N & N AVIATION, INC.

GENERAL TERMS AND CONDITIONS OF DELIVERY AND SERVICE

Effective Date: 09/26/2025

1. SCOPE

1.1 These General Terms and Conditions of Delivery and Service (“Terms”) apply to all quotations, order confirmations, sales, deliveries, and services provided by N & N Aviation, Inc. and its affiliates (collectively, “N & N AVIATION”) to any buyer or customer (“Buyer”). Any contrary or additional terms proposed by Buyer are rejected and have no effect unless expressly agreed to in a written instrument signed by N & N AVIATION.
1.2 N & N AVIATION’s performance without objection to Buyer’s terms does not constitute acceptance of such terms.
1.3 All offers by N & N AVIATION are subject to confirmation. Catalog/website data, drawings, dimensions, weights, and descriptions are approximate unless expressly stated as binding in writing. Estimates are non-binding.

2. DOCUMENTS & IP

2.1 All diagrams, drawings, software, specifications, and other documents (“Materials”) remain N & N AVIATION’s property and may not be copied, disclosed, or provided to third parties without prior written consent.
2.2 Upon request, Buyer must promptly return or delete the Materials. Unauthorized use may result in damages.

3. DEMONSTRATIONS & TESTS

Any demonstrations or tests performed at Buyer’s premises are at Buyer’s sole cost and risk. N & N AVIATION’s liability, if any, is limited under Section 12.

4. SCOPE OF SUPPLY & SERVICE

4.1 The written order confirmation defines the binding scope of supply and service. Any amendments or supplements require written confirmation by N & N AVIATION.
4.2 Services may include consultancy, engineering, diagnostics, assembly, installation, commissioning, inspection, measurements, training, and maintenance. Work on third-party equipment requires explicit written agreement.

5. EXPORT CONTROLS & SANCTIONS

5.1 N & N AVIATION is not obliged to perform where performance would violate applicable laws or government measures (including U.S. export control and sanctions laws).
5.2 If laws or approvals change, are denied, or revoked such that performance is prevented or would pose unreasonable liability, N & N AVIATION may suspend or terminate without liability. Buyer has no claims for damages or penalties unless N & N AVIATION is solely at fault.

6. PRICES

6.1 Prices are in U.S. Dollars and subject to confirmation. Fixed prices require written agreement.
6.2 If no price is specified, current N & N AVIATION price lists apply.
6.3 Special/custom/intermediate-dimension products may carry a surcharge.
6.4 If delivery/service is delayed more than nine (9) months due to Buyer, N & N AVIATION may adjust prices for increased costs.
6.5 Unless stated otherwise, prices are EXW Miami, FL (Incoterms® 2020); packaging, freight, insurance, duties, taxes, and other charges are additional.
6.6 N & N AVIATION is not responsible for typographical or clerical errors in quotations, orders, or publications.

7. PAYMENT TERMS; GRACE & FINANCE CHARGES

7.1 Invoices are issued in U.S. Dollars.
7.2 NET30 Customers: Invoices are issued on the shipment date; payment is due thirty (30) days from the invoice date.
7.3 Prepay Customers: Orders will not be processed or scheduled until payment is received and cleared. Lead time begins once funds clear.
7.4 A non-refundable 3% convenience fee applies to all credit-card payments (if accepted).
7.5 A fourteen (14) day grace period applies after the invoice due date. After the grace period, all unpaid balances accrue finance charges of 1.5% per month (18% APR) or the maximum permitted by law, whichever is lower. Any partial month overdue may be treated as a full month.
7.6 In case of default, N & N AVIATION may suspend performance, require advance payment for outstanding deliveries, place the account with collections, and recover all costs of collection (including reasonable attorneys’ fees and court costs).
7.7 Credit Holds: If Buyer has any open or past-due invoices, N & N AVIATION may (i) decline to process new orders; (ii) withhold shipment or release of goods (including goods already manufactured or ready for delivery); and/or (iii) suspend further services, until all balances (including finance charges) are paid in full. Buyer is responsible for any storage, handling, or delay costs.
7.8 Withholding or set-off is not permitted except for claims that are undisputed or finally adjudicated. N & N AVIATION may apply payments to any outstanding invoices at its discretion.
7.9 If Buyer fails to meet payment or insurance obligations, ceases payment, or becomes subject to insolvency proceedings, N & N AVIATION may terminate the agreement. Buyer must promptly return goods and bear all resulting costs.
7.10 Buyer must raise any invoice disputes in writing within fourteen (14) days of the invoice date; otherwise, the invoice is deemed accepted.

8. DELIVERY DATES & PERFORMANCE

8.1 Notice of readiness for dispatch governs timeliness. Lead time runs from order confirmation and receipt of all Buyer-provided documents and approvals.
8.2 Delivery times are extended appropriately in cases of force majeure, labor disputes, or other events beyond N & N AVIATION’s control, including Buyer’s failure to meet payment or approval obligations.

