Terms and Conditions

Agreement to These Terms

These Terms and Conditions ("Terms") are a binding agreement between you and Western Spark LLC ("Western Spark," "we," "us," or "our"). They apply to your access to and use of our website and to any quotation, order, sale, or supply of aircraft parts, components, and related products and services (collectively, "Products"). By accessing our website, or by requesting, ordering, or purchasing Products from us, you accept these Terms. If you do not agree, please do not use our website or purchase from us.

Eligibility and Business Use

Our website and Products are intended for businesses and aviation professionals. By using our website or transacting with us, you represent that you are at least 18 years old, that you are acting on behalf of a business or organization, and that you have the authority to enter into these Terms on its behalf. Our website is not directed to consumers or to children.

Use of the Website

You may use our website only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the website in any way that violates applicable law or regulation;
• Attempt to gain unauthorized access to, interfere with, or disrupt the website, its servers, or connected networks;
• Use any robot, scraper, or other automated means to access or harvest data from the website without our permission;
• Introduce any virus, malware, or other harmful code; or
• Use the website or its content for any unlawful or unauthorized commercial purpose.

Intellectual Property

The website and its contents — including text, graphics, logos, images, and the Western Spark name and marks — are owned by or licensed to Western Spark and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to access and use the website for your internal business purposes. You may not copy, reproduce, republish, distribute, or create derivative works from any part of the website without our prior written consent.

Product Information, Quotes, and Availability

Product listings, descriptions, specifications, and pricing shown on our website or in our communications are for general information only and may change without notice. We do not sell Products directly through the website, and any prices or availability shown are indicative and do not constitute an offer to sell. Submitting a request for quote (RFQ) or other inquiry does not create a contract; a sale is formed only as described in the Terms of Sale below.

Third-Party Links

Our website may contain links to third-party websites or resources that we do not control. We provide these links for convenience only and are not responsible for the content, products, or practices of any third party. Your use of third-party websites is at your own risk and subject to their terms.

Terms of Sale of Products

The following terms apply to all quotations, orders, and sales of Products by Western Spark, unless we and the buyer have signed a separate written agreement that expressly governs the transaction. These Terms apply to the exclusion of any terms the buyer seeks to impose, including any terms contained in a buyer's purchase order, and no such buyer terms will be binding on Western Spark unless we expressly agree to them in writing.

Quotations and Orders

Quotations are valid for seven (7) days from the date issued, unless stated otherwise, and may be withdrawn or revised before acceptance. All quotations and orders are subject to availability and to our acceptance. A binding contract is formed only when we accept an order or issue an order confirmation or invoice. We may decline any order at our discretion, including where required by law or by our trade-compliance screening.

Prices and Taxes

Prices are quoted in U.S. dollars and, unless stated otherwise, are exclusive of all taxes, duties, tariffs, freight, insurance, and other charges. The buyer is responsible for all applicable sales, use, value-added, customs, import, and similar taxes and duties. Prices are based on the costs in effect at the time of quotation and may be adjusted for changes outside our control prior to acceptance.

Payment

Unless we have agreed to credit terms in writing, payment in full is due before shipment of the Products (prepayment). We accept payment by ACH transfer, wire transfer, and, where pre-approved, credit card. Certain payment methods may be subject to processing fees. Where we extend credit to an approved customer, payment is due on the terms stated on the applicable invoice. Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, and the buyer is responsible for our reasonable costs of collection. We may withhold shipment or suspend performance while any amount owed is overdue.

Delivery, Title, and Risk of Loss

Unless otherwise agreed in writing, Products are sold Ex Works (Incoterms 2020) the shipping point we designate, which may be our facility or the location of a manufacturer, supplier, or other point of origin. Title and risk of loss pass to the buyer when the Products are made available for collection or handed to the carrier at the designated shipping point. The buyer is responsible for arranging and paying for shipping, insurance, duties, and import formalities. Any delivery dates we provide are estimates only, and we are not liable for delays in delivery.

Inspection and Acceptance

The buyer must inspect Products promptly on receipt and notify us in writing of any shortage, damage, or nonconformity within ten (10) days of delivery. If the buyer does not provide timely notice, the Products will be deemed accepted. Claims for visible damage or shortage in transit must also be made against the carrier.

Returns

Products may not be returned without our prior written authorization and a Return Material Authorization (RMA) number. Authorized returns may be subject to a restocking fee and must be unused, in their original condition and packaging, and accompanied by all documentation. Certain Products are not returnable, including special-order, custom, electrostatic-sensitive, hazardous, or used/serviceable items, and any Product without its original certification or traceability. The buyer is responsible for return shipping costs unless the return results from our error.

Warranties and Disclaimer

Western Spark sources Products from a range of manufacturers and suppliers. We warrant that, at the time of delivery, Products will conform to the description and documentation we provide and that we will convey good title. To the extent a manufacturer's or supplier's warranty applies to a Product and is transferable, we will pass that warranty through to the buyer; the remedies under any such warranty are provided by the manufacturer or supplier, and not by Western Spark. Except as expressly stated in these Terms, Products are supplied "as is," and the buyer is responsible for determining the suitability and airworthiness of any Product for its intended use.

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Parts Documentation and Airworthiness

Products are supplied with the documentation and traceability described in the applicable quotation or invoice. The buyer is responsible for reviewing all documentation and for ensuring that any Product is inspected, tested, certified, and determined to be airworthy and suitable by appropriately qualified personnel before it is installed or returned to service. Western Spark is not a repair station and does not certify the airworthiness of Products.

Export Control and Trade Compliance

Products and related technical data may be subject to U.S. export control and sanctions laws, including the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and regulations administered by the U.S. Office of Foreign Assets Control (OFAC), as well as the laws of other jurisdictions. The buyer agrees to comply with all applicable export, re-export, sanctions, and trade laws, and not to sell, export, re-export, divert, or transfer any Product in violation of those laws, or to any restricted or denied party or embargoed destination. The buyer will provide end-use and end-user information on request. We may suspend or cancel any order or shipment where necessary for compliance, without liability.

Limitation of Liability

To the fullest extent permitted by law, Western Spark will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, data, use, or goodwill, arising out of or relating to the website, the Products, or these Terms, even if advised of the possibility of such damages. Our total aggregate liability arising out of or relating to any Product or order will not exceed the amount paid to us by the buyer for the specific Product giving rise to the claim. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law.

Indemnification

The buyer agrees to 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 the buyer's breach of these Terms, the buyer's use, handling, installation, resale, export, or return-to-service of any Product, or the buyer's violation of any law or the rights of any third party.

Force Majeure

We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, supplier or carrier failures, shortages, epidemics or pandemics, governmental actions, export or import restrictions, or failures of transportation or utilities.

Governing Law and Dispute Resolution

These Terms, and any dispute arising out of or relating to them or to any Product, 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 you consent to the personal jurisdiction and venue of those courts. The parties will attempt in good faith to resolve any dispute informally before commencing proceedings.

General

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full effect. Our failure to enforce any right or provision is not a waiver of that right or provision. The buyer may not assign or transfer its rights or obligations without our prior written consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets. These Terms, together with any quotation, order confirmation, or invoice we issue, constitute the entire agreement between the parties regarding their subject matter and supersede all prior understandings.

Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the "Last updated" date at the top of this page. Changes apply to website use from the date posted and to orders placed after that date. We encourage you to review these Terms periodically.

Contact Us

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

Western Spark LLC

647 Strander Blvd., Tukwila, WA 98188 USA

Email: [email protected]