Terms and Conditions

Sales Orders

ORDER ACKNOWLEDGMENT

Upon request, Proponent will acknowledge receipt of hard copy purchase orders, and their acceptance or denial.

For SPEC-enabled customers, SPEC 2000 acknowledgment will be generated with the appropriate “S1″ message.

ORDER MINIMUMS

Unless other terms have been agreed to, all manual orders will have a $35 Minimum Order Value, and no line minimum. The $35 per order minimum is waived for all online orders placed using EDI, SPEC2000 or our ProCart website.

ORDER CANCELLATION

An item noted as “Special Order” on a quote is subject to a cancellation fee of up to 100% of the quoted price. Orders for Stock-class parts may be subject to a cancellation fee.

PRICING & LEAD TIMES

Due to current volatility within the global supply chain, prices and lead times for parts not in-stock are subject to change without notice. Proponent may request an adjustment to quoted and acknowledged pricing and/or lead times.

Parts shown without prices are subject to Proponent Standard Terms and Conditions for Quotes.

PAYMENT TERMS

Shipments to customers who have not established credit terms will be made on a C.O.D. or ACH payment basis.

To establish open terms with Proponent, a customer must provide six trade references using the New Customer Application Form (Requires Acrobat Reader).

Payments from customers who have been given credit terms must be mailed to the address shown on the invoice within thirty (30) days of the Proponent invoice date. Invoices commence at the time of shipment.

Proponent reserves the right to modify or cancel credit terms and/or credit limits at any time without notice, and require guaranteed security or payment in advance for the amount of the order.

DELIVERY

Terms of Sale: EXW – Incoterms 2010

Request for deferral of shipment will be accommodated up to 90-days from Proponent’s original promise date.

AOG ORDER POLICY

We know that “AOG” are the three worst letters in aerospace. Well, we’ve got three words for you: “We’re on it.” Our 24/7 AOG services help you get your plane back in the air – where it belongs. Proponent’s global network means that your vital parts are always close by, and our guaranteed 30-minute response time means that you can relax sooner. We make sure your AOG is A-OK ASAP.

Call + 1 (205) 650-4938. Anytime, day or night.

CERTIFICATION

Proponent will deliver a customer’s shipment with a Proponent certificate of conformance. This document certifies that the parts have been produced under Federal Aviation Administration approved manufacturing and quality control systems/methods and are new and in airworthy condition. FAA 8130-3 is provided upon request.

If you are the design authority or a sub-contractor to them, a full certification package (i.e., sub-tier supplier certifications including material and processes) will be provided upon request. This request must be stipulated on the purchase order. In order to protect any proprietary data, sub-contractors must provide evidence of permission to obtain proprietary data. An additional charge may be assessed for a full cert package.

All other product will be delivered with a Proponent certificate of conformance. If a third party holds the FAA approval, a customer may request a copy of the manufacturer certificate of conformance and/or an FAA Form 8130-3 or ATA106.

For standard parts and raw material, a copy of the manufacturer certificate of conformance and/or a test report (a charge may be required) will be provided upon request.

PACKAGING

Products are properly identified and packaged to ATA Specification No. 300 and/or customer specific requirements.

Upon request, o-rings can be shipped via bulk or packaged per AMS2817 specifications.

Products are packaged and/or stored in a manner that provides adequate protection from normal hazards.

RETURN POLICY

1. ORDERED IN ERROR BY CUSTOMER: Products ordered in error by a customer may be returned to Proponent for credit within 90 days after the product was shipped. A restocking charge of 25% or US$250 (whichever is greater) will apply against the original invoice. Proponent will not accept raw material returns, expired or shelf life controlled parts nearing expiration or items that were quoted as ‘Special Order’. The customer will bear all return shipping charges.
2. Customer returns in aggregate in current calendar year cannot exceed 5% of all purchases for the previous calendar year.
3. The value of the return will come in the form of a store credit that can be used against future purchases or against current AR balances.
4. SHIPPED IN ERROR BY PROPONENT: Products shipped in error by Proponent (including those incorrectly identified) may be returned to Proponent for credit within 30 days after the product was shipped. Transportation charges for the return will be borne by Proponent.
5. WARRANTY RETURNS: Defective or non-conforming parts may be returned to Proponent for repair or replacement. See Proponent Warranty Terms and Conditions for additional information.

