Terms and Conditions of Sale

CLEAR COMMERCIAL TERMS FOR INTERNATIONAL AIRCRAFT COMPONENT TRANSACTIONS

Windaero — Legal These Terms and Conditions of Sale apply to quotations, order acknowledgements, invoices and sales contracts issued by the applicable Windaero selling entity for the sale of aircraft parts, components, rotables, consumables and related aviation goods and services, unless expressly agreed otherwise in writing. These Terms are intended for professional aviation buyers, including airlines, MRO organisations, aircraft operators, leasing companies, OEMs, distributors and aviation traders, and do not apply to consumer purchases. Last updated: 2026.07.01
01

Definitions

Buyer
The person or entity identified as the purchaser in the applicable quotation, order acknowledgement, invoice or contract.
Windaero
The Windaero legal entity identified in the applicable quotation, order acknowledgement, invoice or contract as the seller.
Goods
Aircraft parts, components, rotables, consumables and other aviation goods supplied by Windaero.
Services
Any services provided by Windaero in connection with the Goods, where applicable.
Order
A Buyer purchase order accepted in writing by Windaero.
Contract
The agreement formed between Windaero and the Buyer for the sale of Goods or Services, comprising the applicable quotation, Order acknowledgement, invoice and these Terms.
Delivery
The point at which risk in the Goods passes from Windaero to the Buyer, as determined under Section 6.
Documentation
Traceability, airworthiness and other documentation supplied with the Goods.
Applicable Law
The law governing the Contract as determined under Section 21.
Business Day
A day other than a Saturday, Sunday or public holiday in the place where Windaero's relevant selling entity is established.
02

Application of terms

These Terms and Conditions of Sale ("Terms") govern the sale of Goods and Services by Windaero. They apply to every quotation, Order acknowledgement, invoice and Contract issued by Windaero unless expressly agreed otherwise in writing by an authorised representative of Windaero. Any terms proposed by the Buyer, including terms referenced in a Buyer purchase order, do not form part of the Contract and do not apply, regardless of any reference to them in correspondence, unless expressly accepted in writing by Windaero. A quotation issued by Windaero is an invitation to the Buyer to place an Order. No Contract is formed until Windaero has accepted the Buyer's Order in writing.
03

Quotations and orders

Quotations are subject to availability of the Goods and remain valid only for the period stated in the quotation, or if no period is stated, for a reasonable time. A Contract is formed only when Windaero accepts a Buyer's Order in writing. Windaero is not obliged to accept any Order. Amendments to an accepted Order require Windaero's written agreement. Windaero may revise price and delivery schedules to reflect any agreed amendment, and may charge the Buyer for work or costs reasonably incurred before the amendment that are rendered unnecessary by it. If the Buyer cancels an accepted Order, Windaero may charge the Buyer for costs and expenses reasonably incurred up to the date of cancellation.
04

Prices, taxes and charges

Prices are stated in the applicable quotation or Order acknowledgement and, unless stated otherwise, are exclusive of value added tax, sales tax, customs duties, import or export charges, freight, insurance, bank charges and any other applicable governmental charge. The Buyer is responsible for all such taxes, duties and charges arising in connection with the Contract, except to the extent expressly included in the price stated by Windaero.
05

Payment

Payment terms are as stated in the applicable quotation or invoice. Unless credit terms have been agreed in writing, payment is due prior to Delivery. Windaero may require advance payment for an Order. Credit terms, where offered, are extended solely at Windaero's discretion and may be varied, suspended or withdrawn if the Buyer's financial position gives reasonable cause for concern. Amounts not paid by the due date accrue interest on a daily basis at the rate stated in the applicable invoice, or if no rate is stated, at a reasonable commercial rate, together with Windaero's reasonable costs of recovery. The Buyer must pay all amounts due in full, without deduction, set-off or withholding, except as required by law. Where payment is overdue or the Buyer's creditworthiness gives reasonable cause for concern, Windaero may suspend credit terms, suspend or delay further deliveries, and withhold performance of any related Order, without liability to the Buyer.
06

