Applicability
The following terms and conditions of sale (“Terms and Conditions”) apply to any purchase order covering any products, systems or parts offered for sale (“Part(s)”) by Volato Aircraft Sales, and its affiliates and subsidiaries (“VAS”) to the procuring party (“Buyer”) unless and to the extent that a separately negotiated contract executed between the parties is cited on the procuring party’s purchase order.
Payment
(a) Payment will be as agreed to in contract.
(b) Buyer will pay all VAS invoices within 30 days of each invoice date. All payment(s) must be made in United States Dollars and must be accompanied by remittance detail containing at a minimum VAS’s invoice number and amount paid per invoice. VAS reserves the right to correct any inaccurate invoices. Payments, without deduction for electronic funds transfer fees, must be in accordance with the “Remit To” or other similar field on each invoice.
(c) If Buyer is delinquent in its payment obligations to VAS, VAS may at its option (i) be relieved of its obligations with respect to commitments, including without limitation, turnaround times, spares support and delivery lead-times; (ii) refuse to process any credit to which Buyer may be entitled; (iii) set off any credit or sum owed by VAS to Buyer against any undisputed amount owed by Buyer to VAS; (iv) withhold future deliveries to Buyer; (v) declare Buyer’s performance in breach and terminate the purchase order; (vi) repossess Parts for which payment has not been made; (vii) make future deliveries on a cash-with-order or cash-in-advance basis; (viii) charge interest on delinquent amounts at a rate of 1.5% per month or the maximum rate permitted by law, if lower, for each month or part thereof; (ix) charge storage or inventory carrying fees on Parts; (x) recover all costs of collection including, without limitation, reasonable attorneys’ fees; (xi) if Buyer is delinquent on a payment schedule, accelerate all remaining payments and declare the total outstanding balance then due and owing; or (xii) combine any of the above rights and remedies as may be permitted by applicable law. The above remedies are in addition to all other remedies available at law or in equity.
(d) If Buyer disputes VAS’s invoice, or any portion thereof, Buyer will so notify VAS within thirty (30) calendar days of the date of VAS’s invoice. The parties will use all reasonable efforts to resolve invoice disputes expeditiously. Notwithstanding any invoice disputes, Buyer shall promptly remit payment for invoices, or portions thereof, not in dispute.
(e) VAS may set off payments made on a purchase order or future purchases for amounts owed on other purchase orders where payment is delinquent.
Compliance with Laws
Buyer represents and warrants that it will comply in all respects with all laws, rules, regulations, ordinances, proclamations, demands, directives, or other legal requirements that now govern or may hereafter govern the Parts, including but not limited to the US Foreign Corrupt Practices Act, UK Bribery Act and those of all applicable agencies and instrumentalities of the United States and foreign countries. Buyer agrees upon request to furnish VAS with a certificate of compliance relating to any such laws and regulations in such form as VAS may require. Buyer agrees to indemnify and hold VAS harmless from any liability arising from any failure of Buyer to comply with such laws and regulations.
Governing Law, Venue and Jurisdiction
These Terms and Conditions and the transactions arising out of or related to Buyer’s purchase order will be governed by and interpreted in accordance with the laws of the State of Arizona, without regard to conflicts of law principles. This choice of the governing law shall also apply to non-contractual claims, including tort claims, arising out of or related to Buyer’s purchase order. The United Nations Convention on Contracts for the International Sale of Goods, and any successor thereto, shall not apply. To the fullest extent permitted by law, Buyer hereby unconditionally and irrevocably waives any claim to assert that the law of any other jurisdiction governs these Terms and Conditions and the transactions arising out of or related to Buyer’s purchase orders. Venue and jurisdiction for all legal proceedings of any kind or nature brought to enforce or relating to or arising from any provisions of these Terms and Conditions or the transactions arising out of or related to Buyer’s purchase order shall lie exclusively in a court of competent jurisdiction in the State of Arizona, and Buyer hereby irrevocably submits to the exclusive jurisdiction of such courts in any such legal proceedings, and hereby expressly and irrevocably waives its rights to any other jurisdiction that may apply by virtue of its present or future domicile or for any other reason. This choice of jurisdiction shall also apply to legal proceedings of any kind or nature brought to enforce any non-contractual claims, including tort claims, arising out of or related to Buyer’s purchase order. If Buyer is organized outside the United States, to the extent that Buyer or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise from any legal action, suit or proceeding, or other legal process in any jurisdiction, Buyer for itself and its property does hereby irrevocably and unconditionally waive, and agrees not to assert, plead or claim, any such immunity with respect to its obligations, liabilities or any other matters resulting from or arising under or in connection with these Terms and Conditions and the transactions arising out of Buyer’s purchase order. Nothing in these Terms and Conditions are to be construed as excluding any mandatory local law which cannot be excluded.
