Purchase Order Terms and Conditions

Agreement to These Terms

These Purchase Order Terms and Conditions ("PO Terms") govern every purchase order ("PO") issued by Western Spark LLC ("Western Spark," "we," "us," or "our") to a supplier, vendor, or other source ("Supplier") for the purchase of aircraft parts, components, materials, or related products ("Products"), including Products shipped by Supplier directly to Western Spark's customer as a drop shipment. By accepting a PO — whether by written acknowledgment, commencing performance, or shipping Products — Supplier agrees to be bound by these PO Terms.

Order of Precedence

These PO Terms, together with the applicable PO, constitute the agreement governing the purchase. These PO Terms apply to the exclusion of any terms Supplier seeks to impose, including terms in Supplier's quotation, order acknowledgment, invoice, or packing slip, and no such Supplier terms will be binding on Western Spark unless we expressly agree to them in writing. If a separate written agreement signed by both parties expressly governs the transaction, that agreement controls to the extent of any conflict with these PO Terms.

Traceability and Documentation

Supplier shall ensure all Products are traceable to a prior source and accompanied by documentation sufficient to establish that traceability, appropriate to the class of part. Supplier shall provide this documentation with every shipment, including drop shipments made directly to Western Spark's customer, prior to or concurrent with delivery.

Compliance with Purchase Order Requirements

Products must conform in all respects to the part number, quantity, condition, and any special requirements stated on the PO. Supplier shall not substitute or deviate from the PO without Western Spark's prior written approval.

Approved Sources

Except as Western Spark approves in writing, Products shall be procured by Supplier only from sources that can provide the documentation described in these PO Terms. Western Spark maintains an approved supplier list and may request information from Supplier to establish or maintain that approval.

Condition and Exposure History

Supplier shall disclose to Western Spark, in writing, if a Product is known to have been subjected to conditions of extreme stress, heat, or environment — including a major failure, accident, fire, or immersion — or was previously installed in a public aircraft, including a government-use or military aircraft.

Airworthiness Directive Compliance

Where a Product is represented as having had an Airworthiness Directive (AD) accomplished, Supplier shall provide documentation specifying the AD number, amendment number, date of compliance, and method of compliance.

Overhaul, Repair, and Modification Documentation

Products identified as overhauled, rebuilt, repaired, inspected, or modified must be accompanied by signed and dated documentation — not stamped or preprinted — substantiating the condition of the part.

Part Marking and Identification

Supplier shall not alter, remove, or replace any manufacturer's data plate or part-number marking, and shall ensure no ambiguity exists as to a part's manufacturer or applicable specification.

Packaging, Handling, and ESD Precautions

Unless otherwise agreed, Products shall be packaged in the manufacturer's original packaging where practical, or in ATA Specification 300 packaging or equivalent. Packaging shall identify the manufacturer, part number, serial or lot/batch number as applicable, and quantity. Products subject to damage from electrostatic discharge shall be packaged and handled using appropriate ESD precautions. Flammable, toxic, or volatile materials shall be packaged in accordance with the manufacturer's instructions and applicable regulations.

Hazardous Materials

Where a PO involves hazardous materials, Supplier shall package, label, and transport those materials in accordance with the applicable requirements of Title 49 of the Code of Federal Regulations (49 CFR) and any other applicable law.

Counterfeit and Unapproved Parts

Supplier shall not furnish counterfeit, unapproved, or suspected unapproved parts. If Supplier becomes aware that a Product furnished to Western Spark may be counterfeit or unapproved, Supplier shall notify Western Spark in writing immediately.

Notice of Nonconformance

If Supplier discovers, after delivery, that a Product furnished to Western Spark was nonconforming, mislabeled, or otherwise did not meet these PO Terms, Supplier shall notify Western Spark in writing without delay.

Inspection and Rejection

All Products are subject to inspection by Western Spark notwithstanding any prior inspection or certification by Supplier. Western Spark may reject and return, at Supplier's expense, any Product that does not conform to these PO Terms or the applicable PO, and may require replacement, credit, or refund at Western Spark's election.

Records, Retention, and Cooperation

Supplier shall retain the documentation described in these PO Terms for a period sufficient to support Western Spark's own record-retention obligations, currently at least seven years from the date of sale to Western Spark's customer, and shall make such records available to Western Spark upon reasonable request, including where necessary to respond to a customer, the FAA, or another applicable regulatory or accreditation authority.

Warranties

Supplier warrants that, at the time of delivery: (a) it has good and transferable title to the Products, free of any lien or encumbrance; (b) the Products conform to the PO and to all documentation, certifications, and representations provided with them; and (c) the Products are free from defects in material and workmanship. These warranties are in addition to, and do not limit, any warranty provided by the original manufacturer or other source that is passed through to Western Spark.

Indemnification

Supplier shall indemnify, defend, and hold harmless Western Spark and its officers, employees, and agents from and against any claims, losses, liabilities, damages, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to Supplier's breach of these PO Terms, any nonconforming, counterfeit, or unapproved Product supplied by Supplier, or Supplier's violation of any law or the rights of any third party.

Delivery, Risk of Loss, and Title

Supplier shall deliver Products in accordance with the delivery terms stated on the PO. Unless otherwise stated on the PO, title and risk of loss pass to Western Spark upon Western Spark's — or, in the case of a drop shipment, Western Spark's customer's — receipt of the Products. Supplier is responsible for packaging adequate to prevent loss or damage in transit.

Pricing and Payment

Pricing is as stated on the PO and is firm unless otherwise agreed in writing. Supplier shall invoice Western Spark in accordance with the PO, and payment terms are as stated on the PO or as otherwise agreed in writing between the parties.

Force Majeure

Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, carrier failures, shortages, epidemics or pandemics, governmental actions, or export or import restrictions.

Governing Law and Dispute Resolution

These PO Terms, and any dispute arising out of or relating to them or to any PO, are governed by the laws of the State of Washington, U.S.A., without regard to its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. The state and federal courts located in King County, Washington will have exclusive jurisdiction, and Supplier consents to the personal jurisdiction and venue of those courts.

General

If any provision of these PO Terms is found unenforceable, the remaining provisions remain in full effect. Supplier may not assign or subcontract its obligations under a PO without Western Spark's prior written consent. Western Spark's failure to enforce any right or provision is not a waiver of that right or provision. These PO Terms, together with the applicable PO, constitute the entire agreement between the parties regarding the subject matter of that PO.

Changes to These Terms

We may update these PO Terms from time to time. When we do, we will revise the "Last updated" date at the top of this page. Changes apply to POs issued on or after the date posted.

Contact Us

If you have questions about these PO Terms, please contact us at:

Western Spark LLC

647 Strander Blvd., Tukwila, WA 98188 USA

Email: [email protected]