The Blackhawk Group
Standard Terms and Conditions
These Standard Terms and Conditions (the “Terms”) establish the general terms governing the provision of aviation-related services and the sale or transfer of aircraft, engines, equipment, components, and related goods by the Service Provider (as defined below) to the Customer. These Terms are intended to apply to transactions conducted by Members of the Company Group (as defined herein), including services such as aircraft maintenance, repair, overhaul, inspection, modification, performance upgrades, technical services, parts sales, and aircraft or engine sales. These Terms are incorporated into and made a part of any applicable Work Order (as defined herein) and, together with such Work Order, form the complete agreement (the “Agreement”) between the parties with respect to the applicable goods and services.
1. Definitions. For purposes of these Terms:
“Company Group” means Avex Aviation Holdings, LLC d/b/a The Blackhawk Group and each of its direct and indirect subsidiaries and affiliates.
“Customer” means the person or entity purchasing goods or services from the Service Provider.
“Member” means any direct or indirect subsidiary or affiliate of Avex Aviation Holdings, LLC d/b/a The Blackhawk Group including Avex Aviation LLC, Silver Sky LLC, Glendale Blackhawk Maintenance, Blackhawk Modifications LLC, Blackhawk Aerospace Solutions LLC, Blackhawk Aerospace Technologies, LLC.
“Services” means maintenance, repair, overhaul, modification, inspection, installation, performance upgrades, technical services, parts sales, aircraft sales, engine sales, or other aviation-related services provided by the Service Provider.
“Service Provider” means the Member of the Company Group identified in the applicable Work Order.
“Work Order” means any written quote, service order, proposal, purchase agreement, invoice, or similar document issued by the Service Provider describing the Services.
2. Formation of Agreement. These Terms apply to all Services and transactions performed by any Member of the Company Group unless otherwise agreed in writing. The applicable Work Order, together with these Terms, constitutes the entire agreement between the parties. The entity identified as the Service Provider in the Work Order shall be the contracting party for the applicable transaction. In the event of conflict between a Work Order and these Terms, the Work Order shall control solely with respect to the Services described therein. All obligations of the Company Group entities and affiliates shall be several and not joint, and in no event shall a Member have any liability or obligation with respect to the acts or omissions of any other Member acting as the Service Provider.
3. Scope of Services. Service Provider shall perform the Services described in the applicable Work Order. Additional work requested by Customer or determined to be necessary during performance of Services may be performed upon Customer authorization and may result in additional charges. All Services shall be performed in accordance with applicable FAA regulations and industry standards.
4. Pricing, Deposits, and Payment Terms. Prices for Services and goods shall be as set forth in the applicable Work Order. Payment terms may be specified in the Work Order. Service Provider may require a deposit, pre-payment for parts or materials, or payment in full prior to servicing or sale of goods. Any deposit received from or on behalf of Customer in connection with services to be provided under this Agreement shall be deemed earned upon receipt and, unless otherwise expressly agreed in writing by the Service Provider, shall be non-refundable. Notwithstanding the foregoing, the Service Provider may, in Service Provider’s sole and absolute discretion, elect to refund all or any portion of a deposit. The Customer acknowledges and agrees that the Service Provider shall have no obligation to refund any deposit, in whole or in part, under any circumstances, including without limitation Customer’s cancellation, rescheduling, or failure to utilize the Services. If no payment terms are specified, payment shall be due within thirty (30) days of invoice date. Overdue amounts may accrue interest at the rate of 1.5% per month. If necessary, Customer shall be responsible for all reasonable costs of collection, including attorneys’ fees, to the extent permitted by law.
5. Taxes. Customer agrees to pay all taxes including sales, use, excise, value-added, services, consumption, or other taxes, duties, tariffs, fees, charges, or assessments of any nature that are assessed or levied in connection with the Services. Any applicable duties and/or tariffs shall be invoiced back to the Customer. Customer shall pay all taxes, duties, and tariffs in accordance with payment terms set forth in Section 4 herein.
6. Representations and Warranties. As applicable for the Service(s) being performed, Customer represents and warrants that (a) it has authority to authorize the Services; (b) it is the owner or authorized operator of the aircraft, engine, or other equipment; (c) the aircraft has been maintained in accordance with applicable regulations prior to delivery; (d) Customer shall provide accurate logbooks, maintenance records, and technical documentation necessary for performance of Services; and (e) Customer maintains hull insurance covering the aircraft and liability insurance customary for the operation of such aircraft. The Service Provider may request proof of insurance prior to commencement of Services.
