• Terms and Conditions of Sale

    • Continental Motors, INC.

       ACCEPTANCE

      All descriptions, quotations, proposals, offers, acknowledgments, acceptances and sales of goods and related services (hereinafter referred to as "goods") of Continental Motors, Inc. ("CMI") are subject to the terms and conditions set forth on the face and back of this form which constitutes CMI’s contract for sale of the goods ("Contract"). CMI’s acceptance of any offer by Buyer (as designated on the face of this Contract) is expressly conditioned on Buyer's assent to the express terms contained on the face and back of this Contract, whether additional to or different from those contained in Buyer's purchase order or any other form or document previously or hereafter supplied by Buyer to CMI. Buyer will be deemed to have assented to these terms and conditions unless CMI receives notice of objections within 10 days after Buyer's receipt of this Contract or prior to delivery or other performance of Buyer's purchase order, whichever occurs earlier.  

      All quotations by CMI are subject to change or withdrawal without prior notice to Buyer unless otherwise specified in the quotation. Quotations are subject to CMI’s approval of Buyer's credit.  

      This contract is not an offer to sell by CMI. If, however, this Contract is deemed to be an offer to sell, acceptance of this Contract is expressly limited to acceptance of the express terms and conditions contained on the face and back of this Contract. Any proposal for additional or different terms in any document supplied by Buyer or any attempt by Buyer to vary in any degree any of the terms of the offer in Buyer's acceptance is hereby objected to and rejected.  

      PRICES; PAYMENT

      Prices are F.O.B. CMI’s plant. All prices quoted are subject to change, without notice, at any time prior to CMI's acceptance of Buyer's order. Prices are exclusive of applicable sales, excise, manufacturer's, use or other taxes, duties, tariffs or similar charges levied by either local, state or federal authorities. All such taxes, duties, tariffs or similar charges are for Buyer's account.

      Terms of payment shall be net 30 days, from date of shipment or receipt of invoice, whichever is earlier, unless otherwise specified on the face of this Contract. Payments are to be made in United States funds. Delinquent accounts will be charged interest at the rate of 1½% per month, or the maximum allowed by applicable law, whichever is lower. If Buyer defaults in any payment when due under this Contract or any other contract, CMI, at its option and without prejudice to its other lawful remedies, may defer delivery or cancel this Contract.

      If the financial condition of Buyer at any time does not, in the judgment of CMI, justify continuance of the work to be performed by CMI hereunder on the terms of payment agreed upon, CMI may require full or partial payment in advance or shall be entitled to cancel any order then outstanding and shall receive reimbursement for its reasonable and proper cancellation charges. In the event of bankruptcy or insolvency of Buyer or in the event any petition is filed against Buyer, voluntarily or involuntarily, under the bankruptcy or any insolvency laws, Buyer agrees that these terms and conditions shall not be deemed to constitute an executory contract and that CMI shall be entitled to cancel any order then outstanding at any time during the period allowed for filing claims against the estate and shall receive reimbursement for its reasonable and proper cancellation charges. The rights of CMI under this paragraph are cumulative and in addition to all rights available to CMI at law or in equity.

      DELIVERY; RISK OF LOSS

      Unless otherwise stated on the face of this Contract, delivery shall be F.O.B. CMI's plant. All delivery dates are estimates. CMI SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES OR PENALTIES IF ESTIMATED SHIPPING OR DELIVERY DATES ARE NOT MET. CMI reserves the right without penalty to deliver prior to requested delivery dates and to deliver in installments, each to be separately invoiced and paid when due without regard to subsequent deliveries. Risk of loss shall pass to Buyer upon CMI's delivery to a carrier at CMI's plant. Buyer shall inspect products immediately upon receipt, notify CMI in writing of any claims for shortages, defects or damages and hold the damaged or defective products for CMI's written instructions concerning disposition. If Buyer fails to so notify CMI within 10 days after the goods have been received by Buyer, the goods shall conclusively be deemed to conform to the terms, conditions and specifications of this Contract and to have been accepted by Buyer. Goods may be returned at the expense of CMI only after inspection by CMI and upon receipt by the Buyer of definite shipping instructions from CMI. Goods returned prior to receiving shipping instructions from CMI or which do not conform to such instructions are at Buyer's sole risk and expense. Buyer shall pay all transportation charges covering any goods returned to CMI that are not defective. CMI shall have the right to cure the tender of damaged or defective goods by substituting a conforming tender within a reasonable time. 

