Advanced Aero Components, LLC

PURCHASE, ASSUMPTION OF RISK, RELEASE
AND WAIVER OF LIABILITY AND INDEMNITY AGREEMENT

Please read this Agreement carefully.  It affects legal important rights.  If there is anything you do not understand, please consult your lawyer.  Although we cannot give legal advice, please also feel free to ask us about any concerns.  When you sign this Purchase Agreement, it becomes a contract which is binding on you and your heirs. 

    1. Introduction.  We make and sell kits for the construction of experimental amateur-built aircraft including but not limited to several models of ADVANCED AERO COMPONENTS, LLC, G2, G3 and Firebird aircraft, and parts and components for experimental amateur-built aircraft.  Construction is accomplished by the kit Purchaser.  We also sell experimental exhibition aircraft and parts and components for these aircraft. You have asked us to sell you a kit or parts and components. Our business is a small one, and profit margins are thin.  Liability insurance is often unobtainable, and even if obtainable, is nearly always prohibitively expensive.  This is the reason that we require you to agree to assumption of risk, release, indemnity, and other provisions of this Purchase Agreement, and you acknowledge and agree that (i) we would not otherwise be willing to sell you the products that you wish to purchase, and (ii) that our prices are set partly in consideration of such provisions of this Agreement.  We may be willing to negotiate different provisions with you, but then we will have to charge a higher price.
    2. Risk Factors.  Flying involves inherent dangers. Adverse weather, darkness, cloud and fog, mechanical or structural failure or malperformance, and – most of all – lapse in judgment; any of these can “ruin your whole day” and have catastrophic effects.  All of these dangers and risks are there when flying an experimental amateur-built or exhibition airplane, plus there are additional risks.  FLYING AN EXPERIMENTAL AMATEUR-BUILT OR EXHIBITION AIRPLANE EXPOSES YOU AND OTHERS, INCLUDING FELLOW PASSENGERS AND BYSTANDERS, TO RISK OF PROPERTY DAMAGE, SERIOUS BODILY INJURY, OR DEATH.  No ADVANCED AERO COMPONENTS, LLC experimental amateur-built or exhibition aircraft design has ever been submitted for a type certificate; its design does not meet the requirements of Part 23 of the Federal Aviation Regulations, or any other regulatory design standard.  The amateur-built/exhibition categories are anomalies in the highly regulated world of general aviation:  no governmental standard exists for the design, development and testing of these aircraft.  The amateur-built category was introduced decades ago under the conditions and purpose of individual education and recreation.  While the original developer chose certain design criteria and tests to satisfy itself that the product was suited for the intended purpose, development and test budgets for designers and manufacturers of experimental amateur-built/exhibition aircraft are substantially different than those of designers and manufacturers of certified aircraft. However, accumulated airframe time and experience to date alone are the biggest factors supporting the viability of the design, when operated within the intended design limits published in the owner/operator handbooks.  Speed and float capabilities were important design criteria for the aircraft, and as a design compromise, aerodynamic qualities and handling are not the same as the typical civil production aircraft. Experimental amateur-built aircraft are constructed by amateurs, of various levels of skill, experience and care; and therefore, individually constructed airplanes have varying structural strength, flying characteristics and other properties.  An over exuberant or inexperienced pilot may overstress an amateur-built or exhibition airplane, resulting in structural failure or hidden damage.
    3. Assumption of Risk.  Release.  Indemnity.  By your execution or electronic indication of acceptance of this Agreement and your proceeding to purchase an aircraft kit, parts or components from us, you acknowledge and agree as follows:
      1. Assumption of Risk.  You hereby represent and warrant, acknowledge and agree:
        1. that you understand the risks and dangers of construction, maintenance, and operation of the experimental amateur-built or exhibition airplane, part or component which is the subject of this Agreement (the “Products”), including liability arising from failure to warn of possible dangerous conditions, including the types of risk factors mentioned in this Agreement; and
        2. that you are qualified and capable of (or are taking the risk of not being qualified and reasonably capable of) and are in proper physical and mental condition to construct, maintain, and operate the Products.
          You further acknowledge and agree that there are certain inherent risks and dangers associated with construction, maintenance, and operation of the Products; and that, except as expressly set forth herein, you knowingly and voluntarily ACCEPT, AND ASSUME RESPONSIBILITY FOR, EACH OF THESE RISKS AND DANGERS, AND ALL OTHER RISKS AND DANGERS that could arise out of, or occur during, or pertain to your or other persons’ construction, maintenance, use or operation of the Products.