Delivery and Incoterms

Unless otherwise stated in Windaero's quotation or Order acknowledgement, delivery shall be made under the Incoterm and named place specified in that document. The Order must clearly state the method of shipment and destination. Freight, insurance and delivery charges are payable by the Buyer as a separate item, except to the extent expressly included in the price. Where a carrier is engaged to transport the Goods, the carrier acts as the Buyer's agent. Any claim for loss or damage in transit, or for delay, must be pursued by the Buyer directly against the carrier. Windaero will use reasonable efforts to meet an estimated delivery date, but a failure to do so does not entitle the Buyer to cancel the Order or claim damages, except where expressly agreed in writing. Where the Buyer does not provide shipping instructions before the earliest permitted delivery date, Windaero may invoice the Buyer and hold the Goods for the Buyer's account, at the Buyer's risk and expense, or cancel the Order and hold the Buyer responsible for costs reasonably incurred as a result. Windaero may deliver the Goods in instalments where reasonable to do so. Each instalment is treated as a separate delivery under the Contract.
07

Title and risk

Risk in the Goods passes to the Buyer on Delivery. Title to the Goods does not pass to the Buyer until Windaero has received payment in full of all amounts due in respect of the Goods, including any applicable taxes and other charges. Until title passes, the Buyer holds the Goods on a fiduciary basis for Windaero, must keep them separately identifiable, and must not create any charge, lien or other encumbrance over them. Where enforceable under Applicable Law, Windaero may recover possession of Goods for which payment has not been received in full.
08

Inspection and acceptance

The Buyer must inspect the Goods promptly following Delivery and, in any event, within 30 days of Delivery ("Inspection Period"), and must notify Windaero in writing of any non-conformity, documentation discrepancy or visible shipping damage identified during that period. If the Buyer does not notify Windaero of a non-conformity within the Inspection Period, the Goods are deemed accepted, without prejudice to any warranty rights under Section 10. Claims relating to loss or damage occurring in transit must be directed to the carrier in accordance with Section 6.
09

Traceability and documentation

Windaero supplies the applicable traceability and airworthiness documentation associated with each Good, as appropriate to that Good and the transaction. The Buyer must review the Documentation supplied with the Goods during the Inspection Period and notify Windaero promptly in writing of any discrepancy. Original tags and Documentation supplied with the Goods must not be altered, removed or replaced by the Buyer, except with Windaero's prior written consent or as required in connection with an approved return under Section 11.
10

Limited warranty

Windaero warrants that, on Delivery, the Goods will conform in all material respects to the description and condition stated in the applicable quotation or Order acknowledgement, and that Windaero has good title to the Goods, free of any undisclosed lien or encumbrance. This warranty does not apply to any non-conformity, defect or damage arising from misuse, improper installation, unauthorised repair or alteration, accident, negligence, or use of the Goods contrary to the applicable manufacturer's instructions, in each case occurring after Delivery. Except as expressly stated in this Section, and to the fullest extent permitted by Applicable Law, all other warranties, conditions and representations, whether statutory, implied or otherwise, are excluded. Nothing in this Section implies that Windaero is the manufacturer of the Goods unless expressly stated in the applicable quotation or Order acknowledgement.
11

Returns

No Goods may be returned without Windaero's prior written return authorisation. A request for return authorisation must be made within the Inspection Period referred to in Section 8, and the Goods must be received by Windaero within 45 days of Delivery. Returned Goods must be in their original condition, with original tags and Documentation attached. The Buyer is responsible for shipping costs on return, which will be reimbursed by Windaero where the Goods are confirmed to be non-conforming or defective. Windaero will inspect all returned Goods on receipt before accepting or rejecting the return. Where Windaero agrees, at its discretion, to accept the cancellation of an Order otherwise than for non-conformity, a restocking fee may apply as stated in the applicable Order acknowledgement. Where a return is accepted, Windaero will, at its discretion, provide a replacement, repair, credit or refund in respect of the returned Goods.
12

Export control, sanctions and end use

The Buyer must comply with all applicable export control and sanctions laws in connection with the Goods, including, where applicable, the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, and applicable European Union, United Kingdom, United Nations and other sanctions regimes. Not every Good is subject to the U.S. Export Administration Regulations or the International Traffic in Arms Regulations; applicability depends on the specific Good and transaction. The Buyer must not export, re-export, transfer or otherwise make available any Good, directly or indirectly, to any destination, entity or individual restricted under applicable export control or sanctions laws, including any party identified on the Specially Designated Nationals and Blocked Persons List or other applicable restricted or denied party list. The Buyer is responsible for correctly stating the end use and actual end user of the Goods, and must promptly provide Windaero with any information or documentation, such as an end-user statement, reasonably required to support an export or import licence application. Windaero will use reasonable efforts to obtain any export licence required by law but does not guarantee that any such licence will be granted. Windaero may refuse, suspend or cancel a transaction, without liability to the Buyer, where Windaero reasonably believes that completing the transaction may breach, or contribute to a breach of, applicable export control or sanctions laws. The Buyer must not divert the Goods to any use, destination or party inconsistent with the end use and end user declared to Windaero.
13