Quotes

Due to current volatility within the global supply chain, prices and lead times for parts not in-stock are subject to change without notice. Proponent may request an adjustment to quoted and acknowledged pricing and/or lead times.

1. All prices in the currency as noted on the quotation.
2. Unless other terms have been agreed to, all manual orders will have a Minimum Order Value (US $35.00/GBP £25.00/EUR €30.00) and no line minimum. This charge is waived for all orders placed online using EDI, SPEC2000, or our ProCart website.
3. Terms of Sale: EXW – Incoterms 2010
4. Any special request (e.g., manufacturer certification, test reports, first article inspections, special packaging) that were not noted on the quote request may incur an additional fee.
5. When a quote is limited to quantity on hand, product availability will be subject to prior sale.
6. O-rings, wire, cable, and fasteners are subject to +/- 10% shipping tolerance. (Chargeable)
7. Quotes are valid for a single shipment unless otherwise noted. Additional fees may apply for multiple shipments.
8. Unless otherwise stated, prices quoted do not include the cost of any dies, jigs, tooling, mold or molds, necessary to manufacture the subject merchandise.
9. An item noted as “Special Order” in the quote is subject to a cancellation fee of up to 100% of the quoted price.
10. Orders for stock-class parts may be subject to a cancellation fee.
11. Request for deferral of shipment will be accommodated up to 90-days from the customer’s original requested shipment date.
12. Total order quantities > 500 for o-rings, packings requiring individual packaging may not be available for same-day shipment.
13. Payment terms and credit limits are subject to change and will be reviewed at time of order placement.
14. Please see links for more information regarding Proponent Terms and Conditions for Sales Orders and Warranty.
15. All quotes are for factory new products unless otherwise specified in the quote.

Warranty

Proponent warrants that each part shall at the time of delivery conform to the applicable original manufacturer’s specifications and description and be free from defects in material and workmanship on the terms set forth herein.

Customer’s remedy and Proponent liability, with respect to a defect in material or workmanship, is limited to repair or replacement of a defective part at Proponent option. Such remedies are conditioned upon: (i) discovery of a defect by customer on a part within Twelve (12) Months of delivery (ii) receipt by Proponent of written notice of a defect from customer no later than thirty (30) days after expiration of the applicable warranty period; (iii) prompt return of a defective part at customer’s expense to Proponent; and, (iv) sufficient information to substantiate customer’s claim. Customer’s shipping expenses will be reimbursed by Proponent upon confirmation by Proponent of the covered defect. Return to customer of a repaired or replaced part will be at Proponent expense.

Proponent shall not be liable under this Warranty for any defect resulting from a part having been exposed or subjected to: (i) Any alteration, modification, maintenance, repair, installation, handling, transportation, storage, operation or use that is improper or otherwise not in compliance with Proponent or the original manufacturer’s instructions, unless caused by Proponent; (ii) Any accident, contamination, foreign object damage, abuse, neglect, or negligence after delivery to buyer, unless caused by Proponent; or, (iii) Any damage precipitated by any part not supplied by Proponent.

Proponent further assigns to buyer any rights Proponent is provided as distributor of parts under any warranty provided by any original manufacturer of parts.

EXCLUSION OF LIABILITIES. THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF Proponent AND THE REMEDIES OF CUSTOMER SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE. CUSTOMER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF Proponent, AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF CUSTOMER AGAINST Proponent, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY PARTS OR OTHER GOODS PROVIDED UNDER THIS AGREEMENT OR ANY ORDER, INCLUDING BUT NOT LIMITED TO: (A) ANY WARRANTY OF MERCHANTABILITY OR FITNESS; (B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (C) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT; AND, (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT OR PART. Proponent WILL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY PARTS OR OTHER GOODS PROVIDED UNDER THIS AGREEMENT OR ANY ORDER.

