The following Standard Terms of Sale apply to, and supplement, all Silver Hawk Air quotations, sales orders, and invoices. By accepting a quotation or remitting payment for an invoice, Buyer agrees to these Standard Terms of Sale.
For purposes of these Standard Terms of Sale, the following definitions apply.
The term “Article” or, collectively, “Articles” means any item or items sold by Silver Hawk Air to a Buyer.
“Buyer”means the customer or other person or entity purchasing an Article from Silver Hawk Air.
“Consignee”means the person or entity designated by Buyer to receive the Article in a drop-ship arrangement, which may be Buyer or a third party.
The term “Beyond Economical Repair” (BER), “Repairable” (RP), “As Removed” (AR), “New”, “Overhauled” (OH), and “Repaired” are condition codes used in the aerospace industry and shall have the meanings commonly understood in the aviation aftermarket. The specific condition of an Article is identified on the applicable Silver Hawk Air quotation and invoice.
All quotations issued by Silver Hawk Air are valid for the period stated on the quotation. If no validity period is stated, the quote shall be valid for three (3) calendar days from the date of issue. All quotations are subject to prior sale. Prices are subject to change without notice after the validity period unless otherwise confirmed in writing. All quotations are in U.S. Dollars unless otherwise specified.
An order shall be deemed confirmed only upon (a) Silver Hawk Air’s written acknowledgment of the order, AND (b) receipt of cleared funds for the full invoice amount in Silver Hawk Air’s account.
(a) Prepayment Required. All sales are prepay. Payment in full via wire transfer or ACH is required before any Article will ship. Orders are not confirmed and parts will not be released for shipment until cleared funds are received in Silver Hawk Air’s account.
(b) Bank Fees. Buyer is responsible for all wire transfer, ACH, and intermediary bank fees, such that Silver Hawk Air receives the full invoiced amount in cleared funds. If the amount received is less than the invoiced amount due to bank fees, Buyer shall promptly remit the difference.
(c) Wire Transfer Verification. Wire transfer instructions will be sent under separate cover. Buyer is strongly advised to verbally verify wire transfer information with Silver Hawk Air by telephone before transmitting funds. Silver Hawk Air will not be responsible for losses resulting from Buyer’s failure to verify wire instructions through fraudulent emails or other social engineering attacks not originating from Silver Hawk Air.
(d) Currency. All invoices and payments shall be in U.S. Dollars unless otherwise agreed in writing.
(a) Domestic Shipments (within the U.S.). FOB Origin, Freight Collect on Buyer’s carrier account. Buyer must provide a valid carrier account number (FedEx, UPS, DHL, or other) prior to shipment. Title and risk of loss transfer to Buyer upon tender of goods to the carrier at the origin facility. Silver Hawk Air’s responsibility for the shipment ends at carrier pickup.
(b) International Shipments. FCA Vendor’s Facility (Incoterms 2020), Freight Collect on Buyer’s carrier account. Title and risk of loss transfer to Buyer upon delivery to Buyer’s nominated carrier at the origin facility. Silver Hawk Air acts as U.S. Principal Party in Interest (USPPI) and Exporter of Record for U.S. export control purposes. Buyer is the Importer of Record in the destination country and is responsible for all import duties, taxes, customs clearance, and destination-country regulatory compliance.
(c) Buyer’s Carrier Account. Buyer is responsible for providing a valid carrier account at time of order. If Buyer fails to provide a valid carrier account within a reasonable time after payment is received, Silver Hawk Air may delay shipment until the account is provided. Storage, delay, or related fees incurred during such delay may be invoiced to Buyer.
(d) Freight Claims. All claims for loss, damage, or delay in transit are Buyer’s sole responsibility and must be filed directly with the carrier. Silver Hawk Air will provide reasonable claim documentation assistance but assumes no liability for in-transit loss or damage.
Buyer shall inspect each Article upon receipt and notify Silver Hawk Air in writing of any shortage, visible damage, or documentation discrepancy within five (5) business days of delivery. Claims not made within this window are waived, and the Article shall be deemed accepted by Buyer.
(a) Airworthiness Disclaimer. Silver Hawk Air makes no independent representation that any Article is airworthy or acceptable for installation. These determinations are to be made by the installer based on inspection of the Article and the documentation forwarded by Silver Hawk Air in accordance with FAA Advisory Circular 00-56B.
(b) Pass-Through Warranties Only. Silver Hawk Air provides no warranty of any kind on the Articles. Any warranty applicable to an Article — including warranties of authenticity, anti-counterfeit, Suspected Unapproved Parts (SUP) status under FAA AC 00-56B, condition, performance, fitness, or otherwise — is provided solely by the OEM, repair facility, or supplier of the Article. Warranty terms, including duration, coverage, and remedies, are as set by the warrantor and as stated on the applicable Silver Hawk Air quotation or invoice. Silver Hawk Air will, upon Buyer’s request, identify the warrantor and forward warranty documentation, but assumes no responsibility for the warrantor’s performance.
(c) Condition. Articles are sold in the condition stated on the applicable quotation and invoice (e.g., New, Overhauled, Repaired, Inspected, Repairable, or As Removed). Buyer acknowledges the stated condition and accepts the Article on that basis.
