Unless a separate written agreement is currently in force between you and Rosen Aviation with respect to the subject matter set forth herein, the following terms and conditions apply to all purchase orders and requests for quotation. Changes to these terms and conditions may occur at any time without prior notification.
These Terms and Conditions, together with additional terms from seller’s quotation or on seller’s Order Acknowledgment, constitute the entire agreement between buyer and seller.
You acknowledge and agree you have not relied on any promise, statement or representation made or given by or on behalf of Rosen Aviation which is not set out in these terms.
PURCHASE ORDERS
Ordering Procedure. As a minimum, Orders shall include (a) a list of Products and Support Services to be purchased or licensed; (b) the quantity of each of the Products or Support Services ordered; (c) the unit price for each of the Products and Support Services to be purchased; (e) the billing address; and (f) the delivery location. No Orders shall be accepted by Rosen and no shipments shall be made if Purchaser does not comply with the Order requirements set forth herein.
Order Placement. Orders placed by Purchaser are firm and binding on Purchaser once accepted in writing by Rosen. An Order shall not be valid and binding upon Rosen unless and until all the information required by the Ordering Procedure has been provided to Rosen and accepted by Rosen. After an Order has been accepted by Rosen, Purchaser may request changes in writing, to delivery location, term, specification, or quantity, provided such changes are accepted by Rosen in the Order Acknowledgment or through written confirmation. In such an event, at Rosen’s request, the Order shall be amended in writing by Purchaser to reflect such changes. Orders may not be cancelled, suspended, or changed by Purchaser without the prior written consent of Rosen. In the event Rosen agrees to cancel an order, cancellation fees (such as restocking fees) may apply. Products cannot be returned except as otherwise provided in the limited warranty or the Support Terms.
Order Acknowledgment. No Order shall be deemed to be accepted by Rosen until an Order Acknowledgement or written confirmation is provided by Rosen, or (if earlier) upon the day of shipment of the Products pursuant to the Agreement, or unless otherwise provided by Rosen. If applicable, the Order Acknowledgement will provide indicative delivery lead times. Rosen reserves the right to accept or reject the Order or the Quote signed by Purchaser at any time, without liability of any kind.
Order Cancellation. Rosen may cancel any accepted Order and may delay or decline to make any further shipments in the event of: (i) non-payment or other default by Purchaser; (ii) bankruptcy or insolvency of Purchaser; (iii) any proceeding brought by or against Purchaser, voluntarily or involuntarily, under any provision of any bankruptcy or other insolvency law of any nation or community of nations and any political subdivision thereof; or (iv) Restriction (as defined below) issued against the Products.
Stop-ship restrictions. Purchaser acknowledges that Products may be subject to a stop-ship restriction (“Restriction”). In such an event Rosen will provide reasonable notice to Purchaser of such Restriction; however Rosen does not guarantee the resolution of the Restriction, nor that the Order will be fulfilled. Any Order for Products subject to a Restriction will be fulfilled subject to availability in spite of the day and time of the Order. Any dates provided by Rosen in connection with the Restriction or shipment status are subject to change at any time by Rosen. In no event will Rosen be liable for any damages whatsoever related to Product availability, shortages or shipment delays in connection with the fulfillment of the Order.
PRICES
Prices (including licensing fees) will be as set forth in the applicable Quote or Order Acknowledgment.
Prices do not include freight, insurance costs, shipping handling fees, or taxes (including but not limited to import or export duties, sales, use, value-add, and excise taxes).
Possession of a price list does not constitute an offer to sell. Prices are subject to change without prior notice, and must be confirmed by Rosen Aviation, LLC (Rosen) prior to issuance of a purchase order. Current pricing for standard products can be obtained by contacting Customer Service at (541) 342-3802 or (888) 668-4955.
INVOICE AND PAYMENT
For an open account or company check, a Rosen credit application must be completed, signed and submitted for approval prior to shipment of an order along with W-9. For new accounts or accounts without credit orders will ship upon crediting of the account, or when Rosen’s financial institution clears funds.
Invoices are payable within thirty (30) days from the date of invoice in the method and currency identified by Rosen in the invoice. No discount for early payment is authorized. For new accounts or accounts without credit, orders will ship upon crediting of the account, or when Rosen’s financial institution clears funds.
Invoices shall be deemed accepted by Purchaser upon receipt, unless Purchaser advises Rosen in writing of a material error within three (3) working days after receipt.
Purchaser may not offset, defer or deduct any invoiced amounts that Rosen determined are not erroneous following such period.
An amount of 1.5 % per month will be charged to all past-due open accounts. Past due accounts will also be subject to credit hold pending receipt of delinquent amounts. Rosen reserves the right to withdraw any credit advanced at any time. International customers may be required to submit payment via wire transfer at the time payment is due.
