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This contract made and entered into
this day of
20 between Vortech, Inc.,
hereinafter called Distributor, and
, hereinafter
called Purchaser. Distributor agrees to sell and Purchaser agrees to buy from
Distributor
"the aircraft components" enumerated in "Rotorblade Description" above for the
total purchase price shown above, which sum shall be secured by payment-in-full
or a deposit of $, which will be acknowledged by
Distributor upon receipt. Distributor is a
representative
in the sale of the rotorblades for various manufacturers,
all companies hereinafter called
Supplier.
1. Prior to purchase of the aircraft components, Purchaser
acknowledges that he/she has determined the suitability of such aircraft
components for his/her intended use and purpose, and Purchaser assumes all risk
and liability whatsoever in connection with such determination of suitability.
2. Distributor/Supplier agrees to deliver to Purchaser the aircraft components
within the approximate time frame set forth above (see Important
Instructions: item #4). In the event such aircraft components cannot be
delivered to Purchaser by Distributor/Supplier or its agents within that approximate time
frame, Distributor/Supplier shall give the Purchaser notice in writing or by telephone and
Distributor/Supplier shall have the right, but not the obligation, to reschedule a new
delivery date, subject to Purchaser's reasonable satisfaction. In the event
Distributor/Supplier is unable to deliver the aircraft components to Purchaser, for whatever
reason, whether by Act of God, war, labor difficulties, accident or otherwise,
then Purchaser shall be entitled to a full refund of his/her deposit.
Acceptance of such refund by Purchaser shall release
Distributor/Supplier from any and all
liability for any causes of action, claims, damages or losses of whatsoever
nature.
3. Any balance due Distributor/Supplier shall be paid by Purchaser to
Distributor/Supplier at least 10 days prior to delivery unless other terms are agreed upon.
Failure of the Purchaser to pay the balance when due shall excuse the
Distributor/Supplier's
obligation to deliver the aircraft components until said sum is paid in full;
and if said sum remains unpaid within fifteen (15) days from the projected
delivery date, this Purchase Order Contract, and
Distributor/Supplier's obligation hereunder,
shall terminate.
4. Upon the failure or refusal of Purchaser to
complete the purchase of all aircraft components identified herein, for any
reason, other than cancellation due to Distributor/Supplier's being unable to deliver the
aircraft components, the cash deposits shall be retained by the
Distributor/Supplier as
liquidated damages.
5. Distributor/Supplier reserves the right to alter the
design or substitute or replace components of equal specification at any time
without notice or obligation to Purchaser to make such alteration or
substitution to the items covered by this contract either before or subsequent
to delivery thereof to Purchaser. No such alteration, substitution or
replacement shall be deemed to create any liability or new warranty on the part
of Distributor/Supplier with respect to such component, other than those contained within
this contract, nor shall such alteration or substitution be deemed to be an
admission as to any design defect, inaccuracy, or defect in quality of
workmanship or manufacturing with respect to the original component being
altered, substituted or replaced.
6. The purchase price for the
items specified on the face of this contract does not include excise taxes, use
taxes or occupational taxes based on sales volume, import taxes or duties, or
any other fees or tariffs as may be pertinent to the sale of the aircraft
components. Purchaser agrees to pay to Distributor/Supplier, or the applicable government
authority, any such additional fees, taxes, or tariffs that may arise out of
this transaction.
7. Distributor/Supplier's obligation to perform and Purchaser's
right to receive delivery of the aircraft components herein shall terminate,
upon written notice of Distributor/Supplier, at any time that
Distributor/Supplier determines such
termination is required because of the enactment, interpretation, or any other
action, or requirement of a governmental entity or regulating body which makes
completion of this contract commercially and/or financially unreasonable for
the Distributor/Supplier. Purchaser's sole remedy against
Distributor/Supplier for any termination of this
contract for financial or commercial unreasonableness shall be to receive
refund of any deposit or purchase price paid by Purchaser to
Distributor/Supplier.
8. Distributor/Supplier's performance with respect to delivery deadlines is expressly
subject to delays caused by commercial factors, acts of God, acts of war, labor
disputes or any other act beyond the control of
Distributor/Supplier.
9. Distributor/Supplier
shall not be responsible for damage, loss or injury to persons or property
directly or indirectly, immediately or subsequently, arising from the use of or
inability to use or assemble any aircraft components purchased by Purchaser
under this contract. Purchaser assumes all present and future risk and
liability arising out of the construction of any aircraft in any form by
assembling or use of components sold by Distributor/Supplier, and Purchaser shall indemnify
and defend Distributor/Supplier from any and all causes of action, claims, losses or damages
of whatsoever nature, arising out of the use of aircraft components purchased
by Purchaser under this contract.
10.
