Terms & Conditions

I. Definitions

• "Article" — any item or items sold by UpAero Solutions to a Customer.
• "Customer" — a company or person purchasing an Article from UpAero Solutions.
• "Authorized Repair Facility" — an appropriately rated facility from the UpAero Solutions list of authorized repair facilities, including any facility with which UpAero Solutions contracts for repair services.
• "Expired" — any inspected, repaired, overhauled, or new Article where the airworthiness approval certificate is over two years old.
• "Pass/Fail Article" — any Article that cannot be repaired beyond a general pass or fail inspection.
• "Return of Material Authorization" (RMA) — a written authorization issued by UpAero Solutions at its sole discretion to authorize the return of an allegedly discrepant Article.
• "Excess" (shipping) — charges in excess of the cost of the shipping method directed in the Customer's purchase order.
• "Free On Board" (FOB) — seller delivers goods on board the vessel or carrier nominated by the buyer. Risk of loss passes when goods are on board; buyer bears all costs from that moment onwards.

II. Loss or Damage

Notwithstanding any other terminology on the transaction documents, risk of loss of an Article passes to the Customer when the Article (1) is delivered to the carrier responsible for carriage from UpAero Solutions in the case of an Article shipped to a Customer, or (2) is claimed by the Customer in the case of an Article picked up at UpAero Solutions or UpAero Solutions's Authorized Repair Facility by the Customer or the Customer's agent. If the Article is lost, stolen, damaged, or destroyed before risk of loss has passed, Customer must notify UpAero Solutions in writing within five business days of the loss or waive any right to compensation and remain responsible for the purchase price. If the Article is lost, stolen, damaged, or destroyed after leaving UpAero Solutions or its Authorized Repair Facility, Customer shall be obligated to pay all amounts that would be due and payable if no such loss, theft, damage, or destruction occurred. Customer is expected to insure its Articles against loss; failure to do so is at Customer's own peril.

III. Documentation

All Articles sold by UpAero Solutions shall have trace documentation to the extent described in the sales confirmation.

IV. Shipping Costs

If the purchase order directs that the Article be shipped according to a particular method, Customer will reimburse UpAero Solutions for actual shipping costs so long as UpAero Solutions follows those directions. If the purchase order is silent as to shipping method, UpAero Solutions may opt to pay for shipping, choose a method that permits compliance with the purchase order, and Customer will reimburse UpAero Solutions for shipping charges.

V. Customer Inspection

Customer shall inspect the Article and all certifications and documentation within five business days of receipt and must notify UpAero Solutions in writing of any discrepancies. If discrepancies are reported within the inspection period, Customer has five business days to request a RMA. If a RMA is issued, Customer shall return the Article per Section VII or other written instructions from UpAero Solutions.

VI. Warranty

UpAero Solutions warrants that Articles will be in the condition identified in the documentation. If an Article does not meet that condition and the alleged discrepancy could not have been discerned during shipping inspection, Customer may make a warranty claim by notifying UpAero Solutions in writing, providing a failure report, and requesting an RMA for warranty consideration. The warranty period begins on the invoice date and lasts one year for new and overhauled Articles other than Expired or Pass/Fail Articles; six months for repaired Articles other than Expired or Pass/Fail Articles; and 30 calendar days for Expired, Pass/Fail, and inspected Articles. Articles returned for warranty more than 30 calendar days after the invoice date are not eligible for credit.

Once UpAero Solutions issues an RMA, the allegedly discrepant Article must be returned for warranty consideration within the warranty period unless return is waived in favor of mutilation. With written preapproval from an authorized UpAero Solutions representative, Customer may return the Article directly to an Authorized Repair Facility or other informed source for evaluation when time is of the essence.

In response to a written discrepancy notice, UpAero Solutions may reject an unauthorized claim or issue an RMA and accept the return, with return shipping borne by Customer. Once Customer is notified of warranty approval or denial, Customer has five calendar days to provide return shipping instructions. If instructions are not received, UpAero Solutions may charge storage and other applicable fees. If written return instructions are not received within 90 calendar days of the initial request, Customer relinquishes and assigns all ownership rights to UpAero Solutions, which may dispose of the Article at its sole discretion.

All costs of returning an Article under an RMA, including shipping to and from Customer, are Customer's sole responsibility. Any shipping charges paid by UpAero Solutions may be invoiced to Customer. UpAero Solutions may, at its sole discretion, pay or reimburse shipping costs when warranty consideration is accepted. Unless UpAero Solutions provides written preapproval, all warranties cease immediately if the Article is sent to a third-party repair facility or is compromised or tampered with by Customer, an unauthorized repair facility, or another facility inspecting or opening the Article, including removal of safety wire, protective warranty labels, or stickers.

