FORTE A ROM EXIM SRL.
dba FAR STATION 145
Bucharest, Romania Europe.
www.farstation145.com

GENERAL COMMERCIAL TERMS AND CONDITIONS OF
FORTE A ROM EXIM SRL
APPLICABLE TO ANY COMMERCIAL TRANSACTION

BETWEEN:

(1) Forte A Rom Exim Srl, Bucharest, Romania, company registered under the laws of Romania ("Seller"), having Registration Number with the Romanian Register of Commerce CUI: 8222614.., and its Broker (if specified in writing on the Buyers pro-forma and/or invoice send by either party),

(2) the Buyer, and/or End User as specified in the Purchase Documents.

Buyer shall purchase from Seller and Seller shall sell to Buyer each Part upon and subject to these terms & conditions.

1. DEFINITIONS

"Part" means each part available to be sold by Buyer to Seller;

"Purchase Documents" means and any quote, purchase order raised by Buyer or invoice provided by Seller in relation to a Part;

"Purchase Price" means the price quoted for a Part plus any applicable shipping and packaging costs.

"Trace Documents" means the paperwork provided by Seller in relation to a Part, being: (if specially requested by the BUYER and confirmed by the Seller in writing on the proforma invoice and/or invoice)

(a) For "overhauled" “OH” or "serviceable" Parts; “SV”

(i) release to service tag (Federal Aviation Administration “FAA” & European Aviation Safety Agency “EASA” as minimum),

(ii) non-incident/incident statement from last operator,

(iii) Bill of Sale in relation to the aircraft engine on which such Part was installed,

(iv) vendor certificate of conformity/material certification,

(v) back to birth traceability for life limited parts,

(vi) removal tag, non operation/storage statement;

(b) For "as removed" Parts;

(i) non-incident/incident statement from previous operator,

(ii) bill of sale in relation to the aircraft engine on which such Part was installed,

(iii) vendor certificate of conformity/material certification,

(iv) back to birth traceability for life limited parts and

(v) removal tag from engine;

(c) For new Parts or new surplus Parts; memorandum of shipment or equivalent document.

„Customer Reference:” row and/or description represent the supply of a part a component or product which to the best of our knowledge and believe are in accordance with the requested part but we cannot guarantee the part fitment, function or airworthiness. The supplied part may be used under buyer responsibility and it is not refundable or exchangeable.

2. REPRESENTATIONS AND WARRANTIES

2.1 Each of Seller and Buyer represents and warrants to the other that:

(a) It is duly incorporated and is validity existing under the laws of its jurisdiction, has the power and authority to carry on its business and has authority and legal right to enter into, deliver and perform the obligations under the Purchase Documents and these terms & conditions.

(b) The Purchase Order, Invoice and /or invoice and these terms & conditions constitute legal valid and binding obligations. The proforma invoice, invoice represents final offer and supersedes any other provisions.

(c) The performance of its obligations hereunder and under the Purchase Documents ,Seller Proforma Invoice, Invoice and these terms & conditions by it will not violate any law, regulation, order, decree, judgment, or permit, or its constitutional documents, or any mortgage, charge, deed, contract, agreement or other undertaking or instrument to which it is a party;(if applicable in accordance with final provisions as stated on the Proforma Invoice / Invoice)

(d) Every consent, authorization, license or approval of, or registration with, or declaration to, governmental or public bodies or authorities or courts required has been obtained or made and is in full force and effect.(if it is applicable)

2.2 Further Seller representations: Seller further represents and warrants to Buyer that:

(a) On delivery of a Part “PN”, Seller shall be the legal and beneficial owner of such Part;

(b) Such Part shall not have been:

(i) obtained by the Seller from any military source or from the government of the United States of America;

(ii) shall have been removed not subject to extreme stress or heat or immersed in salt water (as in a major engine failure, accident, incident or fire).

2.3 Buyer hereby confirms that it is aware that Seller is not a JAR/EASA 145 or US FAA 145 Qualified Maintenance Provider.

2.4 The Seller terms and conditions hereby described are hereby accepted by the Buyer once payment for the purchase order has been made to Seller or Broker.  The written notification on the Pro-forma and/or Invoice of the phrase: “General Terms and Conditions of Forte A Rom Exim S.R.L. apply” OR the phrase: “General Terms and Conditions of THE U.S. PARTS SUPPLIER apply” it is the Buyer and Buyer’s legal department responsibility to inform itself about the provisions of the Terms and Conditions. All comment and/or changes to the present „General terms and conditions” shall be made in writing in English language.