Web Usage

By accessing Proponent web pages, you have agreed to the following terms:

• You will preserve all information, data, and computer programs (“Informational Assets”) to which you have access, in confidence, along with any passwords or access procedures given to you to facilitate access, and you will use them solely for authorized purposes.
• User names and passwords for secure site access are issued at Proponent discretion upon request.
• Secure site users agree to provide current, complete and accurate registration information and to maintain such information to keep it current, complete and accurate.
• Secure users are only authorized to access the Informational Assets associated with your user id.
• You are not authorized to access or attempt to access any other Informational Assets.
• You are not authorized to copy, download, reduce to writing or other permanent form, or otherwise modify any Informational Asset without authorization.
• Proponent reserves the right to monitor, review, or terminate any of your activities without notice, at any time.

USE OF INTELLECTUAL PROPERTY

Proponent hereby authorizes you to view, copy, print, and distribute documents subject to the following conditions:

1. The document is used for informational purposes only.
2. The document is used for non-commercial purposes.
3. Any copy of this document or portion thereof must include this copyright notice in its entirety.

Note that any program, publication, design, product, process, software, technology, information, know-how, or idea described in this document may be the subject of other rights, including other intellectual property rights, which are owned by Proponent or other interested parties and are not licensed to you hereunder.

USE OF INFORMATION/WARRANTIES

This document and the information contained herein are provided “as is,” and Proponent makes no express or implied representations or warranties regarding this document or its information. Without limiting the foregoing, Proponent does not warrant that the document or information will be error-free or will meet any particular criteria of performance or quality. Proponent expressly disclaims all implied warranties, including, without limitation, warranties of merchantability, title, fitness for a particular purpose, non-infringement, compatibility, security, and accuracy.

Your use of this document and information is at your own risk. You assume full responsibility and risk of loss resulting from the use of this document or information. Proponent will not be liable for any special, indirect, incidental, consequential, or punitive damages or any other damages whatsoever, whether in an action of contract, statute, tort (including, without limitation, negligence), or otherwise, relating to the use of this document or information.

If any of the foregoing is not fully enforceable for any reason, the remainder shall nonetheless continue to apply.

COPYRIGHTS AND TRADEMARKS

The name “Proponent,” the Proponent logo, product names, and all page headers, footers, and icons are trademarks or registered trademarks of Proponent, Inc. All other product names mentioned herein are the trademarks of their respective owners.

THIRD PARTY LINKS

Certain links in the Proponent Web server may lead to resources maintained by third parties over whom Proponent has no control. Proponent makes no representations or warranties as to the accuracy of, or any other aspect relating to, those resources.

