Terms of service

Sale of any Products or services described or referred to herein at the prices indicated is expressly conditioned upon the terms and conditions set forth below. Any order for or any statement of intent to purchase any such Products or Services, or any direction to proceed with engineering, procurement, manufacture or shipment shall constitute assent by Purchaser to said terms and conditions and a representation that Purchaser is solvent. Any additional or different terms or conditions set forth in any communication from Purchaser are hereby objected to by Ottosen Propeller & Accessories, Inc. (hereinafter referred to as “Seller”) and shall not be effective or binding unless assented to in writing by an authorized representative of Seller. Any additions to, changes in, modifications to, or revisions of this order proposed by Purchaser are hereby rejected by Seller unless otherwise expressly agreed to in writing by Seller. Without limiting the generality of the foregoing, Purchaser may for its own convenience make use of its own pre-printed forms in connection with correspondence concerning purchases hereunder, but terms stated on such forms shall not affect the terms hereof unless expressly so agreed in writing by Seller.

SHIPMENT AND DELIVERY: Seller will use reasonable efforts to effect delivery of the Products both in quantities and at times specified by Purchaser; provided, however, that failure by Seller to make deliveries as so provided will not constitute a breach or default by Seller and Seller will not be liable for any damages, including consequential and incidental damages, as a result of a failure to make such deliveries, unless Seller shall have otherwise expressly guaranteed delivery in writing. Purchaser will be responsible for the cost and expense of all transportation, insurance, and duties of Products in transit. Unless otherwise requested by Purchaser, Seller will arrange for shipment of Products hereunder at Purchaser’s cost and expense. Expedited means of shipment will be used only if Purchaser requests such routing. In all cases, the carrier will be deemed to be an agent of Purchaser and Purchaser will bear the entire risk of loss or damage to Products in transit.

TITLE TO PRODUCTS: Title to Products will remain in Seller until payment in full is made by Purchaser. Failure to make any payment as provided hereunder shall entitle Seller to cease and stop shipments without notice to Purchaser, and Purchaser consents that Seller, its successors and assigns, shall be and are hereby authorized to retake possession and custody of any shipments already made or received by Purchaser and, upon written notice to Purchaser, cancel the balance or unexecuted portion of this order and hold Purchaser liable for any and all damages incurred by Seller as a result of or in any manner growing out of the default or failure of Purchaser to make such payment.

ACCEPTANCE OR REJECTION OF PRODUCTS: If upon delivery any Products do not materially conform to the requirements of Purchaser’s order, then Purchaser will promptly advise Seller in writing within ten (10) days of receipt of the Products being rejected and the nature of the nonconformity. Seller will then have the right to inspect the Products that Purchaser believes are nonconforming. If the Products are in fact nonconforming, Seller will promptly send Purchaser instructions for disposition, replacement, and/or correction as Seller, in its sole discretion, may determine is appropriate. If Purchaser does not provide Seller with written notice of any alleged nonconformity of the Products within the (10) days of delivery, Purchaser shall be deemed to have accepted the Products as satisfactory in all respects.

TERMINATION AND RESCHEDULES: Purchaser may terminate an order, in whole or in part, for its convenience by giving Seller written notice thirty (30) working days before Seller’s planned shipping date. In the event of such termination, Purchaser will accept Products which were ready for shipment prior to the termination notification. If Purchaser terminates an order, Purchaser shall make fair compensation to Seller for work performed on such order which shall take into account reasonable costs and expenses incurred and commitments already made by Seller in connection with such order and the termination hereof. Purchaser will be advised of the amount of such charges.

EXCUSABLE DELAYS: Neither party will be liable for damages for delay in delivery that is not the result of its fault or negligence including without limitation delays arising out of acts of God, acts of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, war, riots, strikes, freight embargoes, unusually severe weather, and any other causes beyond its reasonable control as it relates to obtaining necessary labor, materials, or processing facilities.