3. DELIVERY AND ACCEPTANCE

3.1 Delivery of Parts shall take place on an as-is, where-is (in its then current condition), subject to these terms & conditions, at the facilities of Seller, not cleared for export and not loaded on any collecting vehicle, to be collected by Buyer or Buyer's authorized representative on such date as specified by Seller or otherwise agreed between the parties.

(b) Delivery of Parts for export customers may also take place as agreed upon between the parties, at the address indicated by the Buyer, to be collected by the Buyer from an authorized transport agent chosen by the Seller, with export documents, permits and licenses to be cleared by the Seller based on the documents presented by the Buyer.

(c) Failure of the Buyer to present within 4 (weeks from signing of the invoice and or proforma-invoice notifying the requested export documents will result in the termination of the present contract and the amounts paid by the Buyer are non-reimbursable and considered as contractual damages.(if applicable)

3.2 Purchase Price & Payment In relation to a Part:

(a) Payment terms shall be set out in the pro-forma invoice.

(b) Payments shall be made in full in US$ or Euro, as agreed by the parties, without any set-off, counter claim, deduction or withholding.

(c) Buyer shall reimburse Seller for any sales taxes, duty or surcharge imposed by any federal, state or local governments.

(d) Interest shall accrue on unpaid amounts at 0.5% per day until full amount of the purchase order or orders until the date of receipt.

(e) Partial delivery or split delivery must be notified under the Buyer Purchase order and confirmed  on the Seller Invoice/Proforma invoice. Otherwise the Seller reserves the right not to perform shipment until matters are cleared.

(f) If the initial offer is made from a more items that ordered, the Seller reserves the right to modify the sale price if the Buyer did not purchase the agreed package deal.

(g) If the Buyer is manifesting a non-business behavior by seeking Seller source the Buyer can cancel the Purchase Order in writing and bill the Seller for 50% cancelation fee.

3.3 Buyer shall conduct an inspection of the Part only in approved 145 facilities as per the IPC or CMM Aircraft, Engine or Component Maintenance Manual within 24 hours from the receipt of the parts and issue a standardized FAA 00-56 and/or ASA-100 Standard Form.Non-Conformance Report. A non-conformance report submitted after 24 hours is not accepted. Only approved 145 facilities non-conformance reports are accepted. RMA (return material authorization) number shall be provided only all the conditions of the present terms and conditions are met.

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3.4 Upon receipt by Seller of the full Purchase Price for a Part, title to such Part shall pass from Seller to Buyer not withstanding that delivery may or not have been made. Exception to this rule are Parts ordered by external Buyers that are subject to export licenses, permits and/or authorizations from federal, state or local authorities and in this case the title to such part shall pass from Seller to Buyer only after said  export licenses, permits and/or authorizations are obtained by the Buyer.

3.5 Upon delivery of a Part by Seller to Buyer, risk in such Part shall pass from Seller to Buyer.

3.6 Export and Import: Buyer shall be responsible for obtaining all governmental clearances relevant to the export of a Part. Buyer shall obtain all relevant import and customs clearances and comply in full with all relevant requirements of the jurisdiction into which a Part is imported. The parties may agree in writing to appoint the Seller as responsible for obtaining all governmental clearances relevant to the export of a Part, subject to the Buyer presenting all needed export documents as required by the laws and rules governing the export.

3.7 The Seller is obligated under the USA and/or International Law as applied to request END USER information, including end user country, operator repair station. EXPORT. If any article sold hereunder is for export, Buyer shall be responsible for arranging all transportation, insurance and export clearances as required by the law. The parties may agree in writing to appoint the Seller as responsible for arranging all transportation, insurance and export clearances as required by the law, subject to the Buyer presenting all needed export documents as required by the laws and rules governing the export.

3.8 The Buyer by receiving Pro-forma Invoice and Invoice with disclaimers written on them is hereby obligated to furnish all documents in support to export regulation, End User Certificate and/or other obligations as noted on the pro-forma invoice by Seller or its Broker Agent when notified in writing.

3.9 The Buyer by receiving and paying Pro-Forma Invoice, Invoice confirms that agrees to the terms and conditions of the seller and any add-on modifications stipulated on the invoice and proforma. Proforma invoice / invoice represent final offer and conditions applicable to the order. All other purchase order / order requests and/or specifications, conditions are not taken into consideration unless accepted in a explicit written dedicated contract with the seller or written on the proforma invoice and/or invoice.

3.10 Standard delivery time is 4-6 months unless otherwise stated on the proforma invoice / invoice. Cancelled orders in this period are subject to 50% cancellation fee.