Purchase Order General Terms and Conditions

1. PRICE. This is a firm price order.
2. TERMS OF PAYMENT. Invoices shall be dated no earlier than date of shipment or delivery of service. The discount period begins upon receipt of invoice, required delivery date, or date any applicable discrepancy is resolved, whichever date is later. Buyer will pay non-discountable invoices thirty (30) days after receipt of invoice, required delivery date, acceptance, or the date any applicable non-conformity is resolved, whichever date is later.
3. ATTACHMENTS. Documents designated by Buyer in the body of the Purchase Order, including supplemental terms and conditions, if any, are incorporated by reference the same as if set out in full therein.
4. CHANGES. The Buyer reserves the right at any time to issue a written change order or amendment to the Purchase Order concerning any of the following: (a) specifications, drawings, and data incorporated in the Purchase Order where the items to be furnished are to be specially manufactured for the Buyer; (b) quantity; (c) methods of shipment or packaging, (d) place of delivery, (e) time of delivery; or (f) any other matters affecting this Purchase Order.
5. TERMINATION. Buyer may terminate the Purchase Order for its convenience, in whole or in part, at any time prior to shipment by (written or electronic) notice to Seller. Upon receipt of such termination notice, Seller shall promptly comply with the directions contained in such notice and shall, as required, (a) take action necessary to terminate the work as provided in the notice, minimizing costs and liabilities for the terminated work, and (b) continue the performance of any part of the work not terminated by Buyer.
6. ASSIGNMENT. Seller may not assign, transfer, or subcontract this Purchase Order or any right or obligation hereunder without Buyer’s written consent.
7. EXCUSABLE DELAY. Fires, floods, strikes, accidents, shortages, or other causes beyond the reasonable control of the parties, which prevent Seller from delivering, or Buyer from receiving, any of the goods and services covered by this Purchase Order, shall suspend deliveries until the cause is removed, subject, however, to Buyer’s right of termination for convenience under Paragraph 5.
8. PACKAGING, PACKING LIST, AND BILL OF LADING AND DELIVERY. Seller shall be responsible for proper packaging, loading, and tie-down to prevent damage during transportation. Buyer’s weight and/or count will be accepted as final and conclusive on all shipments not accompanied by a packing list. Delivery to Buyer shall be construed as the on dock date at Buyers facility (required date) as noted on PO. Buyer will not accept shipments prior to two weeks in advance of the required dock date unless otherwise authorized in writing.
9. INSPECTION. All goods and services furnished hereunder will be subject to inspection and test by Buyer at all times and places and will be subject to Buyer’s final inspection and approval within a reasonable time after delivery. It is the supplier’s responsibility to ensure that all product, assembly, material and process specifications reflect the latest revision levels. If Seller delivers non-conforming goods, Buyer may at its option and at Seller’s expense: (i) reject and return the goods for credit or refund; (ii) require Seller to promptly correct or replace the goods; (iii) correct the goods; or (iv) obtain replacement goods from another source. Seller shall not redeliver corrected or rejected goods without disclosing the former rejection or requirement for correction. Seller shall disclose any corrective action taken. Repair, replacement and other correction and redelivery shall be completed within the original delivery schedule or such later time as Buyer may reasonably direct. All costs, expenses and loss of value incurred as a result of or in connection with nonconformance and repair, replacement or other correction may be recovered from Seller by equitable price reduction or credit against any amounts that may be owed to Seller under this purchase order or another. Payment for any goods or services shall not be deemed acceptance and in no event shall Buyer incur any liability for payment for rejected goods or services.
10. WARRANTIES. By accepting this Purchase Order, Seller warrants that the goods and services furnished will be free from defects in materials and workmanship, merchantable and in full conformity with Buyer’s specifications, drawings, and data, and Seller’s descriptions, promises, or samples, and that such goods will be fit for the Buyer’s intended use, provided Seller has reason to know of such use, and that Seller will convey good title to the goods, free and clear from all liens, claims, and encumbrances. Upon Buyer’s request, Seller shall furnish Buyer with a formal waiver or release of all liens by Buyer and/or Buyer’s suppliers. Seller warrants that goods or services covered by this Purchase Order shall not infringe any patent, design, mask work, copyright or trademark, of any third party, either directly or contributory. Seller agrees to indemnify Buyer and hold Buyer harmless from and against all liability, loss, damage and expense, including reasonable counsel