PRICES AND PAYMENT: The price or prices for Products delivered to Purchaser hereunder will be the purchase price set forth in Seller’s quote or invoice, plus any additional charges and less any deductions set forth on Seller’s quote or invoice. The terms of payment will be as specified by Seller on its invoice. If the terms of payment are not specified in Seller’s invoice, Purchaser shall make payment in full upon receipt of the invoice. In the event Purchaser fails to pay Seller the purchase price within the period specified in the invoice or referred to above, whichever is later, Purchaser shall pay Seller interest on such delinquent payment at the rate of one and one-half percent (1.5%) per month or the highest rate permitted by law. Purchaser shall pay all collection expenses, including but not limited to attorney’s fees, incurred by Seller in the collection of amounts owed by Purchaser.

TAXES: Except as otherwise set forth on the quote or invoice, Seller’s prices will be exclusive of any federal, state, provincial, or local sales, use, or excise taxes levied upon or measured by the sale, the sales price, or use of Products. Seller will list separately on its invoice any such tax lawfully applicable to any such Products, and such tax will be payable by Purchaser provided that Purchaser does not furnish to Seller satisfactory evidence of exemption.

HARTZELL PRODUCT WARRANTY: As to each new and unused product manufactured and sold to Purchaser hereunder, Seller warrants such Product to be free from defects in material and workmanship in normal use and service for the first One Thousand (1000) operating hours of use or a period of one (1) year from the date first placed in service, whichever first occurs. As to Products or component parts thereof manufactured or supplied by others, Seller extends to Purchaser the applicable product warranty, if any, extended by such manufacturer or supplier to customers of Seller. Used and reconditioned Products are sold AS IS and WITH ALL FAULTS and without any warranties expressed or implied of any kind or nature. The provisions of the warranty set forth in the preceding paragraph will not apply to any Product which is used for a purpose for which it is not designed, which is altered in any way, or which is subjected to misuse, negligence, accident, or neglect, so as, in the judgment of the Seller, to affect adversely the condition or value of such Products. EXCEPT AS EXPRESSLY PROVIDED IN THE PRECEDING PARAGRAPH, ALL GUARANTEES, WARRANTIES, CONDITIONS, OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WHETHER ARISING UNDER A STATUTE, COMMON LAW, COMMERCIAL USAGE, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. Seller will have no obligation to Purchaser under the warranty unless and until Purchaser has returned the Product to Seller within the time limits specified above, transportation and handling charges prepaid, and provided Seller with a written statement describing the alleged defect. Upon Purchaser’s return of the Product alleged to be defective, Seller will inspect the same and advise Purchaser whether or not Seller will either repair and redeliver the original Product, deliver a replacement Product, or issue a credit to Purchaser. Seller’s entire obligation under such warranty will be fully discharged by such repair, replacement, or issuance. If Seller does not agree that the Product is defective or otherwise determines that the product is not covered by the above warranty, then Seller will return the Product to Purchaser as is, transportation and handling charges collect. THE WARRANTIES IN THIS CLAUSE ARE GIVEN AND ACCEPTED IN LIEU OF ANY OTHER WARRANTIES, REMEDIES, RIGHT OR CLAIMS RESPECTING CONSEQUENTIAL, INCIDENTAL, SPECIAL, DIRECT, INDIRECT, TORT, CONTRACT, OR ANY OTHER DAMAGES, WHETHER OR NOT ARISING FROM ANY CAUSE OR ACTION OF ANY TYPE INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ARISING FROM SELLER’S NEGLIGENCE, ACTUAL OR IMPLIED. Purchaser shall indemnify Seller for any claims which arise in the event of the failure of Purchaser or others down the contractual chain to limit, in accordance with this clause, Seller’s liability and obligations.

MCCAULEY PRODUCT WARRANTY: McCauley Propeller Systems, a Division of Textron Aviation, Wichita, Kansas, U.S.A., expressly warrants new products produced and sold by McCauley to be free from defects in material and workmanship under normal use and service for a period of thirty-six (36) months after delivery to the original retail purchaser or until the expiration of the maximum hours of use or calendar limits for overhaul published by McCauley for the subject product, whichever occurs first.