(d) Disclaimer of All Other Warranties. EXCEPT FOR THE PASS-THROUGH WARRANTIES PROVIDED BY THIRD PARTIES AS SET FORTH ABOVE, SILVER HAWK AIR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
(a) Cancellation. Order cancellations prior to Silver Hawk Air receiving cleared funds may be accepted at Silver Hawk Air’s discretion. Cancellations after Silver Hawk Air has received funds shall be subject to a cancellation fee of twenty-five percent (25%) of the invoice value, plus any additional fees incurred or charged to Silver Hawk Air (including but not limited to freight, vendor restocking fees, and bank fees).
(b) Sales Final. All sales are final once Silver Hawk Air has received cleared funds. No returns will be accepted. Buyer’s sole remedies for non-conforming, damaged, or short-shipped Articles are as set forth in Section V (Inspection and Acceptance).
(a) Compliance with U.S. Law. All sales are subject to all U.S. export control laws and regulations, including the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce and the International Traffic in Arms Regulations (ITAR) administered by the U.S. Department of State.
(b) Buyer Cooperation. Buyer agrees to provide all information reasonably required by Silver Hawk Air to perform export compliance screening and licensing, including but not limited to: end-user identification, end-use description, ultimate destination, and consignee details. Buyer warrants that the information provided is accurate and complete.
(c) Re-Export Restrictions. Buyer agrees to comply with all applicable U.S. export and re-export restrictions. Buyer certifies that the Articles will not be sold, transferred, exported, or re-exported in violation of U.S. export control laws, and will not be used in connection with the design, development, production, or use of nuclear, chemical, or biological weapons, or missile delivery systems, or any other end use prohibited under U.S. law.
(d) Destination Control Statement. For Articles exported from the United States, the following statement applies and shall be included on commercial documentation: “These items are controlled by the U.S. Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. Government or as otherwise authorized by U.S. law and regulations.”
(e) Sanctioned Parties. Buyer warrants that neither Buyer nor any consignee, end-user, or other party involved in the transaction is listed on any U.S. denied parties, entity, or specially designated nationals list, and that the Articles will not be supplied to any sanctioned country, party, or end-use.
IN NO EVENT SHALL SILVER HAWK AIR’S TOTAL LIABILITY UNDER ANY SALE EXCEED THE INVOICE AMOUNT FOR THE ARTICLE GIVING RISE TO THE CLAIM. SILVER HAWK AIR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, AIRCRAFT-ON-GROUND (AOG) COSTS, OR BUSINESS INTERRUPTION, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, EVEN IF SILVER HAWK AIR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Any claim by Buyer against Silver Hawk Air arising out of or relating to the sale of an Article must be brought within the warranty period applicable to that Article (as provided by the OEM, repair facility, or supplier and stated on the applicable quotation or invoice), and in no event later than one (1) year from the date of delivery to Buyer or Consignee. Claims not brought within this period are waived, regardless of any longer period that may be available under applicable statutes of limitation.
Silver Hawk Air shall not be liable for any delay or failure to perform under these Standard Terms of Sale due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, government actions, sanctions, export restrictions, pandemics, labor disputes, supplier failures, transportation disruptions, natural disasters, or any other event of force majeure. In the event of such delay or failure, Silver Hawk Air may, at its option, (i) suspend performance for the duration of the event, (ii) cancel the affected order and refund any payments received for unshipped Articles, or (iii) deliver alternative Articles of equivalent specification subject to Buyer’s approval.
If any payment is reversed, charged back, or otherwise rendered uncollectible for any reason after Silver Hawk Air has shipped the Articles, Buyer shall immediately remit replacement payment in full to Silver Hawk Air, plus any reversal fees, bank fees, collection costs, or other expenses incurred by Silver Hawk Air. Title to the Articles shall not be deemed to have transferred until Silver Hawk Air has received non-reversible, final, cleared funds.
In the event that Silver Hawk Air incurs fees or costs for a collection agent or attorneys’ services or in connection with its use of an arbitrator, mediator, court system, or other legal proceeding in order to collect any amounts owed to Silver Hawk Air by Buyer, or otherwise to enforce any of Silver Hawk Air’s rights or Buyer’s obligations under these Standard Terms of Sale, Buyer shall be obligated to pay to Silver Hawk Air any and all costs and fees (including attorneys’ fees, storage fees, and shipping fees) associated directly or indirectly with such actions.
These Standard Terms of Sale shall be governed by and interpreted in accordance with the laws of the State of Oregon, without regard to its conflict of laws provisions. Buyer and Silver Hawk Air agree that any suit or proceeding arising out of or relating to these Standard Terms of Sale shall be brought in a trial court in Oregon, and both parties consent to the personal jurisdiction and venue of that court.
If any provision of these Standard Terms of Sale is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
These Standard Terms of Sale, together with the applicable Silver Hawk Air quotation and invoice, constitute the complete and exclusive agreement between the parties with respect to the sale of Articles. Any terms or conditions in Buyer’s purchase order, order confirmation, or other document that conflict with, add to, or modify these Standard Terms of Sale are expressly rejected and shall have no effect unless agreed to in writing by Silver Hawk Air. No amendments or additions to these Standard Terms of Sale shall be effective unless in writing and signed by both Silver Hawk Air and Buyer.
Document Version: 1.0
Effective Date: 1 January 2026
Adopted by: Silver Hawk Air