fees and costs of litigation, resulting from any claim of infringement and any litigation relating thereto. In the case where goods or a part thereof are held to constitute infringement and the use of the goods or a part thereof is enjoined, Seller shall, at the expense of Seller, either (a) procure for the Buyer the rights to continue to using the goods, (b) replace the goods so that the goods become non-infringing, or (c) retake the goods and refund the purchase price and transportation and installation cost of the goods to Buyer. Such obligations shall survive acceptance of the goods or services and payment therefore by Buyer. Where applicable, the Seller warrants that the goods covered by this Purchase Order are in compliance with all laws, regulations, rules, and orders relating to the importation of goods into the United States, the exportation of goods out of the country of origin, the transit of goods through intermediate countries and the sale and use or foreign made goods in the United States. Seller further warrants that it has obtained all permits, licenses, and certifications necessary for the goods to be exported out of the country of origin, imported in the United States, delivered to Buyer and used or sold within the United States.
11. TITLE; RISK OF LOSS. Title shall pass to Buyer upon Buyer’s receipt of goods at destination. Risk of loss of all goods shall remain in Seller until receipt by Buyer at destination, unless otherwise specified in this Purchase Order, except for loss occasioned by gross negligence or willful neglect of Buyer or its customer.
12. CONFIDENTIALITY; LIMITED USE. Unless otherwise agreed by Buyer in writing, Seller shall keep confidential and not disclose to any third party, any confidential and/or proprietary materials provided by Buyer to Seller in connection with Seller’s performance of this Purchase Order or prepared by Seller specifically for Buyer pursuant to this Purchase Order, including but not limited to any drawings, masters, software, specifications, raw materials, components, data, business information or plans, customer lists or other customer information (“Confidential Information”). Seller shall not make any copies of Confidential Information except as specifically authorized by Buyer in writing. At the completion of this Purchase Order, or upon Buyer’s request, Seller shall promptly return to Buyer all Confidential Information not consumed in the performance of this Purchase Order, together with any copies in Seller’s Possession. Seller shall use Confidential Information solely for Seller’s performance of this Purchase Order for Buyer, and Seller shall not, without Buyer’s written consent, directly or indirectly use Confidential Information or information derived there from in performing services or providing goods for any other customer of Seller, or any other person or entity.
13. RESOLUTION OF CONFLICTS OR INCONSISTENCIES OCCURING IN THE ORDER. It is Seller’s responsibility to comply with this Purchase Order and all referenced documents, and to clarify with Buyer any inconsistencies or conflicts in any parts of the Purchase order or referenced documents. Should Seller fail to contact Buyer to resolve conflicts or inconsistencies, Seller will be solely responsible for errors resulting from said conflicts or inconsistencies. Where documents are referenced, the version in effect at the time of order placement shall apply.
14. BUYER’S TERMS AND CONDITIONS APPLY. Acknowledgment of the Purchase Order, shipment of any goods, or commencement of work pursuant to the Purchase Order shall be deemed an acceptance of these General Terms and Conditions. No modification of or release from this Purchase Order shall be binding unless agreed to in writing by the parties and specifically labeled as a modification or release. Unless specifically agreed to otherwise by Buyer and Seller, these terms and conditions supersede any submitted by Seller in any proposal or acknowledgment.
15. EXTRA CHARGES. No charges for extras or for cartage or boxing or storage will be allowed unless the same has been agreed upon in writing by Buyer. All goods must be forwarded in accordance with Buyer’s shipping instructions, otherwise the difference in freight rate will be charged to Seller.
16. SUBSTITUTIONS. No substitution of materials or accessories may be made without written permission from Buyer.
17. WORK PERFORMED ON BUYER’S OR BUYER’S CUSTOMER’S PREMISES. If Seller’s work under the Purchase Order involves operations by Seller on the premises of Buyer or one of Buyer’s customers, Seller shall take all necessary precautions and such additional precautions as Buyer or Buyer’s customer may prescribe to prevent the occurrence of any injury to persons or property during the progress of such work and, except to the extent that any such injury is due solely and directly to Buyer’s or Buyer’s customer’s negligence, shall indemnify Buyer against all claims, liability, damage, or loss (including expenses and attorneys’ fees) which may result in any way from any act or omission of the Seller, or Seller’s agents, employees, or contractors; and shall maintain such public liability, property damage, and employer’s liability and compensation insurance as will protect Buyer and Buyer’s customer from said risks and from any claims under any applicable worker compensation and occupational disease acts.