Rosen, without waiving other rights or remedies and without liability to Purchaser, may suspend or terminate and refuse additional Orders for Products until overdue amounts are fully paid by Purchaser.
A charge of $250.00 will be assessed on all returned checks. In addition, customers may be required to prepay future orders pending resolution of returned check balances.
TAXES
Purchaser shall be responsible for, and shall pay or reimburse Rosen for, all Taxes “Taxes” means all present and future taxes, federal goods and services tax, sales and use or excise taxes, value added taxes, duties, import deposits, assessments, and other governmental charges (including any related penalties and interest), however designated that are now or hereafter imposed by or under any governmental authority or agency. Purchaser shall not be liable for any federal, provincial, municipal or other governmental taxes on income, now or hereafter imposed on the storage, sale, transportation, import or export of the Products. Rosen assumes responsibility to timely remit all Tax payments to the appropriate governmental authority in each respective jurisdiction.
All prices mentioned in connection with the Agreement are exclusive of taxes. For tax purposes, all taxes applied on an invoice are based on the ship-to location regardless if anything was shipped. Purchaser shall be responsible for informing Rosen of any changes in the primary location of their use of any Product(s) and/or Support Services.
DELIVERY AND ACCEPTANCE
All orders will be shipped according to the method indicated on the customer purchase order. If shipping method and account are not stipulated, UPS or FedEx ground service will be used, at Rosen’s discretion. All shipping costs are the responsibility of the customer, including shipping/freight costs, specialty packaging, insurance, and handling. Certain larger items must be shipped via freight; customers will assume responsibility if an alternative shipping method is chosen.
All shipments are F.O.B., Eugene, OR. Rosen is not responsible for damage caused in transit. It is the responsibility of the recipient to file damage claims with the freight company directly. If errors or shortages are detected in any shipment, Customer Service must be notified of the discrepancy within three (3) working days from the date of receipt.
PRODUCT LICENSE
For purposes of the Agreement, the terms “sale”, “sell”, “buy” or “purchase” shall be deemed to apply to and include the terms “license” or “provision of a service” as the context so requires and nothing herein shall be deemed to establish or imply that a purchase or sale is a conveyance of the underlying Intellectual Property Rights of the Products or Support Services (or any component, copy, derivative work, upgrade, update, improvement or modification thereof).
INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
The Agreement shall not be considered to be a sale of any Intellectual Property Rights or other proprietary interests embodied in the Products, the Documentation, the Support Services or any component thereof (or any copy, derivative work, upgrade, Update, improvement or modification thereof), and nothing herein shall be deemed to establish or imply that the license granted is a conveyance of any underlying Intellectual Property Rights to the Products.
All right, title, and interest in and to the Product, the Documentation, the Support Services and all Intellectual Property Rights arising out of or relating to the Product, in whole and in part, and all copies thereof, are, and shall remain, the sole and exclusive property of Rosen Aviation, and/or its licensors, except as expressly granted to the Purchaser in the Agreement. Rosen hereby reserves all rights not expressly granted to Purchaser.
CONFIDENTIALITY
Rosen and Purchaser acknowledge that each party may have access to certain of the other party’s confidential and proprietary information in connection with the performance of the Agreement (the “Information”). Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party’s Information, including those taken by such party to protect its own confidential information of a similar nature. Each party will use the other party’s Information solely to fulfill the purposes of this Agreement. Neither party will have any confidentiality obligation with respect to any portion of the other party’s Information that (i) it independently develops without reference to the Information, (ii) it lawfully obtains from a third party under no obligation of confidentiality or (iii) becomes available to the public other than as a result of its act or omission.
TEST DATA
Rosen Aviation conducts Engineering Testing to DO-160, DO-313, 14 CFR § 25.853(a) Amendment 25- 116, and 14 CFR § 25.1713(c) standards and can provide the appropriate company test reports if requested. If additional testing is required by the purchaser, Rosen will provide a quote, including cost and lead time to perform those tests or qualification activities and produce the corresponding Test Reports.
LIMITED WARRANTY
All Rosen manufactured products are warrantied to be free of defects in material and workmanship for a period of
48 months from the date of shipment. Upon completion of warranty repair the product will be warrantied for a period of 90 days or the balance of the original 4-year warranty period, whichever is longer. In the event that the original warranty has expired, the extended 90-day warranty is limited to the material and workmanship associated with the specific repair activity.
The following warranty exclusions apply:
- The elimination of externally generated noise caused by aircraft electrical systems or other components connected to any Rosen Aviation
- Costs associated with the installation, removal, or reinstallation of any
- Cosmetic damage to any product due to installation, removal, failure in following operating or care instructions, or any neglect or misuse of the
- Damage or malfunction caused by any unauthorized modification to the
- Any malfunction caused by improper installation or connection to industry standard cabin management or entertainment
- Any product that is returned for service with a broken tamper evident seal, indicating tampering or improper handling of the product by an unauthorized Violation of product Telaseal voids any warranty, either expressed or implied.