Distributor/Supplier shall provide
Purchaser with the aircraft components only. Purchaser assumes all risks and
liability associated with the assembly of the aircraft components sold by
Distributor/Supplier under this contract.
11. Purchaser expressly recognizes that
certain specific flight training is necessary for the safe operation of an
aircraft assembled from the aircraft components herein. Purchaser agrees to
obtain training by a specifically authorized Flight Instructor before any
attempt is made to fly this aircraft. Purchaser further agrees to have the
aircraft inspected during assembly and/or after completion by a qualified
aircraft mechanic or by an authorized agent of the Federal Aviation
Administration to determine airworthiness prior to operation. Purchaser assumes
all risks and liability for complying with any applicable governmental
requirements or restrictions in the operation of this aircraft.
12.
Purchaser agrees that any aircraft components identified herein will not be
copied, duplicated, or manufactured by Purchaser for any reason whatsoever, nor
turned over to a third party to be copied, duplicated or manufactured.
13. Purchaser agrees to pay all freight, shipping and crating charges;
and from the time of dispatch to the aircraft components from
Distributor/Supplier's place of
business by carrier and until delivery to Purchaser, at the above address, the
risk of loss or damage to said aircraft components, from whatever cause, shall
be borne by Purchaser.
14. Purchaser agrees to inspect the aircraft
components thoroughly upon delivery and to notify
Distributor/Supplier of any flaws or
defects found within 15 days of delivery. Failure to notify Distributor/Supplier
within 15 days of delivery of any defect or flaw or of Purchaser's
complete rejection of delivery of the aircraft components shall constitute
an as-is acceptance and approval of the aircraft components.
15. In the event of
detection of any defect or flaw upon delivery, said defective component shall
be returned to Distributor/Supplier within fifteen (15) days of said claim
at Purchaser's expense, and
Distributor/Supplier shall
repair or replace, at Distributor/Supplier's discretion, any aircraft components sold by
Distributor/Supplier which are determined by Distributor/Supplier to be defective in materials or
workmanship.
16. Distributor/Supplier shall be liable for latent manufacturing
defects of material that could not be determined by reasonable inspection,
provided, however, that any claim of latent defective aircraft component is
presented in writing within fifteen (15) days of the date of delivery. In
addition, said aircraft component claimed to be defective must be received by
Distributor/Supplier no later than fifteen (15) days from the date of the claim. Any action
brought upon this warranty or against Distributor/Supplier must be brought within
fifteen (15)
days of the date of delivery and any subsequent litigation must be filed and
pursued in a court within the U.S. state of Delaware.
17. In no event
shall the Purchaser be entitled to damages greater than a refund by
Distributor/Supplier of
the total purchase price upon return of the goods and determination that the
same are defective. Except in the event of a defect in
the merchandise, which must be confirmed by
Distributor/Supplier, no refunds will be provided without the
expressed written consent of Distributor/Supplier, and in the
event such consent is extended, a minimum restocking fee
of 30%,
shipping/handling cost and, if relevant, the credit-card
processing fee will be deducted from the refunded
amount.
18. DISTRIBUTOR/SUPPLIER MAKES NO WARRANTY OF MERCHANTABILITY
OF THE AIRCRAFT COMPONENTS OR WARRANTY OF FITNESS OF THE AIRCRAFT COMPONENTS
FOR ANY PURPOSE, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO,
AIRWORTHINESS OF ANY ASSEMBLED AIRCRAFT COMPONENTS, NOR DOES
DISTRIBUTOR/SUPPLIER MAKE ANY
OTHER EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO COMPONENTS SOLD EXCEPT AS
STATED ABOVE.
19. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN
LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, PREVIOUSLY MADE
BY DISTRIBUTOR/SUPPLIER, ITS AUTHORIZED REPRESENTATIVE OR AGENT.
20. It may be
necessary for the Distributor/Supplier to communicate to the Purchaser and operator
information relating to aircraft safety, such as changes in design,
construction or operating procedures. Purchaser agrees to advise
Distributor/Supplier of any
change of address or ownership of the aircraft, constructed from components
purchased herein, whether completed or not, and, in the event of sale, to
furnish the complete name and address of the new owner.
21. Each
paragraph or clause herein shall be valid and effective independent of the
validity of any or all other paragraphs or clauses.
22. This
contract contains all of the representations and agreements between the parties
hereto. No modification of this contract shall be binding upon
Distributor/Supplier unless
agreed to expressly in writing by an authorized representative of
Distributor/Supplier.
23. This contract shall be effective upon execution below by Purchaser
or by authorized representative of Purchaser. Purchaser hereby acknowledges
that he/she has read and understands the whole of this agreement, and further
agrees to and acknowledges the inherent hazardous nature of the goods he/she is
purchasing. Purchaser assumes the full responsibility for risk of use of the
aircraft components and to hold Distributor/Supplier harmless for any and all consequences of
any accident. |