McCauley's obligation under this limited warranty is limited to repairing or replacing, at its sole option, any propeller, propeller parts, governor or governor parts determined by McCauley to have been defective. The repair or replacement of defective parts will be made without charge to the owner for parts, or labor for removal and installation, except export/import duties, and/or sales or use taxes, if any, which are solely the owner's responsibility. McCauley will warrant a part replaced pursuant to this limited warranty under the same terms as the original part for the remainder of the applicable warranty period of the original part. This limited warranty is not intended to and does not cover the costs of normal maintenance or overhaul. In addition, McCauley will repair or replace, at its option, any propeller, propeller parts, governor, or governor parts requiring replacement due to manufacturing defect if found at or before the first recommended overhaul interval as described in McCauley published service information. This first overhaul coverage does not include labor, standard overhaul replacement parts, parts repairable via published service information (re-plating, painting, etc.), other costs associated with the propeller or governor overhaul, or export/import duties, and/or sales or use taxes, nor does it apply to defects found after McCauley published overhaul hour or calendar limits. The provisions of this limited warranty do not apply to: any McCauley parts which have been subject to misuse, negligence or accident or which have been repaired or altered in any way that, in the sole judgment of McCauley, adversely affects their performance, stability or reliability; to normal maintenance services (such as cleaning, mechanical adjustments and maintenance inspections); to the replacement of service items made in connection with normal maintenance; to normal deterioration of soft trim and appearance items (such as paint and rubber-like items) due to wear and exposure; to propellers, governors or parts found defective beyond the McCauley recommended overhaul period; or to parts which have been improperly installed by entities other than McCauley and/or McCauley Authorized Service Centers. The McCauley limited warranty is void on any new or remanufactured product installed, without McCauley's prior written approval, on a non-type certificated engine, or on any engine which has received an overhaul or modification which is not approved by the engine manufacturer and that results in a change to the vibratory environment of the engine such as, but not limited to, an alteration of horsepower, operating RPM, crankshaft damper configuration, compression ratio, magneto timing, camshaft design, or any other overhaul or modification not expressly approved by the original engine manufacturer. McCauley limited warranty is also void on any McCauley product shipped new from the factory or distributor in dis-assembled state, then later re-assembled by an unauthorized party. Parties authorized to re-assemble factory-new product must have specific written permission from McCauley to do so, otherwise all McCauley warranty on the affected unit is void. No McCauley warranty coverage is offered for leakage on product assembled outside McCauley, regardless of the assembling party. To the extent allowed by applicable law, THIS WARRANTY IS EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESSED OR IMPLIED IN FACT OR BY LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE REMEDIES OF REPAIR OR REPLACEMENT SET FORTH HEREIN ARE THE ONLY REMEDIES UNDER THIS WARRANTY. McCAULEY DISCLAIMS ANY OBLIGATION OR LIABILITY, WHETHER IN CONTRACT OR IN TORT, INCLUDING LOSS OF USE OF THE PRODUCT WARRANTED, LOSS OF TIME, INCONVENIENCE, LOSS OF PROFITS, COMMERCIAL LOSS OR ANY OTHER DIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES. THIS WARRANTY IS IN LIEU OF ANY OBLIGATION OR LIABILITY ON THE PART OF McCAULEY TO ANYONE OF ANY NATURE WHATSOEVER BY REASON OF THE MANUFACTURE, SALE, LEASE OR USE OF THE WARRANTED PRODUCTS AND MCCAULEY NEITHER ASSUMES NOR AUTHORIZES ANYONE TO ASSUME FOR IT ANY OTHER OBLIGATION OR LIABILITY IN CONNECTION WITH SUCH WARRANTED PRODUCTS. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, 1980, AND ANY SUCCESSOR THERETO, IS EXPRESSLY EXCLUDED FROM THIS WARRANTY. Issued 10/1/2003