3.11 The Customer is responsible with PERFORMING A TRANSPARENT INSPECTION (this procedure is supplemental to the above listed procedures) for each shipment / purchase order he receives.  The process of opening the items, boxes, crates, packages,containers will be done transparent way by having a VOIP, Video Call, Whatapp method of communication or a similar agreeable method. The TRANSPARENT INSPECTION shall be done at the pickup location / customs office, freight forwarder location BEFORE OPENING THE BOX, CRATES AND ALL THE SEALS ARE IN PLACE, SCOTCH TAPE.  The inspection will be performed with LIVE VIDEO / AUDIO FEED.  Also he hereby acknowledges that FARSTATION145.COM reserves the right to RECORD THE LIVE feed. (any chance of the present provisions have to be requested and agreed in writing prior to the shipment of the goods / packages / crates / container).

4. ACKNOWLEDGEMENT AND DISCLAIMER

4.1 Except as expressly set out in clause 2, Seller makes no Representations or warranties whatsoever in respect of or relating to these Terms & Conditions, the purchase documents, the parts, the trace documents. Seller expressly disclaims:

(a) any express or implied representation or warranty as to condition, description, airworthiness, value, satisfactory quality, design, quality, durability, manufacture, merchantability or satisfactory quality and fitness for purpose or use of any part or operation of any kind or nature;

(b) any express or implied representation or warranty as to absence of latent, inherent or other defects (whether or not discoverable) or as to freedom from any rightful claim by way of infringement of any patent, copyright, design or other proprietary rights;

(c) any implied representation or warranty arising from course of performance, course of dealing or usage or trade;

(d) any obligation or liability of seller arising in contract or tort, whether or not arising from the negligence of seller, actual or imputed, or in strict liability, including any obligation or liability for loss of use, revenue or profit with respect to any part or any risks relating thereto or for any liability of buyer to any third party or any other direct, incidental, special or consequential damage whatsoever and howsoever caused;

(e) any obligation of buyer to any third party, or for any other indirect, incidental or consequential damages in connection with the parts;

Each provision of this clause is to be construed as a separate limitation (applying and surviving even if for any reason one or other of the said provisions is held in applicable in any circumstances).

5. RETURN CONDITIONS

5.1 Each Part will be subject to inspection and acceptance by Buyer at an 145 Authorized Facility (in accordance with the IPC and CMM manual for the described part).Any other Facility without express license145 liceence or oemshall not be taken into consideration. The inspection shall be done within 24 hours. If the Buyer intends to reject a Part on the basis that it is defective, except for Parts purchased as described in 5.2 below, it shall notify Seller in writing within 5 (five) days(unless the order is “no refund order”)following delivery, whereupon:

(a) Buyer shall return the Part together with supporting evidence to Seller who shall conduct an investigation into the purported reason for rejection;

(b) Seller shall either issue a return material authorization (“RMA”) number to Buyer in order to perform a return of a Part,only upon receiving and reviewing the non-conformance report as per provisions of point 5.1.and when no other written provision are applicable as per the proforma invoice / invoice.

(c) Buyer must request an RMA number. Upon receipt of a RMA number, Buyer shall utilize the RMA number, to receive a credit note in its favor from Seller.

(d) failure to notify Seller in writing of a claim in the manner provided herein shall constitute a waiver of such claim. Notification of any claim should be done using a same method of which the order was issued,using thesame letterhead.

5.2 Subject to clause 7.1, a Part purchased in 'as removed condition' or 'guaranteed repairable condition' may be returned on the basis of an independent report by an authorized repair agent (FAA) which shows why an 'as removed condition' or a 'guaranteed repairable condition' Part does or does not meet quality requirements to be of use once repaired. If the Buyer intends to reject a Part on this basis, it shall notify the Seller within 5 (five) days following delivery. Items in n-AR, n-OH, n-NE condition (as described in the present terms and conditions) are not returnable.

5.3 Title to validly returned Parts shall be transferred from Buyer to Seller upon receipt by Buyer of a credit note for that Part.