      FORCE MAJEURE

      CMI shall not be responsible for delays or failures in performance and shall have no liability to Seller resulting from causes beyond its reasonable control. Causes beyond CMI's reasonable control include but shall not be limited to acts of God, epidemics, earthquakes, unusually severe weather, floods or other natural disasters, war, riot, fire, accident, explosion, strikes or other labor trouble, government acts or omissions, delay or default by subcontractors or suppliers of materials or services, transportation difficulty or shortages in labor, fuel, materials, supplies or power at current prices (the "Force Majeure Event").

      If a Force Majeure Event impairing CMI's performance should last more than 30 days, CMI may elect, at its option, to terminate this Contract. 

      If CMI is unable because of a Force Majeure Event to supply the total quantity of goods specified in Buyer's order, CMI may allocate its available supply among any or all of its buyers on such basis as CMI may deem commercially fair and practical, without liability for any failure of performance which may result therefrom.

      PACKING; STORAGE; SPECIAL SERVICES

      Prices do not include storage, packing or cartage service. Storage for any reason, including a Force Majeure Event, shall be at Buyer's risk and expense.

      CHANGES

      Buyer may make a written request for changes in drawings, designs or specifications for the goods, but acceptance of any requested change shall be at CMI's sole discretion, must be in writing and shall be upon such terms and conditions as CMI may require. If any such change causes an increase or decrease in the cost of or in the time required for performance, an equitable adjustment shall be made and this Contract modified accordingly.

       WARRANTY DISCLAIMER AND EXCLUSION OF CONSEQUENTIAL DAMAGES.

      CMI warrants the goods it sells with respect to defects and otherwise only under the terms of its published written warranties applicable to such goods. The provisions of such warranties are hereby incorporated by reference into these terms and conditions. Copies of these warranties are available upon request. THE SOLE AND EXCLUSIVE REMEDY UNDER CMI’s WRITTEN WARRANTIES IS LIMITED TO REPAIR OR REPLACEMENT AS SPECIFIED IN SUCH WARRANTIES. THERE ARE NO OTHER WARRANTIES EXPRESS OR IMPLIED APPLICABLE TO THE GOODS SOLD BY CMI TO BUYER. SPECIFICALLY, BUT WITHOUT LIMITATION, THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

      IN NO EVENT WILL CMI BE RESPONSIBLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY DEFECT IN ANY GOODS IT SELLS, ARISING OUT OF THE FAILURE OF ANY GOODS IT SELLS TO OPERATE OR PERFORM PROPERLY OR ADEQUATELY, OR ARISING OUT OF ANY BREACH OF CMI'S WRITTEN WARRANTIES. No person is authorized to give any other warranty or to assume any additional obligation or liability on behalf of Seller.

      REPRESENTATIONS

      There are no understandings, agreements, representations, or warranties, either oral or written, relative to the goods sold by CMI, including statements made in or conduct implied from past dealings, that are not fully expressed or incorporated herein, except for Converter Customer Program Agreements as applicable. No statement, recommendation, or assistance made or offered by CMI through its representatives in connection with the use of any goods sold shall be or constitute a waiver by CMI of any of the provisions hereof. The provisions of this document supersede and cancel any previous understanding or agreement between the parties with respect to the subject matter hereof, and, except for clerical errors, this document shall express the complete and final understanding of the parties.

      LIQUIDATION OF DAMAGES AND LIMITATION OF REMEDY

      CMI's liability on any claim of any kind, including negligence, for any loss or damage arising out of, connected with, or resulting from the performance or breach of any contract of sale shall be liquidated as the price allocable to the goods which gives rise to the claim. IN NO EVENT WILL CMI BE RESPONSIBLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM SUCH PERFORMANCE OR BREACH.

      ANY ACTION FOR BREACH OF CONTRACT MUST BE COMMENCED WITHIN ONE YEAR FROM THE DATE WHEN TENDER OF DELIVERY OF THE PRODUCT WHICH GIVES RISE TO THE CLAIM IS MADE. The provisions of this contract are for the benefit of the parties hereto and not for any other person.