- Commercial-Off-The-Shelf products (those products not manufactured by Rosen) are backed by the product manufacturer’s warranty.
- OLED panels are warrantied for a period of 24 months from date of All other OLED display components are warrantied for the standard 48-month period from date of shipment.
- The effects of image retention and/or burn-in on any OLED Running the pixel refresh above recommended usage will void warranty.
Warranty services will be performed by Rosen. Parts being returned for warranty service must be processed in accordance with the Returns procedures described below.
Except as expressly set forth herein, the company makes no other warranties, expressed or implied, including any implied warranties of merchantability and fitness for a particular purpose. The company expressly disclaims all warranties not stated herein. Any implied warranties that may be imposed by law are limited to the terms of this expressed limited warranty.
Some states do not allow limitation on how long an implied warranty lasts. In such states, the limitations or exclusions of this Limited Warranty may not apply.
Some states do not allow the exclusion or limitation of incidental or consequential damages. In such states, the exclusion or limitation of this Limited Warranty may not apply.
RETURNS
Procedure: All returned goods must be accompanied by a packing list and Rosen issued RMA number that is clearly visible on the outer most packaging of the shipment. RMA numbers can be obtained by calling Customer Service at (541) 342-3802 or (888) 668-4955. Failure to follow this procedure may result in delay of repair, issuance of a credit memo, or loss of items not indicated on the packing list. Failure to follow these procedures can also result in the rejection of a shipment. Products returned for credit are subject to a 25% restocking fee.
Repair Certification: Unless referenced on our Capabilities List, all repaired products are shipped with a Certificate of Conformance. View our Capabilities List at www.rosenaviation.com to verify product shipped with 8130-3 tags.
Freight: Unless otherwise agreed upon, the sender must prepay all returns. No second party billing shipments will be accepted. It is the responsibility of the sender to package returned items in a manner that protects against transit damage. Freight damage resulting from improper packaging will be the sole responsibility of the sender.
Credit: No credit will be issued for missing parts, incorrect parts, customer damaged goods, freight damaged goods, or goods whose tamper evident seal has been violated.
Out-of-Warranty Repairs: Upon completion of a preliminary failure analysis, a quotation describing the repair activity and estimating the associated cost of repair will be provided to the customer. This quotation must be signed and returned to Customer Service prior to any repair being performed. If an open account is not already established with the customer, payment terms (if applicable) must be arranged prior to the repaired item being returned to the customer.
In the event that product is returned for bench testing only, or if failure analysis indicates that no defect exists, a flat fee per unit will apply.
COMPLIANCE WITH LAWS
Purchaser shall be solely responsible for and shall comply with all applicable laws, ordinances, rules and regulations imposed by any country or subdivision thereof applicable in connection with Purchaser’s performance under the Agreement, including but not limited to laws and regulations applicable to: (a) the import and export of the Products or Support Services; (b) the U.S. Foreign Corrupt Practices Act, or any other laws or regulations regarding corruption or bribery; or (c) the use of deceptive or misleading practices.
Purchaser shall obtain any and all permits, licenses, authorizations and/or certificates that may be required in any jurisdiction or by any regulatory or administrative agency in connection with the conduct of its business and the distribution or sale of the Products and Support Services if so authorized.
In addition to any other indemnity under the Agreement, Purchaser shall indemnify and hold Rosen harmless from and against any and all claims, damages and liabilities asserted by any person or entity against Rosen in connection with any acts or omissions of Purchaser or third parties acting on Purchaser’s behalf which constitute a breach of this Section. Purchaser’s indemnification under this Section shall include the payment of all reasonable attorneys’ fees and other costs incurred by Rosen or its affiliates. This provision shall survive any termination or expiration of the Agreement.
REGULATORY COMPLIANCE
Rosen products are intended for installation on civil aircraft. Aircraft installations must be performed in accordance with Federal Aviation Administration or other applicable Civil Aviation Authority regulations. The purchaser is responsible for ensuring compliance with regulatory requirements.
STANDARD PRODUCTS AND SUPPORT SERVICES
All Products shall be Rosen’s standard Products and Support Services. Unless specifically stated in a separate agreement between Rosen and Purchaser, Rosen shall have no obligation to create special or customized versions of any Product or Support Service, or to ensure that the Products and/or Support Services operate with Purchaser’s equipment, software, or systems. Rosen reserves the right, without prior approval from or notice to Purchaser, to make changes to any Product and/or Support Service to meet published Documentation, that do not adversely affect the performance of the Product or Support Service, such that the functionality or performance is less than that specified in the published Documentation; or when required for purposes of safety. Rosen also reserves the right to make changes to any Product and/or Support Service without any obligation to make the same changes to Products and/or Support Services previously ordered by or sold to Purchaser.