7. Delivery of Aircraft and Risk of Loss. As applicable for the Services being performed, Customer shall deliver the aircraft or equipment to the Service Provider’s facility at Customer’s expense unless otherwise agreed. Except as expressly provided in these Terms, risk of loss or damage to the aircraft remains with Customer.
8. Insurance. The Company Group maintains general liability and hangarkeepers insurance covering operations conducted by its Members.
9. Warranty. Service Provider warrants that for the duration set forth in the Work Order, the Services will be free from defects in workmanship. If the Services performed do not meet this warranty, Service Provider will, at Service Provider’s option, either (a) reperform the defective Services or (b) refund the repair price allocable to the defective Services. The warranty period on any such re-performed Services will be the unexpired portion of the original warranty. Service Provider will not reimburse costs of movement of Customer’s aircraft. Service Provider will pass through to Customer any available manufacturer parts warranty and will use commercially reasonable efforts to assist Customer with administration of such warranty claims. Service Provider will reimburse Customer for reasonable freight charges Customer incurs for return of parts to Service Provider’s facility for warranty repairs. This warranty is exclusive and in lieu of all other warranties including warranties of merchantability and fitness for a particular purpose. This warranty is not assignable without Service Provider’s written consent and is applicable only if, following redelivery to the Customer, the aircraft, components, or equipment (a) has been transported, stored, installed, operated, handled, maintained and repaired in accordance with Airworthiness Directives and the then current recommendations of the equipment manufacturer as stated in its manuals, Service Bulletins or written instructions; (b) has not been altered, modified or repaired by anyone other than Service Provider; and (c) has not been subjected to accident, misuse, abuse or neglect.
10. Indemnification. To the fullest extent permitted by law, Customer shall indemnify and hold harmless the Service Provider and the other Members of the Company Group, and their respective officers, directors, employees, contractors, and agents, from and against any claims, damages, liabilities, and expenses due to Customer’s operations of the aircraft or aircraft parts or components, Customer’s breach of these Terms, or arising from loss of or damage to the aircraft or its components while the aircraft is in the care, custody, or control of the Service Provider, including while located at the Service Provider’s facilities, except to the extent such loss or damage is caused by gross negligence or willful misconduct of the Service Provider.
11. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE PROVIDER AND THE COMPANY GROUP’S LIABILITY ON ANY CLAIM OF ANY KIND INCLUDING NEGLIGENCE FOR ANY LOSS (INCLUDING DEATH) OR DAMAGES ARISING OUT OF, CONNECTED WITH OR RESULTING FROM THIS AGREEMENT OR FROM THE SALE, REPAIR OR USE OF ANY ARTICLE OR WORK COVERED BY OR FURNISHED UNDER THIS AGREEMENT SHALL IN NO CASE EXCEED THE PRICE ALLOCABLE TO THE ARTICLE OR WORK THAT GIVES RISE TO THE CLAIM. ANY SUCH LIABILITY SHALL BE CONDITIONED ON CUSTOMER PROVIDING PROMPT WRITTEN NOTICE TO THE SERVICE PROVIDER OF ANY CLAIM AND IN ANY EVENT, WITHIN ONE YEAR FROM THE DATE OF THE OCCURRENCE OF THE CLAIM, UNLESS THE PARTIES HAVE AGREED TO A DIFFERENT CLAIM PERIOD. IN NO EVENT SHALL THE SERVICE PROVIDER OR THE COMPANY GROUP BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUE OR PROFIT AND COST OF REPLACEMENT AIRCRAFT OR FROM ANY DAMAGE ARISING FROM OR RELATED TO ACTS OF WAR OR TERRORISM. THE PROVISIONS OF THIS SECTION 11 SHALL SURVIVE EXPIRATION OR ANY TERMINATION OF THIS AGREEMENT.
12. Possessory Lien and Right to Retain Aircraft. Service Provider shall have a possessory lien on the aircraft, engine, and related components and equipment for all unpaid charges relating to Services performed. Service Provider may retain possession of the aircraft, components, and equipment until payment in full is received, including applicable storage fees.
13. Aircraft and Engine Sales. If the Work Order involves the sale of an aircraft, engine, or other component or equipment, title shall transfer upon payment in full and delivery unless otherwise agreed. Except as expressly provided in writing, such items are sold “AS IS, WHERE IS.” All manufacturer warranties, if any, shall pass through to Customer to the extent assignable.
