Effective Date / Version: ____________________
These Service Order / Work Order Terms & Conditions (“Terms”) govern all maintenance, repair, inspection, modification, and related services performed by AI Systems, an Oregon company (“AI Systems,” “we,” or “us”) on any aircraft identified in a service order, work order, estimate, or similar authorization (each, a “Work Order”).
1. Incorporation; Acceptance; Authority
These Terms are incorporated by reference into each Work Order, including where the Work Order links to these Terms. Customer accepts these Terms by signing the Work Order, approving electronically, authorizing work by email or portal, or by tendering the aircraft for service after being provided access to these Terms. The individual approving the Work Order represents that they are authorized to bind the aircraft owner and Customer.
2. Scope of Work; Changes; Discrepancies
AI Systems will perform only the work described in the applicable Work Order and any additional work authorized by Customer. If discrepancies or additional conditions are discovered during the course of work, AI Systems will notify Customer and obtain approval before proceeding, except where immediate action is required for safety, regulatory compliance, or to prevent further damage. Unless otherwise stated, additional work is performed on a time-and-materials basis.
3. Pricing; Estimates
Any estimate or quotation is an approximation only and is subject to change due to discrepancies, parts availability, vendor pricing, regulatory requirements, or changes in scope requested or required. Final invoicing will reflect actual labor and materials provided.
4. Payment Terms; Deposits
Unless otherwise agreed in writing, payment in full is due prior to release of the aircraft. AI Systems may require advance deposits or progress payments, which amounts and triggers are to be determined and documented on the applicable Work Order or estimate. Deposits may be nonrefundable due to labor scheduling, slot reservation, and parts procurement.
5. Taxes; Fees
Customer is responsible for all applicable federal, state, and local taxes, fees, duties, and similar governmental charges, unless Customer provides a valid exemption certificate.
6. Additional Charges
Unless expressly included in the Work Order, Customer will be responsible for additional charges including, without limitation: freight and shipping; vendor core or exchange charges; discrepancy correction; corrosion treatment; rework required due to Customer-furnished engineering; required ground or flight testing crews; fuel, oil, and insurance; and delivery of the aircraft away from AI Systems’ facility.
7. Aircraft Operations and Testing
AI Systems is authorized to perform ground operations, including engine runs and taxiing, as necessary to troubleshoot or test maintenance performed. Flight operations require separate written authorization unless required for return-to-service testing.
8. Delays; Force Majeure
AI Systems is not responsible for delays or failure to perform caused by events beyond its reasonable control, including acts of God, government actions, labor disputes, weather conditions, supplier delays, or regulatory actions. Performance time will be extended for the duration of such events.
9. Storage of Aircraft
AI Systems does not guarantee indoor storage absent a separate written agreement. If Customer fails to pay amounts due, fails to respond within forty-eight (48) hours to requests for authorization, or leaves the aircraft after notice of completion, AI Systems may cease work and place the aircraft in storage. Storage charges will be the greater of actual costs incurred or $10,000 per month or portion thereof. AI Systems is not responsible for deterioration or damage during storage.
10. Removed Parts
Unless otherwise stated in writing, any parts or components removed and replaced during service become the property of AI Systems and may be disposed of without Customer approval.
11. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AI SYSTEMS MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR PARTS PROVIDED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. ALL SERVICES AND PARTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AI SYSTEMS’ TOTAL LIABILITY ARISING OUT OF OR RELATED TO ANY WORK ORDER OR SERVICES SHALL NOT EXCEED THE AMOUNT PAID FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM. IN NO EVENT SHALL AI SYSTEMS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS, OR DIMINUTION IN VALUE.
13. Subcontractors
AI Systems may engage qualified subcontractors to perform portions of the work. Such work may be performed at AI Systems’ facility or at a subcontractor’s facility.
14. Entire Agreement; Precedence
The Work Order together with these Terms constitutes the entire agreement between the parties and supersedes all prior discussions or agreements. These Terms prevail over any customer purchase order or other terms unless expressly agreed otherwise in writing.
15. Electronic Signatures
Electronic signatures and approvals are binding and have the same legal effect as handwritten signatures.
16. Governing Law; Venue
These Terms are governed by the laws of the State of Oregon, without regard to conflict of law principles. Exclusive venue for any dispute shall be state or federal courts located in Oregon.
17. Severability; Waiver
If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect. No waiver is effective unless in writing.