      CANCELLATION

      Buyer's order and this Contract may not be terminated or canceled, either in whole or in part, without CMI's written consent, and then only under terms that will reimburse CMI for all applicable costs incurred by it, including but not limited to the costs of purchased materials and a reasonable allowance for profit.

      INFRINGEMENT

      CMI does not warrant that the use or sale of the goods delivered under this Contract will not infringe the claim of any patents covering the goods themselves or their use in combination with other products or in operation of any process. The sale of goods under this Contract is not intended as an inducement to infringe nor shall it be construed as recommending the infringement of any patent, extending any license, express or implied, or assuming any liability under any issued or pending patent. If goods are to be manufactured to meet Buyer's specifications, requirements or designs, Buyer will defend, indemnify and hold CMI (and its officers, directors, employees, agents, customers and other vendors) harmless from and against any and all claims, demands, suits, proceedings, costs, liabilities, expenses, royalties, profits, judgments, fines or penalties, including interest, court costs and attorney's fees, which, in whole or in part, arise out of or are in connection with any actual or alleged infringement or violation of any patent, registered design, copyright, trademark, tradename, license or other proprietary right of any third party, relating to the manufacture, sale or use of the goods.

      APPLICABLE LAW

      This Contract shall be governed by the laws of the State of Alabama without regard to its choice of law rules.

      PROPRIETARY INFORMATION

      Buyer shall consider all materials and information furnished by CMI in the course of bidding, negotiating or performing this Contract to be confidential and proprietary to CMI and shall not disclose any such materials or information to any other persons, or use such material or information itself for any purpose other than performing this Contract unless Buyer obtains prior written permission from CMI to do so. All such material and information shall be returned to CMI upon termination of this Contract for any reason. Unless otherwise agreed in writing, no information or knowledge, whether commercial, financial, or technical or otherwise, disclosed in any manner or at any time by Buyer to CMI shall be deemed proprietary or confidential. CMI may use such information or knowledge without restriction.

      MISCELLANEOUS

      a. Entire Agreement; Amendment. This Contract, together with any documents referred to on the face hereof, constitutes the complete and exclusive agreement between the parties, herein, except for Converter Customer Program Agreements as applicable. All prior and contemporaneous agreements, understandings and proposals, oral or written, between the parties relating to this subject area are null and void and superseded by this Contract, herein, except for Converter Customer Program Agreements as applicable. This Contract may be modified or amended only by a writing signed by a duly authorized representative of both parties. 

      b. Waiver, Severability. No right or obligation of a party shall be waived and no breach excused unless the waiver or consent is in writing and signed by a duly acknowledged representative of the party claimed to have waived or consented. Any provision of this Contract prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remaining provisions of the Contract.

      c. Assignment. Buyer may neither delegate its performance nor assign any rights or claims under this Contract without the prior written consent of CMI, which may be granted or withheld in CMI's sole discretion. Any such attempted delegation or assignment shall be void. CMI may subcontract the performance of any of the work under this Contract without Buyer's permission.

      d. Continuing Obligations. Each party's rights and obligations under paragraphs 2, 7, 11, 12 and 13 shall survive cancellation or termination of this Contract.

      e. Notices. All notices under this Contract shall be in writing and shall be deemed duly given if hand-delivered or if mailed by United States certified mail, prepaid, return receipt requested, or by Federal Express, to the parties or registered at the address stated on the face of this Contract (or to such other individual or address specified by either party in a notice to the other). Notice is effective upon receipt. 

      f. Security Interest. To secure Buyer's obligation to make full payment to CMI, Buyer grants to CMI a security interest in all goods until the price for such goods is fully paid. Buyer agrees to execute financing statements and other documents reasonably necessary to create and perfect the security interest granted under this paragraph, each in form and substance satisfactory to CMI and its counsel.

    • Continental Motors Services

      APPLICABLE TERMS AND CONDITIONS OF SALE

      These Terms and Conditions of Sale establish the rights, obligations, and remedies of Continental Motors Services (“CMS”) and Buyer.  They apply to all Purchase Orders received from Buyer for the purchase of CMS’s goods or services.  By submitting a Purchase Order to CMS, Buyer expressly agrees to these Terms and Conditions of Sale.  CMS’s acceptance of Buyer’s Purchase Order, or the performance of any work requested by Buyer, is made expressly conditional on Buyer’s agreement to these Terms and Conditions of Sale.  No additional or different terms, or variation in the terms, shall be binding on CMS unless CMS, through an authorized representative, explicitly agrees to such terms in writing. The Continental Motors Services Standard Terms and Conditions of Sale may be modified at any time. 