SENSENICH PRODUCT WARRANTY: The Limited Warranty Sensenich Propeller Manufacturing Company (Sensenich), warrants that metal propeller units it manufactures will be free from defects in material and workmanship for the period of twenty-four (24) months or two hundred (200) hours whichever occurs first from date of sale. In the event a unit does not conform to this express warranty, Sensenich will repair or replace the defective material or workmanship at its place of business in Lititz, Pa. Sensenich will decide which remedy, repair, or replacement, it will provide and any replacement of a unit or a part of a unit during the warranty period will not extend the warranty beyond the original duration. The remedy of repair or replacement is exclusive, and does not include the cost of shipping, removal or installation, all of which are the customer's responsibility. Procedure for Obtaining Warranty Service Units or parts that are defective must be shipped prepaid to Sensenich at the address provided above. The unit must be accompanied by a copy of the original (Distributor or Dealer) invoice, a Returned Goods Authorization number which can be obtained by phoning Sensenich, and a brief description of the material or workmanship considered to be defective. Conditions, Exclusions, and Disclaimers. This limited warranty applies to units that have been used and maintained properly. It does not cover units that show abuse, alterations, improper installation, or improper packaging for shipment; and it does not pertain to damage due to object strike or excessive blade wear due to operation. This limited warranty is the only express warranty provided with respect to covered units, and all implied warranties, including the IMPLIED WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO THE PERIOD OF THE EXPRESS WARRANTY GIVEN HEREIN. Repair or replacement of a non-conforming unit or part is the exclusive remedy for breach of this limited warranty, and shall constitute fulfillment of all liabilities of Sensenich to a customer or user, whether based on contract, negligence or otherwise. IN NO EVENT SHALL SENSENICH BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. This warranty gives you specific legal rights and you may also have other rights which vary from state to state.

LIMITATION OF LIABILITY: Seller’s liability for any claim of any kind, including negligence and breach of warranty, for any loss or damage resulting from, arising out of, or connected with this order, or from the performance or breach thereof, or from the manufacture, sale, delivery, resale, repair, or use of the Products covered by or furnished under this order shall in no case exceed the purchase price of the Products which give rise to the claim.

PATENT INDEMNIFICATION: Seller will indemnify and hold harmless Purchaser from and against any and all loss, liabilities, and damages resulting from any claims that the manufacture, use, sale, or resale of the Products infringe any patent or patent rights; provided, however, that such indemnification will not apply to any such infringement arising out of Purchaser’s use of the Product as a component part of another product or Seller’s compliance with Purchaser’s designs or specifications. In the event of an award arising out of any infringement determined with respect to Purchaser’s sales price for Products or Products for which Products are components, Seller’s total liability under the clause will not exceed Seller’s sale price to Purchaser.

ARBITRATION: Seller may, at its discretion, settle any claim or controversy arising out of or relating to this order, or the breach or nonperformance of any provision thereof, by arbitration in accordance of the Arbitration Rules of the American Arbitration Association in effect at the time such claim or controversy arises. Purchaser and Seller agree that any arbitration shall be administered and conducted in Phoenix, Arizona.

REMEDIES: In the event of Purchaser’s default of this order, Seller shall have available all rights and remedies at law or in equity. Purchaser agrees to pay Seller all costs and expenses, including attorney’s fees, incurred by Seller in exercising any of its rights and remedies. No failure or delay on the part of Seller in exercising any right or remedy shall operate as a waiver thereof. No waiver by Seller of any default shall constitute a waiver by Seller of any additional or subsequent default.

SEVERABILITY: If any provision hereof shall be finally determined to be unlawful, then such provision shall be deemed to be severed and every other lawful provision hereof shall remain in full force and effect.

REGULATORY LAWS AND/OR STANDARDS: The Seller makes no promise or representation that the Products will confirm to any state or local laws, ordinances, regulations, codes or standards, except as particularly specified and agreed upon for compliance in writing as a part of the contract between Purchaser and Seller. The Seller’s prices do not include the cost of any related inspection permits or inspection fees.

ASSIGNMENT: Any assignment, transfer, pledge, or other disposition of this order, or any rights hereunder, by the Purchaser without the written consent of Seller shall be void.

JURISDICTION AND VENUE: All quotations are made and all orders are accepted by Seller with reference to the laws of the State of Arizona and the rights and duties of all parties and the construction and effect of all provisions thereof shall be governed by and construed according to the laws of that state. Purchaser hereby submits to the jurisdiction of the Courts of the State of Arizona with respect to any claim or controversy arising out of or relating to this order or the breach or non-performance of any provision hereof.