      2. Release and Waiver.  You hereby agree to and do RELEASE, WAIVE, DISCHARGE AND COVENANT NOT TO SUE Advanced Aero Components, LLC and its successors, and the managers, directors, members, shareholders, officers, employees and agents of either (collectively, the “Exonerated Parties”), from and for any liability resulting from any personal injury, accident or illness (including death), and/or property loss, however caused, arising from, or in any way related to, your or other persons’ construction, maintenance, use or operation of the Products, except for those directly and solely caused by the willful misconduct, gross negligence or intentional torts of an Exonerated Party, as applicable.
      3. Indemnification and Hold Harmless.  You also hereby agree to INDEMNIFY, DEFEND AND HOLD the Exonerated Parties HARMLESS from any and all claims, actions, suits, procedures, costs, expenses, losses, damages. liabilities fines and penalties, including, but not limited to, attorney’s fees and costs of investigation, arising from, or in any way related to:
        1. your or other persons’ construction, maintenance, use or operation of the Products, except for those directly and solely caused by the willful misconduct, gross negligence or intentional torts of an Exonerated Party, as applicable; and
        2. the breach of any of your representations, warranties or agreements made in this Agreement or in any statement made by your to our representatives.The foregoing assumption, release and indemnity is a material factor in our willingness to sell you the Products and determining the price at which such Products are being sold, and the standard price would be substantially higher (or the Products wholly unavailable) without this clause.
    4. Modification.   You acknowledge and agree that any DEVIATION FROM THE KIT DESIGN AND SPECIFICATIONS MAY RESULT IN UNSATISFACTORY STRUCTURAL, AERODYNAMIC, CONTROL AND PERFORMANCE CHARACTERISTICS, AND MAY CREATE A RISK OF PROPERTY DAMAGE, SEVERE PERSONAL INJURY OR DEATH.   You represent, warrant and agree that all components of the aircraft not supplied by us will satisfy all requirements specified either by us or by the original developer of the subject Products in the applicable literature and instruction manuals, specifically including but not limited to requirements for engine size, weight, horsepower and make, and for propeller size, weight and make.  You further represent, warrant and agree that you will construct the aircraft in accordance with the techniques and procedures prescribed in the assembly manuals and supplemental instructions supplied with the kit and related option or accessory kits.  You acknowledge and agree that any modification or substitution by Purchaser of any component part of the aircraft kit or related option or accessory kits that is made without the express written consent of ADVANCED AERO COMPONENTS, LLC may make the aircraft unsafe, and may prevent the aircraft from receiving a government certificate of airworthiness.
    5. Certification.  A civil aircraft may not legally be registered or operated in the United States without a Certificate of Airworthiness.  Most other countries have similar laws, although the required document may be called a Statement of Airworthiness, Permit to Fly, or something else. Hundreds of experimental amateur-built and exhibition airplanes have received Certificates of Airworthiness from the Federal Aviation Administration in the Experimental – amateur-built/exhibition classifications.  The obtaining of such a Certificate is dependent on a number of factors spelled out in the Federal Aviation Regulations (FARs), advisory circulars, and other guidance publications of the FAA.  Certification of the aircraft is dependent on many factors, including – but not limited to – Purchaser’s adherence to applicable regulations and accepted methods, practices and techniques of aircraft construction.We make no representation or warranty, guarantee or assurance of, and accepts no liability or responsibility whatsoever for government certification of any aircraft.  Failure of an aircraft to receive a government certification shall not be a basis for a refund, credit, offset, compensation, adjustment, or remedy of any other kind.
    6. Limited Warranty.  All Products are warranted to the original Purchaser to be free from defects in material and workmanship for a period of one (1) year from the date of purchase, subject to the following limitations:
      1. What We Will Do.  We will repair or replace, free of charge, during the applicable warranty period (as described above), any Procut (or part of a Product) that proves defective in material and/or workmanship under normal installation, use and service.  If repair or replacement is not practical, we may elect to refund the purchase price in exchange for the return of the Product.
        THESE ARE YOUR EXCLUSIVE REMEDIES.