      PRICING, PAYMENT AND DELIVERY

      All prices quoted are subject to change or withdrawal without prior notice to Buyer unless otherwise specified in the quotation.  Prices quoted are nonbinding until CMS accepts Buyer’s Purchase Order or begins work, and may be subject to CMS’s approval of Buyer’s credit.

      All prices are in U.S. dollars and exclude V.A.T, and any other applicable tax, duty customs charge, or fee associated with the import or export of the goods through local customs, or any other charge of any nature imposed by any governmental authority.  Buyer shall reimburse CMS in the event CMS is required to pay any such tax, charge, or fee.

      Alabama sales tax will be added to any work delivered in the state of Alabama.

      Payment is required prior to delivery, except as noted by terms included with credit approval.

      Payment must be made within 30 days of final invoice.

      1. Delivery must be scheduled within 10 days of final payment.
      2. A $20/day storage fee will be assessed to each work order that remains on site 30 days after the final invoice is submitted.
      3. CMS will assess a $2,000 re-preservation fee for any engine that remains on site beyond the recommended re-preservation interval.
      4. Engine cores must be returned within 90 days, or the applicable cost of the engine core will be invoiced.

      CMS reserves the right to require full or partial payment in advance.

      CMS requires a deposit to begin each job; if a deposit is not made, the customer agrees to use their engine or component as collateral for the job.

      CMS accepts payment by check, cashier’s check, wire, or credit card.   

      1. a. Credit cards are subject to a 3% fee
      2. b. All checks must clear prior to release of finished work

       

      PRODUCTION PROCESSES

      Customer agrees to the initial budgetary cost estimate to begin disassembly and inspection processes as applicable; the initial quote will be followed up with a secondary request for approval if additional cost is to be incurred.

      The buyer agrees to pay 40% of the initial budgetary cost estimate or surrender ownership of their engine should the buyer elect not to proceed with repairs following the secondary request for approval.

      Quoted turn times do not include delays caused by outside services, part shortages outside the scope of work, or elapsed time during approval.

      The buyer agrees to the use of replacement parts including Continental, Prime, and Titan as well as other OEM and PMA parts as Applicable.

      The buyer agrees to the use of serviceable stock and rotable inventory as needed.

      The buyer agrees to comply with all service instructions and letters, including all Service Bulletins and Airworthiness Directives as applicable to their engine, aircraft, or component.

      CMS will provide all standard FAA required documentation; all customs, export, and foreign registered airworthiness documents will be the sole responsibility of the buyer.

      CANCELLATIONS

      If Buyer becomes insolvent, or if the financial condition of Buyer does not, in the judgment of CMS, justify continuance of the work to be performed by CMS, Buyer agrees that CMS shall be entitled at any time to cancel Buyer’s Purchase Order.  In connection with CMS’s cancellation of Buyer’s Purchase Order, CMS shall be entitled to a reasonable cancellation fee, including but not limited to the cost of purchased materials and labor.  Buyer’s Purchase Order may be canceled, either in whole or in part, only with CMS’s written consent, and only on Buyer’s agreement to pay CMS’s incurred costs, including but not limited to the cost of purchased materials and labor.

      DELIVERY, RISK OF LOSS AND ACCEPTANCE OF GOODS

      Delivery shall be F.O.B. CMS’s plant, the site of the work to be performed.  Goods will be packed in standard packaging unless CMS has agreed in writing to Buyer-specific packaging or labeling.  Transportation will be arranged at Buyer’s request and expense.  CMS shall not be liable for any losses, damages or penalties if estimated shipping or delivery dates are not met.  CMS reserves the right without penalty to make delivery prior to Buyer’s requested delivery date. 

      Risk of loss shall pass to Buyer F.O.B. CMS’s plant upon CMS’s delivery to a common carrier. 

