This contract made and entered into this day of
20 between Vortech, Inc., hereinafter called
Seller, and , hereinafter
called Purchaser. Seller agrees to sell and Purchaser agrees to buy from Seller
"the aircraft component(s)" enumerated in "Kit / Part Description" above for
the total purchase price shown above, which sum shall be secured by
payment-in-full or a deposit of $, which will be acknowledged by
Seller upon receipt.
1. Prior to purchase of the aircraft
components, Purchaser acknowledges that he/she has determined the suitability
of such aircraft components for his/her intended use and purpose, and Purchaser
assumes all risk and liability whatsoever in connection with such determination
2. Seller agrees to deliver to Purchaser the
aircraft components within the approximate time frame set forth above (see
Important Instructions: item #4). In the event such aircraft components
cannot be delivered to Purchaser by Seller or its agents within that
approximate time frame, Seller shall give the Purchaser notice in writing or by
telephone and Seller shall have the right, but not the obligation, to
reschedule a new delivery date, subject to Purchaser's reasonable satisfaction.
In the event Seller is unable to deliver the aircraft components to Purchaser,
for whatever reason, whether by Act of God, war, labor difficulties, accident
or otherwise, then Purchaser shall be entitled to a full refund of his/her
deposit. Acceptance of such refund by Purchaser shall release Seller from any
and all liability for any causes of action, claims, damages or losses of
3. Any balance due Seller shall be paid by
Purchaser to Seller at least 10 days prior to delivery unless other terms are
agreed upon. Failure of the Purchaser to pay the balance when due shall excuse
the Seller's obligation to deliver the aircraft components until said sum is
paid in full; and if said sum remains unpaid within thirty (30) days from the
projected delivery date, this Purchase Order Contract, and Seller's obligation
hereunder, shall terminate.
4. Upon the failure or refusal of
Purchaser to complete the purchase of all aircraft components identified
herein, for any reason, other than cancellation due to Seller's being unable to
deliver the aircraft components, the cash deposits shall be retained by the
Seller as liquidated damages.
5. Seller reserves the right to alter
the design or substitute or replace components of equal specification at any
time without notice or obligation to Purchaser to make such alteration or
substitution to the items covered by this contract either before or subsequent
to delivery thereof to Purchaser. No such alteration, substitution or
replacement shall be deemed to create any liability or new warranty on the part
of Seller with respect to such component, other than those contained within
this contract, nor shall such alteration or substitution be deemed to be an
admission as to any design defect, inaccuracy, or defect in quality of
workmanship or manufacturing with respect to the original component being
altered, substituted or replaced.
6. The purchase price for the
items specified on the face of this contract does not include excise taxes, use
taxes or occupational taxes based on sales volume, import taxes or duties, or
any other fees or tariffs as may be pertinent to the sale of the aircraft
components. Purchaser agrees to pay to Seller, or the applicable government
authority, any such additional fees, taxes, or tariffs that may arise out of
7. Seller's obligation to perform and Purchaser's
right to receive delivery of the aircraft components herein shall terminate,
upon written notice of Seller, at any time that Seller determines such
termination is required because of the enactment, interpretation, or any other
action, or requirement of a governmental entity or regulating body which makes
completion of this contract commercially and/or financially unreasonable for
the Seller. Purchaser's sole remedy against Seller for any termination of this
contract for financial or commercial unreasonableness shall be to receive
refund of any deposit or purchase price paid by Purchaser to Seller.
8. Seller's performance with respect to delivery deadlines is expressly
subject to delays caused by commercial factors, acts of God, acts of war, labor
disputes or any other act beyond the control of Seller.
shall not be responsible for damage, loss or injury to persons or property
directly or indirectly, immediately or subsequently, arising from the use of or
inability to use or assemble any aircraft components purchased by Purchaser
under this contract. Purchaser assumes all present and future risk and
liability arising out of the construction of any aircraft in any form by
assembling or use of components sold by Seller, and Purchaser shall indemnify
and defend Seller from any and all causes of action, claims, losses or damages
of whatsoever nature, arising out of the use of aircraft components purchased
by Purchaser under this contract.