Buyer responsibilities

The Buyer is responsible for ensuring that the Goods are used, installed and maintained correctly, by suitably qualified personnel, and in accordance with the applicable manufacturer's instructions and Documentation. The Buyer is responsible for obtaining any licences, permits or regulatory approvals required for its use, import or onward supply of the Goods, and for complying with Applicable Law in doing so. The Buyer is responsible for the accuracy of any end-user and end-use information it provides to Windaero, and for maintaining adequate insurance in respect of the Goods from the time risk passes. The Buyer must promptly provide Windaero with any information reasonably requested in connection with the Contract, including information required for export control, sanctions or documentation purposes.
14

Force majeure

Windaero is not liable for any delay in performance, or failure to perform, resulting from causes beyond its reasonable control, including government action, war, sanctions, embargoes, epidemics, natural disasters, labour disruption, carrier delay, supply shortages, and export or import restrictions. Where such an event continues for a material period, Windaero may terminate the affected Order, or the affected part of it, by written notice to the Buyer, without liability.
15

Limitation of liability

Subject to the remainder of this Section, Windaero's total liability arising out of or in connection with the Contract, whether in contract, tort (including negligence) or otherwise, shall not exceed the price paid by the Buyer for the Goods giving rise to the claim. Windaero is not liable for any indirect or consequential loss, or for loss of profit, revenue, business or anticipated savings, whether or not such loss was foreseeable. Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded under Applicable Law.
16

Indemnity

The Buyer shall indemnify Windaero against claims, losses, liabilities and reasonable costs arising from: the Buyer's misuse of the Goods; unauthorised modification of the Goods; unlawful export, re-export or diversion of the Goods; the provision of false or inaccurate end-use or end-user information; or the Buyer's violation of Applicable Law in connection with the Contract.
17

Assignment and subcontracting

Windaero may assign or subcontract the performance of any Order, in whole or in part, unless otherwise agreed in writing. The Buyer may not assign any right or obligation arising under the Contract without Windaero's prior written consent.
18

Suspension and termination

Windaero may suspend performance of any Order, or terminate the Contract by written notice, where: payment is overdue; the Buyer's creditworthiness gives reasonable cause for concern; the Buyer is in material breach of the Contract; a sanctions, export control or compliance concern arises in connection with the transaction; required Documentation or end-use information is not provided; or the Buyer becomes insolvent or subject to equivalent proceedings.
19

Confidentiality

Each party must keep confidential any commercial, technical or pricing information disclosed by the other party in connection with the Contract that is designated as confidential or would reasonably be understood to be confidential, and must not disclose it to any third party except as necessary to perform the Contract or as required by law.
20

Intellectual property

Supply of the Goods or Documentation does not transfer any intellectual property rights in the Goods, including any rights held by the original equipment manufacturer. No licence to use any trademark, patent, design or other intellectual property is granted except as necessary for the Buyer's ordinary use of the Goods.
21

Governing law and jurisdiction

For Buyers in [JURISDICTION/CATEGORY]: [LAW AND FORUM]. For all other Buyers: [LAW AND FORUM].
22

Entire agreement

The Contract, comprising the applicable quotation, Order acknowledgement, invoice, these Terms and any specifically negotiated written terms, constitutes the entire agreement between the parties in relation to its subject matter, and supersedes all prior discussions, representations and agreements on that subject matter. Each party confirms that it has not relied on any statement not set out in the Contract. Any amendment to the Contract must be agreed in writing by both parties.
23

Waiver, severability and survival

No failure or delay by either party in exercising a right under the Contract operates as a waiver of that right. A waiver of any breach does not operate as a waiver of any subsequent breach. If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force and effect. Provisions of these Terms that by their nature are intended to survive termination or expiry of the Contract, including Sections 7, 10, 12, 15, 16, 19 and 20, continue to apply after termination or expiry.
24

Notices

Contractual notices under the Contract must be given in writing and sent to the address or email address for the relevant party stated in the applicable quotation, Order acknowledgement or Contract, or such other address as that party notifies in writing. [Formal notice address to be confirmed.]
25

Contact

Questions regarding these Terms, or a specific Order or Contract, may be directed to support@windaero.com.
QA

Quality and certification

Windaero maintains a documented Quality Management System. Where applicable, current certification details may be provided upon request.

Questions about these Terms

For questions regarding these Terms or a specific quotation, Order or Contract, contact our team.
rfq@windaero.com  →
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