9. TITLE & RISK OF LOSS

9.1 Risk of loss transfers to Buyer EXW Miami, FL (or as otherwise agreed).
9.2 Title remains with N & N AVIATION until full payment (including ancillary amounts) is received. Goods may not be pledged or used as collateral until paid.
9.3 Buyer may resell goods subject to Retention of Title only with N & N AVIATION’s consent and assigns to N & N AVIATION all receivables arising from such resale to the extent of its claim.
9.4 Buyer must maintain goods in proper condition and insure them against risks (fire, theft, etc.) while title is retained.
9.5 If combined with other goods, Buyer grants N & N AVIATION proportional co-ownership in the new item.

10. PACKAGING & DISPATCH

10.1 Packaging is selected with reasonable care and invoiced to Buyer; return is only required if expressly agreed.
10.2 Shipments are at Buyer’s risk (even if freight-prepaid). Transit insurance is at Buyer’s option and expense.
10.3 If dispatch is delayed by Buyer, risk passes on the date goods are ready for dispatch.
10.4 Buyer must notify N & N AVIATION in writing of any variances from the order or invoice upon receipt; otherwise, goods are deemed accepted.

11. WARRANTY

11.1 All tools manufactured by N & N AVIATION are covered by a one (1) year limited warranty from delivery against defects in material and workmanship under normal use and proper maintenance.
11.2 This warranty excludes damage from misuse, abuse, neglect, improper installation or operation, unauthorized repairs or modifications, use outside intended applications, normal wear and tear, or accidents/events beyond N & N AVIATION’s control.
11.3 N & N AVIATION’s sole obligation is, at its option, to repair or replace defective tools. Buyer is responsible for return shipment of items for inspection.
11.4 No other warranties, express or implied (including merchantability or fitness for a particular purpose), are provided.

12. LIABILITY

12.1 N & N AVIATION is liable only for: (a) willful misconduct; (b) gross negligence by officers/executives; (c) injury to life, body, or health caused by negligence; (d) fraudulent concealment; (e) express written guarantees; and (f) liability that cannot be limited by law.
12.2 For breach of material contractual obligations, liability is limited to typical, foreseeable damages. For simple negligence by non-executive employees, liability is further limited.
12.3 Indirect, incidental, special, punitive, or consequential damages (including lost profits, downtime, or loss of use) are excluded to the maximum extent permitted by law.

13. DELIVERY, ASSEMBLY & COMMISSIONING

13.1 Unless otherwise agreed, assembly/commissioning costs (travel, lodging, materials, rentals, etc.) are invoiced to Buyer.
13.2 Buyer is fully responsible for N & N AVIATION tools or material stored on its premises.
13.3 Buyer must provide, at no cost and on time, all equipment, utilities, and qualified operators as notified in advance.
13.4 Buyer’s failure to cooperate makes Buyer responsible for all resulting costs, including delays.

14. TERMINATION / WITHDRAWAL

14.1 N & N AVIATION may suspend or terminate if Buyer breaches these Terms (including non-payment), becomes insolvent, or if performance is excused under Sections 5 or 17.
14.2 N & N AVIATION may also terminate if continuing the agreement would cause unreasonable risk or legal non-compliance. Buyer remains liable for all goods/services performed and related costs.

15. GOVERNING LAW & COLLECTION COSTS

15.1 These Terms are governed by the laws of the State of Florida.
15.2 Exclusive venue is Miami-Dade County, Florida (state or federal courts). Buyer consents to jurisdiction.
15.3 Buyer is liable for all costs of collection, including attorneys’ fees, whether or not suit is filed.

16. INSPECTION & CLAIMS

Buyer must inspect products upon receipt and notify N & N AVIATION in writing within seven (7) days of any claim, including breach of warranty, that could have been discovered on inspection. Failure to notify waives the claim and confirms goods were received without defect.

17. FORCE MAJEURE

N & N AVIATION is not liable for delays or failure to perform due to events beyond its control, including natural disasters, epidemics, labor disputes, supplier delays, governmental actions, sanctions, or transportation disruptions. Performance deadlines are extended accordingly.

18. COMPLIANCE & EXPORT CONTROLS

Buyer will comply with all applicable laws, including U.S. export control and sanctions laws. Buyer shall not export, re-export, transfer, or use products contrary to U.S. law and shall obtain all required authorizations.

19. TAXES & SURCHARGES

Buyer is responsible for all applicable taxes, duties, and government charges. A non-refundable 3% convenience fee applies to credit-card payments (if accepted).

20. GENERAL PROVISIONS

20.1 N & N AVIATION’s failure to enforce any provision is not a waiver.
20.2 If any provision is held invalid, the remainder remains in effect.
20.3 These Terms, together with order confirmations and any N & N AVIATION-issued addenda, constitute the entire agreement.
20.4 Amendments must be in writing and signed by N & N AVIATION.
20.5 Provisions that by their nature should survive (including payment, IP, warranty, liability, export controls, and governing law) survive termination.

Company Info

N & N AVIATION, INC. | EIN: 82-1934014
133552 SW 129th ST, Miami, FL 33186, USA
Website: www.nn-aviation.com

The information in these Terms is subject to change without notice.
© 2016–2025 N & N AVIATION, INC. All rights reserved.