      Buyer shall inspect products immediately upon receipt, notify CMS in writing of any claims for shortages, defects or damages and hold the damaged or defective products for CMS’s written instructions concerning disposition.  If Buyer fails to so notify CMS within 10 days after the goods have been received by Buyer, the goods shall conclusively be deemed to be conforming and to have been accepted by Buyer.  Goods may be returned at the expense of CMS only after inspection by CMS and upon receipt by the Buyer of definite shipping instructions from CMS.   Goods returned prior to receiving shipping instructions from CMS or which do not conform to such instructions are at Buyer’s sole risk and expense.  Buyer shall pay all transportation charges covering any goods returned to CMS that are not defective.  CMS shall have the right to cure the tender of damaged or defective goods by substituting a conforming tender within a reasonable time. 

      FORCE MAJEURE

      CMS shall not be responsible for delays or failures in performance and shall have no liability to Buyer resulting from causes beyond its reasonable control.  Causes beyond CMS’s reasonable control include but shall not be limited to acts of God, epidemics, earthquakes, unusually severe weather, floods or other natural disasters, war, riot, fire, accident, explosion, strikes or other labor trouble, government acts or omissions, delay or default by subcontractors or suppliers of materials or services, transportation difficulty or shortages in labor, fuel, materials, supplies or power at current prices (the “Force Majeure Event”). 

      If a Force Majeure Event impairing CMS’s performance should last more than 30 days, CMS may elect, at its option, to terminate buyer’s Purchase Order.  

      If CMS is unable because of a Force Majeure Event to supply the total quantity of goods specified in Buyer’s order, CMS may allocate its available supply among any or all of its buyers on such basis as CMS may deem commercially fair and practical, without liability for any failure of performance which may result therefrom. 

      CHANGES

      Buyer may make a written request for changes in its Purchase Order, but acceptance of any requested change shall be at CMS’s sole discretion, must be in writing and shall be upon such terms and conditions as CMS may require.   If any such change causes an increase or decrease in the cost of or in the time required for performance, an equitable adjustment shall be made. 

      WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY

      CMS warrants the goods it sells with respect to defects and otherwise only under the terms of its published written warranty applicable to such goods.  The provisions of CMS’s warranty are hereby incorporated by reference into these Terms and Conditions of Sale.  

      THE SOLE AND EXCLUSIVE REMEDY UNDER CMS’S WRITTEN WARRANTY IS LIMITED TO REPAIR OR REPLACEMENT OF GOODS. THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, APPLICABLE TO THE GOODS SOLD BY CMS TO BUYER.   SPECIFICALLY, BUT WITHOUT LIMITATION, THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  BUYER AGREES THAT CMS WILL NOT BE RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY DEFECT OR FAILURE IN ANY GOODS IT SELLS,  OR ARISING OUT OF ANY BREACH OF CMS’S WRITTEN WARRANTY.  IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION SHALL CMS’S LIABILITY EXCEED THE PRICE AGREED TO FOR CMS’S GOODS AND SERVICES. 

      No person is authorized to give any other warranty or to assume any additional obligation or liability on behalf of CMS except in writing signed by a duly authorized representative of CMS. 

      ENTIRE AGREEMENT

      These Terms and Conditions of Sale constitute the entire, complete, and exclusive agreement between CMS and Buyer. There are no understandings, agreements, representations, or warranties, either oral or written, relative to the goods or services sold by CMS, including statements made in or conduct implied from past dealings, that are not fully expressed or incorporated herein. No statement, recommendation, or assistance  made  or  offered  by  CMS  through  its representatives in connection with the use of any goods sold shall be or constitute a waiver by CMS of any of the provisions in these Terms and Conditions of Sale.  The provisions of this document supersede and cancel any previous understanding or agreement between the parties with respect to the subject matter hereof, and, except for clerical errors, this document shall express the complete and final understanding of the parties. 

       WAIVER AND SEVERABILITY

      No rights or obligations shall be waived, and no breach excused under these Terms and Conditions of Sale unless the waiver or breach excused is in writing and signed by a duly authorized representative of the parties.  In the event that any provision of these Terms and Conditions of Sale shall be held unenforceable or legally invalid, the remaining provisions shall continue to be effective. 

      ASSIGNMENT

      Buyer shall not assign any of its rights or obligations under these Terms and Conditions of Sale without prior written consent of CMS, which consent will not be unreasonably withheld. 

      CHOICE OF LAW AND FORUM

      These Terms and Conditions of Sale are governed by the laws of the State of Alabama, excepting its conflicts of laws rules.  All disputes concerning these terms shall be brought in the courts of the State of Alabama. 

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