14. Excusable Delay/Force Majeure. Customer will excuse Service Provider and Company Group from, and Service Provider and Company Group will not be liable for, any delay in Service Provider’s performance due to causes beyond Service Provider’s reasonable control, including but not limited to: (a) war, warlike operations, armed aggression, terrorism, insurrection, riots, or sabotage; (b) fires, floods, explosions, earthquakes, serious accidents, inclement weather, or any other acts of God; (c) any acts of a government, governmental priorities, or governmental regulations or orders; (d) failure of or delays in transportation; (e) epidemics, pandemics, quarantine restrictions, or other similar circumstances; (f) inability to procure materials or parts, including unavailability of OEM parts, suppliers, and subcontractors to furnish parts, labor or materials within normal delivery times; (g) labor troubles causing cessation, slowdown, work stoppage or interruption of work; and (h) delays of any type that are caused by Customer. In the event of such delay, Service Provider may invoice Customer for all completed Services.
15. Affiliate Protection. All limitations of liability, releases, indemnities, and protections contained in these Terms apply equally to the Service Provider and to all other Members of the Company Group, and their respective officers, employees, contractors, and agents.
16. Governing Law and Dispute Resolution. These Terms shall be governed by the laws of the State of New York without regard to conflict of law principles. Any disputes arising from these Terms shall be resolved in the state or federal courts located in Westchester County, New York, and the parties consent to the jurisdiction of such courts.
17. Amendments. These Terms may be updated by the Company Group from time to time. The version in effect at the time a Work Order is accepted shall govern that transaction.
18. Engine Run-Up and Test Flights. In connection with the performance of maintenance, repair, inspection, modification, or troubleshooting Services, Service Provider may operate the aircraft, engines, or components as reasonably necessary, including but not limited to performing engine ground runs, system operational checks, and functional flight checks or test flights. Customer authorizes Service Provider and its pilots, employees, agents, and contractors to operate the aircraft for such purposes. Customer acknowledges that such operations are a necessary part of maintenance and airworthiness verification and agrees that the aircraft may be operated from the Service Provider’s facility or nearby airports as reasonably required. Except to the extent caused by gross negligence or willful misconduct, Customer agrees that all such operations shall be conducted at Customer’s risk, and Customer’s hull and liability insurance shall remain primary for any loss or damage arising from such operations. Customer represents that the aircraft is properly insured for such operations, including test flights conducted by persons other than Customer.
19. Storage/Abandonment of Aircraft or Equipment. Upon completion of the Services, Service Provider shall notify Customer that the aircraft, component, or equipment is ready for delivery. Service Provider may charge reasonable storage fees for aircraft or equipment remaining at its facilities greater than five (5) days after completion of Services or after notice that the aircraft is ready for pickup. If Customer fails to pay all outstanding amounts due or remove the aircraft, components, or equipment from Service Provider’s facility within ninety (90) days after notice of completion or written demand for payment, the aircraft or equipment may be deemed abandoned to the extent permitted by applicable law. Service Provider shall have the right to continue charging storage fees and enforce its lien rights. Service Provider shall not be liable for deterioration of the aircraft, components, or equipment occurring while stored or awaiting payment or removal.
20. Assignment. This Agreement may not be assigned without the prior written consent of the other party, except that Customer’s consent is not required for an assignment by the Company Group to one of its affiliates.
21. Confidentiality. Unless agreed in writing, any information shared with each party shall be held in confidence and may not be disclosed to others except as to each party’s insurers. This does not apply to information which: (a) is or becomes part of the general public knowledge other than as a result of breach of any confidentiality obligation; or (b) which was known prior to receipt from the non-disclosing party. This Agreement does not give either party the right to use the trademarks of the other or grant any rights to any patent or proprietary data owned or licensed by the other party, which may be accomplished by a separate agreement as needed.
22. Intellectual Property. This Agreement does not give either party the right to use the trademarks, patents, or other intellectual property of the other party, or grant any rights to any intellectual property owned or licensed by a party, or that which is first reduced to practice in performance of the Services.
23. Termination. Service Provider may terminate the Services for its convenience with thirty (30) days’ prior written notice. Either party may terminate this Agreement upon thirty (30) days written notice for breach of any material provision unless such breach is cured within the thirty (30) days. Service Provider may terminate this Agreement immediately if Customer (a) fails to make any of the required payments when due, (b) makes any agreement with Customer’s creditors due to Customer’s inability to make timely payment of Customer’s debts, (c) enters into compulsory or voluntary liquidation, (d) becomes insolvent, or (e) becomes subject to the appointment of a receiver of all or a material part of Customer’s assets. Upon any such termination, Customer will not be relieved of Customer’s obligation to pay for Services performed and Customer’s equipment or aircraft may be placed into storage and subject to the terms of Section 18.
24. Entire Agreement. These Terms, together with the applicable Work Order, constitute the entire agreement between the parties and supersede all prior agreements relating to the Services.
25. Severability. If any term, condition or provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable to any extent, the remaining terms, conditions and provisions shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.