10. Seller shall provide
Purchaser with the aircraft components only. Purchaser assumes all risks and
liability associated with the assembly of the aircraft components sold by
Seller under this contract.
11. Purchaser expressly recognizes that
certain specific flight training is necessary for the safe operation of an
aircraft assembled from the aircraft components herein. Purchaser agrees to
obtain training by a specifically authorized Flight Instructor before any
attempt is made to fly this aircraft. Purchaser further agrees to have the
aircraft inspected during assembly and/or after completion by a qualified
aircraft mechanic or by an authorized agent of the Federal Aviation
Administration to determine airworthiness prior to operation. Purchaser assumes
all risks and liability for complying with any applicable governmental
requirements or restrictions in the operation of this aircraft.
Purchaser agrees that any aircraft components identified herein will not be
copied, duplicated, or manufactured by Purchaser for any reason whatsoever, nor
turned over to a third party to be copied, duplicated or manufactured.
13. Purchaser agrees to pay all freight, shipping and crating charges;
and from the time of dispatch to the aircraft components from Seller's place of
business by carrier and until delivery to Purchaser, at the above address, the
risk of loss or damage to said aircraft components, from whatever cause, shall
be borne by Purchaser.
14. Purchaser agrees to inspect the aircraft
components thoroughly upon delivery and to notify Seller of any flaws or
defects found. Failure to notify Seller of any defect or flaw or of Purchaser's
complete rejection of delivery of the aircraft components shall constitute
acceptance of the aircraft components.
15. In the event of
detection of any defect or flaw upon delivery, said defective component shall
be returned to Seller within thirty (30) days of said claim, and Seller shall
repair or replace, at Seller's discretion, any aircraft components sold by
Seller which are determined by Seller to be defective in materials or
16. Seller shall be liable for latent manufacturing
defects of material that could not be determined by reasonable inspection,
provided, however, that any claim of latent defective aircraft component is
presented in writing within thirty (30) days of the date of delivery. In
addition, said aircraft component claimed to be defective must be received by
Seller no later than thirty (30) days from the date of the claim. Any action
brought upon this warranty or against Seller must be brought within thirty (30)
days of the date of delivery and any subsequent litigation must be filed and
pursued in a court within the state of Maryland.
17. In no event
shall the Purchaser be entitled to damages greater than a refund by Seller of
the total purchase price upon return of the goods and determination that the
same are defective.
18. SELLER MAKES NO WARRANTY OF MERCHANTABILITY
OF THE AIRCRAFT COMPONENTS OR WARRANTY OF FITNESS OF THE AIRCRAFT COMPONENTS
FOR ANY PURPOSE, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO,
AIRWORTHINESS OF ANY ASSEMBLED AIRCRAFT COMPONENTS, NOR DOES SELLER MAKE ANY
OTHER EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO COMPONENTS SOLD EXCEPT AS
19. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN
LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, PREVIOUSLY MADE
BY SELLER, ITS AUTHORIZED REPRESENTATIVE OR AGENT.
20. It may be
necessary for the Seller to communicate to the Purchaser and operator
information relating to aircraft safety, such as changes in design,
construction or operating procedures. Purchaser agrees to advise Seller of any
change of address or ownership of the aircraft, constructed from components
purchased herein, whether completed or not, and, in the event of sale, to
furnish the complete name and address of the new owner.
paragraph or clause herein shall be valid and effective independent of the
validity of any or all other paragraphs or clauses.
contract contains all of the representations and agreements between the parties
hereto. No modification of this contract shall be binding upon Seller unless
agreed to expressly in writing by an authorized representative of Seller.
23. This contract shall be effective upon execution below by Purchaser
or by authorized representative of Purchaser. Purchaser hereby acknowledges
that he/she has read and understands the whole of this agreement, and further
agrees to and acknowledges the inherent hazardous nature of the goods he/she is
purchasing. Purchaser assumes the full responsibility for risk of use of the
aircraft components and to hold Seller harmless for any and all consequences of