6. INDEMNITIES

Buyer shall indemnify and hold harmless each Seller, any owner and financier and each of its shareholders, subsidiaries, affiliates, directors, officers, servants, agents and employees and their respective successors and assigns “Seller Indemnity” in full on demand in respect of all losses, liabilities, claims, proceedings, taxes, fees, costs and expenses suffered or incurred by such Seller Indemnity (regardless of when the same are suffered or incurred) arising out of or in connection with:

(a) the purchase, manufacture, ownership, possession, registration, performance, transportation, management, sale, control, use or operation, design, condition, testing, delivery, leasing, maintenance, repair, service, modification, overhaul, replacement, removal or redelivery of the Parts following their delivery; and

(b) any damage to or destruction of any property or injury to any person or persons caused by any sort of act or omission whether negligent or otherwise, of Buyer of any employee, subcontractor, workman, servant, or agent employed by Buyer.

(c) failure of the Buyer to furnish proper End User relevant documentation and obtaining export license as required by USA and International Laws.

(d) order cancelation by the Buyer shall be done in writing on the company letterhead with full explication under the bellow provisions (unless the order is specified as “no refund order” on the proforma invoice, invoice.:

1) Free of charge within 3 (three) working days from the date of order placement if no shipping of parts has been performed.

2) Within 30 (thirty) days from the time of the purchase with a 50% (fifty percent) cancelation fee, calculated on the face value of the accepted invoice, if no faulty or defective parts have been supplied and/or in accordance with proforma invoice, invoice provisions.

3) Order cancelation shall not be accepted without written notification on Buyer’s letterhead received by verifiable means.

4) Order not delivered for over 30 (thirty) days  due to Buyer’s failure to provide full and in due time payment, shipping address and/or End User Certificate signed declaration or any other documents required by the United States or International Law where applicable shall be considered abandoned and therefor becoming property of the Seller.

5) Orders that have not been supplied and/or shipped for over 30 (thirty) days (unless clearly stated in the Purchase order or in the communications of the delivery schedule) due to customer failure to act as agreed shall be considered abandoned and therefor becoming property of the Seller. (30 days counted from the date of order placement).

6) Orders not shipped due to Buyer not fulfilling its obligations stated by purchase order, pro-forma invoice, invoice and/or export regulations are to be charged for the 30 (thirty) days of non-shipping a 0.5%(half percent) storage fee per day, calculated on the face value of the accepted invoice. (30 days counted from the date of order placement).

7) Seller and/or Broker reserve the right to put a hold on the shipping of the goods if they suspect any criminal activity and request further clarifications from the Buyer.

8) After the 30 (thirty) days the Buyer is not responsible for supplying the goods as described by the purchase order and therefor the Buyer must initiate a new request for quote to place a new order if is wishes so. Seller is not obligated by any means to guarantee same prices and conditions as in previous order. (120 days counted from the date of order placement).

9) After the 30 (thirty) days period without the written notice specifying otherwise  from the Seller any payments made by the Buyer and/or Broker will be considered non-refundable if any of the above clauses have not been solved by the Buyer, Broker and/or End User. It is the obligation of the Buyer and End User to furnish to the Seller and its Broker all necessary information and documents for the lawful completion of the order. (30 days counted from the date of order placement). Any payments shall be considered compensation for work / due dilligences performed by seller.

10) Orders cancelled by customer are subject to 50% cancellation fee if are not subject to EUC related issues or documentation furnished by the customer.

7. MISCELLANEOUS

7.1 The Purchase Documents and these terms & conditions contain the entire agreement between Seller and Buyer relating to the sale and purchase of the Parts. They shall not be varied otherwise than in writing signed by Seller and Buyer and shall not in any event be superseded by any terms and conditions of the Buyer.

Seller proforma invoice / invoice represents the final offer and final terms, note and conditions. Proforma invoice / invoice written provisions and notes supersedes Customer Purchase Order requirements and any previous quotation offer and it is the customer responsibility to verify and sign the proforma invoice/invoice and all its clauses and notifications.Proforma represents final offer as written on the proforma invoice and / or invoice. It is buyers responsibility to request any clarifications in writing on the notes, terms and conditions on the proforma invoice, invoice, request for quote and communications, website or to request a copy of the Sellers Terms and conditions.

7.2 Seller shall be excused from and shall not be liable for any delays in its performance or failure to perform under the Purchase Documents, and shall be in default for any failure to performance, due to causes beyond its control, to include, but not be limited to, acts of God, acts (or failure to act) of civil or military authority, government priorities, fires, strikes, labor disputes, work stoppage, floods, epidemics, war (declared or undeclared), riot, delays in transportation or inability to obtain on a timely basis necessary labor, materials, fuels or components. Seller shall not be liable for any delay in obtaining customs clearance of any Part if such delay is due to circumstances beyond the reasonable control of Seller. Seller shall not be liable for any delays to delivery caused by third parties. The Seller is not responsible for obtaining End User documents, it is the sole responsibility of the Broker to furnish to the Seller and/or Broker all documents as per laws and regulations.

