, overhaul, installation, storage, operation, use, handling, or environment which is improper or not in accordance with Seller’s instructions; (2) any alteration, modification, or repair by anyone other than Seller or its authorized representative; or (3) any accident, misuse, neglect, or negligence after delivery by Seller. The warranty shall not apply to any article to the extent that the defect or nonconformity is attributable to any part not supplied by or approved by Seller.

Inspection: The Buyer shall inspect and accept or reject products delivered pursuant to the order immediately after Buyer takes custody of such products. In the event the products do not comply with the applicable Seller drawings, the Buyer shall notify the Seller of such noncompliance and give the Seller a reasonable opportunity to correct any such noncompliance. The Buyer shall be deemed to have accepted any products delivered hereunder and to have waived any such noncompliance in the event Seller does not receive notification that the products delivered hereunder to not comply with the Seller’s drawings, within three (3) business days after the Buyer takes custody of the products delivered hereunder.

Facility Inspection: Seller agrees that its plant, or such parts thereof, as may be engaged in performance of the sale shall be subject to inspection by Buyer and its authorized representative during normal business hours.

Cancellation: Buyer reserves the right to cancel any portion of the order affected by a default of Seller or any insolvency or suspension of Seller’s operations or any petition filed or proceeding commenced by or against Seller under any state of federal law relating to bankruptcy, arrangement, reorganization, receivership or assignment for the benefit of creditors.

Export: Unless otherwise agreed, Buyer shall be responsible for compliance with the export control laws and regulations of the U.S. Government and when required by such laws and regulations shall obtain validated export and re-export licenses required for goods, services and technical data delivered under the order. Seller shall not be liable to Buyer for any failure to provide goods, services or technical data as a result of any following U.S. Government actions; (1) refusal to grand export or re-export license; (2) cancellation of export or re-export license; (3) any subsequent interpretation of U.S. export laws and regulations, after the date of the order, that limits or has a material adverse effect on the cost of Seller’s performance on the order.

Shipments: Shipments are normally made by the carrier you specify. In the event your order does not indicate a carrier, we shall select one, but we cannot be held responsible for selecting the cheapest or fastest one. Except for obligations stated under “Warranty” and “Patents”, our responsibility for merchandise ceases upon delivery to the carrier. In the event of loss or damage during shipment, your claim should be made against the carrier. If notified, we will render all possible assistance in securing satisfactory adjustment. Claims for shortages must be made within 30 days after shipment.

Confidential: The Buyer agrees that it will not disclose or make available to any unauthorized third party any Seller’s Data or other information pertaining to the order, which is proprietary to Seller without obtaining Seller’s prior written consent.

Taxes: The amount of all Federal, Provincial, or local taxes applicable to the sale, use, delivery, or transportation of the articles sold hereunder and all duties, imposts, tariffs, and other similar levies shall be added to the order price and paid by the Buyer except where the Buyer shall furnish appropriate certification of exemption there from.

Partial Shipments: Unless agreed otherwise at the time your order is accepted, we reserve the right to make partial shipments, and to submit invoices for partial shipments payable in accordance with our standard terms.

Returned Material: In no case are goods to be returned without first obtaining our written permission and instructions. Only unused material as currently manufactured, which has been invoiced to customers within 7 days, will be considered for return. Material accepted for credit is subject to a minimum service charge of 25% plus all transportation charges. Goods must be securely and properly packed, to reach us without damage.

Applicability: A Buyer’s non-cancelable purchase order (“Order”) to purchase certain materials, components, intermediate assemblies, end products, software, documentation, services and any other deliverables (collectively, the “Products”). Seller hereby accepts Buyer’s attached order. The terms and conditions of sale for all Orders shall be established solely by these Terms and Conditions of Sale. Except to the extent expressly permitted by the “Orders” clause hereof, all terms and conditions contained in all Orders shall be excluded. Seller shall not be deemed to have waived any provisions of these Terms and Conditions of Sale by failing to object to provisions that may appear on, be incorporated by reference in, or be attached to any Order. This Terms and Conditions of Sale shall apply to all Orders whether referenced in such Order.

Defense Articles: Consistent with current U.S. laws and regulations pertaining to the sale of military equipment application and end use of product must be acquired and retained by the manufacturer and seller. A U.S. government solicitation or contract number is acceptable in lieu of application and end user. In the event an application, end user or U.S. government solicitation or contract number is not provided at the time of quotation/purchase order submittal, Buyer’s document(s) will not be accepted.

Products that are identified as Commercial/Dual Usage may require this information.

*These Terms and Conditions may change without prior notice*

Note: Any printed version of Western Air International Terms & Conditions is considered an uncontrolled copy.

Updated: 7/15/2025