      2. What Is Not Covered.  Any labor charges incurred by the Purchaser to repair, replace, install or remove the Products are not covered by this warranty.  We shall not be liable for any damage to Products resulting from reasonable wear and tear, misuse, abuse, neglect or improper or incorrectly performed installation, maintenance or repair, including failure to follow applicable instructions.
      3. What You Must Do To Obtain Warranty Service or Replacement Parts.  A warranty claim may be made and replacement parts may be obtained by calling +1 (360) 363 4383 or by writing to:
        Advanced Aero Components, LLC
        19012 61st Ave NE
        Unit 5
        Arlington  WA 98223
        USA
      4. Limitation on Duration of Implied Warranties. TO THE EXTENT PERMITTED BY LAW, ANY IMPLIED WARRANTY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, IS LIMITED TO THE STATUTORY PERIOD OR THE DURATION OF THIS WARRANTY, WHICHEVER IS SHORTER.  Some states/provinces do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.
      5. Limitation of Special, Incidental or Consequential Damages.  ADVANCED AERO COMPONENTS, LLC SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LABOR CHARGES TO REPAIR, REPLACE, INSTALL OR REMOVE THIS PRODUCT), WHETHER ARISING OUT OF BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, TORT, OR OTHERWISE. WE SHALL NOT BE LIABLE FOR ANY DAMAGE TO PRODUCTS RESULTING FROM REASONABLE WEAR AND TEAR, MISUSE, ABUSE, NEGLECT OR IMPROPER OR INCORRECTLY PERFORMED INSTALLATION, MAINTENANCE OR REPAIR, INCLUDING FAILURE TO FOLLOW THE APPLICABLE INSTALLATION, CARE AND CLEANING INSTRUCTIONS. Some states do not allow the exclusion or limitation of special, incidental or consequential damages, so the above limitations and exclusions may not apply to you.
      6. Additional Rights.  This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.This is our exclusive written warranty and the warranty is not transferable.
    7. Intellectual Property.  We or our predecessor have invested considerable time, effort and expense into developing the plans, specifications assembly manual, instructions or other written materials for our aircraft kits (“Plans”), which are subject to copyright, as applicable (as to which we reserve all rights); but in addition, we derive a competitive advantage from our Plans not being generally known to or available to the public or our competitors.  Accordingly, we make effort to keep our Plans confidential and to limit access to them to our direct customers and those who need to know them in order to construct, maintain and operate Products purchased from us or our distributors through our authorized distribution channels.  Therefore, as additional consideration for our sale to you or Products, and with the understanding and agreement that we otherwise would not be willing to do so nor to provide you with access to the Plans, YOU AGREE AS FOLLOWS:
      1. To maintain the confidentiality of the Plans and not to disclose the Plans to anyone else;
      2. not to (i) copy or permit others to copy any portion of the Plans; (ii) duplicate or permit others to duplicate any parts supplied by us or the original developer of the Products; and (iii) trace, photograph or otherwise record dimensional information from parts supplied by us or the original developer, or permit others to do the same without our prior express written consent;
      3. Not to use the Plans other than for purposes of constructing the Products purchased from us or our distributors through our authorized distribution channels (and without limiting the foregoing, not to use our Plans in competition with us or allow anyone else to do so);
    8. Matters Relating to Shipping, Taxes, Payment, Refund, and Delivery.   You agree to inspect and inventory all shipments from us against supplied packing documentation, and to notify us within 30 days of your receipt of shipment of any discrepancy.  You agree that we bear no obligation to make adjustments or supply replacements for discrepancies after thirty (30) days from date of shipment.  You also understand and agree that liability for shipping damage is solely that of the shipping company, and that you will be solely responsible to pursue any claims arising from such damage.We will collect sales or excise tax on your purchase where required by law, which is in addition to the quoted purchase price and which is your obligation to pay.  You are solely responsible for any required reporting, filing and payment of any use, personal property, customs or other taxes and excises.Orders for Products are deemed accepted upon receipt of a fully completed and signed Purchase Order from Purchaser and a fully executed copy of this Agreement by Purchaser and ADVANCED AERO COMPONENTS, LLC.  All prices are subject to change without notice prior to order acceptance.All deposits for the ADVANCED AERO COMPONENTS, LLC G2, G3 or Firebird kit aircraft are applied to the purchase price and are refundable except for a processing and administration fee of $1,195 USD.  Payment may be made only by approved credit card; wire transfer, or check drawn on a U.S. bank in U.S. funds. We have the right to confirm clearance of funds prior to and as a condition of shipment.Delivery dates are assigned in the order in which order forms are accepted by us.  Assigned delivery dates are our best estimate, but are not guaranteed.  Actual delivery may be advanced or delayed, without liability to ADVANCED AERO COMPONENTS, LLC for any costs or damages, direct or indirect, associated with changes in delivery schedule.  We will make good faith efforts to accommodate delivery advances or postponements requested by Purchaser.  However, we may have already paid suppliers or subcontractors, or may need to pay for expediting, and so you agree that we may charge a fee not to exceed $200 for a part or component, if your delivery schedule change imposes additional costs on us.  If you request a delay of more than 90 days, your price may be adjusted to the price in effect at time of shipment.