18. INDEMNIFICATION. Seller agrees to indemnify, defend, and hold Buyer harmless from and against all losses, damages, liability, actions, judgments, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and other expenses of litigation), suffered, incurred, or asserted by or against Buyer (a) by reason of Seller’s breach of a warranty, (b) by reason of Seller’s breach of any term of this Purchase Order, or (c) by reason of personal injury, including death, or property damage sustained by a third party, resulting from or arising out of an act or omission of Seller, or Seller’s agents, employees, or contractors in fulfillment of this Purchase Order.
19. CUMULATIVE REMEDIES; WAIVERS; SURVIVAL OF WARRANTIES. The remedies herein reserved to Buyer shall be cumulative, and additional to any other or further remedies provided in law or equity. No waiver by Buyer of any term or condition of this Purchase Order shall be construed as a permanent waiver of such term or condition or of any other term or condition. Seller’s warranties shall survive the completion or cancellation of this Purchase Order.
20. GOVERNING LAW. This Purchase Order shall be governed by the laws of the State of California, U.S.A, except for its provisions regarding principles of conflicts of laws, and except to the extent that federal communications law shall apply. Any court action arising under this order shall be venued in Orange County, California, U.S.A., in either federal or state court, as is appropriate.
21. “GOODS” AND “SERVICES”. The term “goods” as used herein means any and all materials, parts, products, machines, tooling, test equipment, technical data, computer software, computer software documentation, and other tangible items or documentary information furnished or required to be furnished by Seller under this order. The term “services” means any and all technical assistance, support, maintenance, consultation, construction work, and other effort furnished or required to be furnished by Seller under this order other than labor furnished in connection with the production of goods.
22. ENTIRE AGREEMENT. Unless superseded by a specific signed agreement between Buyer and Seller, this agreement shall include the Purchase Order, these General Terms and Conditions, and all attachments referred to in the Purchase Order or in the General Terms and Conditions, and it shall constitute the entire agreement of the parties with regard to the subject matter contained herein. All other prior or contemporaneous representations, warranties, covenants, or agreements between Seller and Buyer, or their representatives, with respect to the subject matter are hereby superseded. The term “Purchase Order” as used herein means the first and continuation pages of Proponent’s completed Purchase Order form, including any special provisions contained therein. This agreement may not be modified except by mutual written agreement of the parties.
23. DISPUTES/ATTORNEY’S FEES CLAUSE. Disputes/Attorney’s Fees. Any dispute that arises under or it related to this purchase order that cannot be settled by mutual agreement of the parties may be decided by a court of competent jurisdiction, and the parties agree to and consent to Jurisdiction in Orange County California. Pending final resolution of any dispute, Seller shall proceed with performance of this purchase order according to Buyer’s instructions so long as Buyer continues to pay amounts not in dispute. The prevailing party in any action filed regarding this order shall be entitled to recover its attorney’s fees as a part of the claim.
24. ANTI-KICKBACK CLAUSE. Gratuities/Kickbacks. Seller agrees not to provide or offer any representative, officer, director or employee of the Buyer, or any member of such person’s family, any favors, gifts, gratuities or favorable treatment for the purpose of securing this purchase order or any future business opportunities.
25. NEW MATERIALS. The work to be delivered hereunder shall consist of new materials, no used, or reconditioned, or of such age as to impair its usefulness of safety.
26. EXTERNAL PROVIDERS AWARENESS. Providers are to ensure that they have a process in place to make persons aware of:
    1. Their contribution to product or service conformity
    2. Their contribution to product safety
    3. The importance of ethical behavior
27. COMMUNICATIONS. Methods of communication for any means of acknowledgement, update, requesting change, correction, or addition shall be in writing. Additional criteria regarding communications is as follows:
    1. All communications, requested documents, notifications, acknowledgements, certifications, reports shall be in English.
    2. External providers shall inform Proponent within 24 hours of discovery of suspected nonconforming product or material having been shipped regardless of destination.
    3. External providers shall inform Proponent of any changes in its certification, registration, or accreditation within 48 hours of receiving notification of the change.

Updated October 31, 2023