7.3 The parties shall keep the existence and terms of the Purchase Documents strictly confidential and shall not disclose its terms to any person other than its board of directors, employees, auditors or professional legal, tax and technical advisers financiers , group companies; or as may be required by any applicable laws or regulations.

7.4 The Purchase Documents and these terms & conditions are governed by and shall be construed in accordance with the laws of the Country of Romania and International Agreements and Regulations that Romania is part of. The courts of the Country of Romania have exclusive jurisdiction to settle any dispute arising out of or in connection with the Purchase Documents and these Terms & Conditions.

7.5) The following End User License / End User Certification shall be signed by all involved entities in the transaction, including Brokers or aka middle man, and be considered an integral part of the purchase order. Also additional proof documents of the End User documents shall be supplied by the Buyer as per the specific request of the Seller. End user Certification shall be done in accordance with United States laws and / or international laws.

7.6)Explication of terms: (used in quotes, invoices, communications)

The written row “ Part Number – (PN: ) represents the final product and/or part that will be sold to the customer and can be in either format numbers or letters.

The written row “Customer Reference – (Cust Ref: )” represents to the best of our knowledge and belief a product similar to the requested product.:Our responsibility is to supply the part, product or service that is in accordance with the Seller Part Number (PN: ) written on the final offer as presented on the Proforma Invoice / Invoice. Other part number codes, writings on the invoice are just for reference but not a binding product, part number  of the order.

7.7)Condition explication:

n-OH  - Not overhauled,    n-SV  - Not serviceable,  n-NE –Not New.

OH – Overhauled

SV – Serviceable

FN/NE – Factory new

AR – As removed.

7.8) The company may issue a 6 months warranty upon installation only for items in NE or OH condition. Items in n-NE, n- OH, n-SV are not receiving any warranties and are sold as is. In order that the warranty to be enforced it must be clearly written on the invoice and / or proforma invoice. Since the sales conditions can be modified from the purchase intent until the issuing of the proforma invoice/invoice due to client / supplier discussion the warranty is not valid unless it is written on the final proforma invoice / invoice and the parts are sold as is where is.

END USE/END USER CERTIFICATION

 

To Whom It May Concern:

 

RE: COMPLIANCE WITH INTERNATIONAL AND UNITED STATES OF AMERICA AND PARTS COUNTRY EXPORT REGULATION.

It is the policy of FORTE A ROM EXIM SRL ("FORTE ") to verify the end use and end user in the sale and/or lease of aII products by FORTE to ensure compliance with applicable U.S. and International export control laws and regulations.

Because the products you are purchasing and/or leasing may be exported and used outside of the United States, please confirm the following:

1. I (We, the Buyer) will not export or re-export any products purchased and/or leased from FORTE to Cuba, Iran, Libya, North Korea, Sudan or Syria, unless otherwise authorized by the United States of America Government.
2. I (We, the Buyer) will not sell, transfer, export or re-export any products purchased and/or leased from FORTE for use in activities which involve the development, production, use or stockpiling of nuclear, chemical or biological weapons or missiles, nor use products purchased and/or leased from FORTE in any facilities which are engaged in activities related to such weapons.

3. I (We, the Buyer) acknowledge that U.S.A. law prohibits the sale, transfer, export or re-export or other participation in any export transaction involving products purchased and/or leased from FORTE with individuals or companies listed in the U.S. Commerce Department's Denied Persons List, the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of State's list of individuals debarred from receiving Munitions List items.

4. I (We, the Buyer)will abide by aII applicable U.S.A. export control laws and regulations for any products purchased and/or leased from FORTE and will obtain any licenses or prior approvals required by the U.S.A. government prior to export or re-export of products purchased and/or leased from FORTE.

5. I (We, the Buyer) agree to be bound by the export control requirements in No. 1-4 above and further agree that such requirements shall survive the completion, early termination, cancellation or expiration of the applicable purchase order, agreement or contract.

6. I (We, The Buyer) will utilize the products we are purchasing in the following end use:

Aircraft Model: _

Country of End Use: _

End User: Location of End User

Part Number Requested: Purchase Order No.: _

Signature Date:__________

Person's Name (please print)

Company Name (please print)

Title (must be an officer of the company) Address (please print)

 

THIS AUTHORIZATION DOES NOT INCLUDE MOVEMENT OF THE EQUIPMENT INTO IRAN, LlBYA, CUBA, SUDAN OR SYRIA.