VII. Returns

Customer may not return an Article unless UpAero Solutions has issued an RMA with an RMA number. RMAs may be issued for alleged discrepancies reported under Section V and, at UpAero Solutions's sole discretion, for returns for credit. An issued RMA is valid for 30 calendar days from its issue date. If UpAero Solutions or its Authorized Repair Facility does not receive the Article within that period, RMA consideration expires, Customer is not eligible for credit, and Customer remains obligated to pay all amounts that would otherwise be due.

An Article returned for credit must be requested within 30 calendar days of invoice, unused and airworthy, returned with its original certifications and documentation, and accompanied by a written certification signed by an authorized representative of Customer and any other parties that possessed the Article, confirming it has not been installed or subject to an attempted installation. UpAero Solutions may send the Article to an Authorized Repair Facility for evaluation. If the Article does not meet these conditions, the return claim may be denied, Customer is not entitled to a refund, and Customer is responsible for the total sale price, restoration costs, evaluation fees, and other associated costs. If an Authorized Repair Facility finds discrepancies caused by mishandling, use, or incidents after the Article left UpAero Solutions's control, Customer is responsible for all applicable fees. All RMAs are subject to a restocking fee of 25% of the total sale price, with a minimum charge of $250, whichever is greater. Providing false or misleading information, including details about the end user, intended purpose, or material specifications, will result in the same restocking fee and may affect future transactions.

VIII. Container Fees

If Customer elects to buy an Article requiring a special shipping container (the “Container”), Customer will be charged a Container Fee. Customer has 30 calendar days from shipment to return the same serialized Container in undamaged condition for a full credit of the Container Fee. If the Container is not received within 30 calendar days, is damaged, lost, or stolen, UpAero Solutions has no obligation to issue a credit and Customer remains obligated to pay all amounts due.

IX. Customer Charge-Backs

If Customer pays by credit card or ACH and initiates a charge-back, Customer shall immediately be obligated to pay UpAero Solutions the amount subject to the charge-back, any fees charged to UpAero Solutions as a consequence, and any costs including attorneys' fees associated with UpAero Solutions's collection efforts.

X. Security Interest

Until all fees and costs are fully paid, UpAero Solutions retains a security interest in any Articles shipped to Customer. Customer agrees, upon UpAero Solutions's written request, to promptly complete and sign a UCC financing statement representing UpAero Solutions's security interest.

XI. Customer Solvency

Customer warrants that it is solvent and has no knowledge of any impending insolvency proceedings against it at the time of the transaction.

XII. Timing

Time is of the essence in all UpAero Solutions agreements. Failure by Customer to meet any deadlines specified in any agreement shall be considered a material breach.

XIII. Jurisdiction

All Agreements are governed by the laws of UpAero Solutions's local jurisdiction. Any suit or proceeding shall be brought in a trial court in that jurisdiction, and both parties consent to that jurisdiction and venue.

XIV. Costs and Attorneys' Fees

The non-prevailing party in any legal proceeding to enforce rights or obligations under these Standard Terms and Conditions shall pay all costs and fees, including attorneys' fees, of the prevailing party.

XV. Compliance

Customer warrants that all Articles will be used in compliance with the laws of the United States, European Union, United Kingdom, and all applicable jurisdictions. Customer warrants that Articles will not be subsequently used or shipped in violation of the laws of any jurisdiction through or into which they are shipped. UpAero Solutions, its subsidiaries, and affiliates may verify end use to ensure compliance with applicable export-control laws and regulations. Sales, leases, or transfers of products, technology, or software to persons or entities in Cuba, Iran, Libya, North Korea, Sudan, Syria, Crimea, or any other sanctioned country are not permitted unless authorized under applicable United States, United Kingdom, and European Union regulations. Customer agrees to comply with all applicable U.S., E.U., and U.K. export-control laws and regulations, including any required licenses or approvals before export or re-export.

XVI. Indemnification

Customer agrees to defend, hold harmless, and indemnify UpAero Solutions, its affiliated companies, and their directors, officers, employees, and agents from and against all liabilities, damages, losses, demands, fines, penalties, and claims of any kind, including costs, expenses, and reasonable attorneys' fees, arising from the Article subject to these Standard Terms and Conditions.

XVII. Rejection of Amendments / Additions

No amendments or additions to these Standard Terms and Conditions will be accepted unless in writing and signed by both UpAero Solutions and the Customer.