    9. Keeping in Touch.  It is very important that we be able to reach you to inform you of service bulletins, airworthiness information, and other essential new or changed information.  You therefore agree to promptly notify us of any change in your address, telephone number or email address for so long as you own a kit or completed aircraft; to provide us with the name(s), address(es) and telephone number(s) of any other individual(s) responsible for the construction or operation of Purchaser’s  kit or completed aircraft; and to notify us if you sell or transfer your kit, whether completed or not, providing us with the complete name, address and telephone number of the new owner.
    10. Other Matters of Agreement.  This agreement is not intended to deprive either party of any rights, or to require any waivers or releases, where that would be prohibited by law or public policy.  Any provision of this Agreement which is invalid or unenforceable shall be abated to the minimum extent necessary to expunge the provision deemed invalid or unenforceable, and the remainder of the Agreement shall continue in force.   This agreement may be amended, but only by a writing or electronic record signed or assented to by both parties.  Either party may waive or release rights under this Agreement, but only by a writing or electronic record signed or assented to by that party.  This Agreement constitutes our entire and complete agreement, which supersedes all prior discussion, conversations and negotiations, and you are not relying on any representation, statement or information outside this Agreement.  It is binding on your and our successors, heirs and assigns.
    11. Dispute Resolution.  This Agreement shall be governed by and construed pursuant to the laws of the State of Washington, U.S.A. (regardless of the laws which might otherwise govern under applicable Washington principles of conflicts of law) as to all matters, including matters of formation, validity, construction, effect, performance and remedies.  Any and all disputes arising out of or relating to the formation, interpretation, performance or breach of this Agreement, or the transactions contemplated hereby, at the request of either party and notice to the other, shall be submitted to binding arbitration before a single neutral arbitrator, with hearings to be held in King or Snohomish County, Washington.  With fifteen days after a notice of arbitration, the parties shall meet and confer in good faith to select a mutually acceptable arbitrator.  If the parties have not appointed an arbitrator within twenty-five days after a notice of arbitration, either party may proceed to cause an arbitrator to be appointed under the commercial arbitration rules of the American Arbitration Association (AAA) but not administered by the AAA .  The arbitrator shall have the power to order the parties to exchange information prior to hearing, including but not limited to production of documents and tangible objects, summaries of testimony expected from witnesses, and statements of contention of fact and law.  The arbitrator shall apply the substantive law of Washington (excluding Washington choice of law principles) and shall have the power to award all legal and equitable remedies, including injunctions and provisional remedies, which a Washington court of general jurisdiction could give; provided, however, that each party waives the right to receive consequential, punitive or exemplary damages or any other form of damages however denominated other than compensatory damages.  The arbitrator may award to the prevailing party such party’s costs of the arbitration, including reasonable attorneys’ fees.  The written award of the arbitrator may be enforced as a judgment by any court having jurisdiction.  The parties acknowledge and understand that this provision constitutes a waiver of the right to a trial by jury.
    12. Acknowledgment of Understanding:  Purchaser represents and warrants:  (i) that he or she has read this Purchase, Assumption of Risk, Release and Waiver of Liability and Indemnity Agreement and has had the opportunity to ask questions about the same, (ii) that he or she fully understands this Agreement and that the undersigned are giving up substantial rights in connection therewith, and (iii) that its terms are contractual, and not a mere recital.  The Purchaser acknowledges that they are signing or electronically assenting to this Agreement freely and voluntarily.