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Superior Air Parts Purchase Order Standard Terms and Conditions

  1. ACCEPTANCE BY SUPPLIER.  These terms and conditions apply to and are incorporated in all purchase orders issued by Superior.  By its acceptance of a purchase order, Supplier agrees to be bound by the terms and conditions in this agreement.  Purchase orders may not be assigned by Supplier.

  2. DELAYS AND SUBSTITUTIONS.  If Supplier fails to make deliveries of the goods within the time specified in a purchase order, Superior may cancel the purchase order, except when the delay is due to causes beyond Supplier's control.  Supplier shall notify Superior within ten (10) days of Supplier's receipt of a purchase order that there will be such delay and the parties shall agree to a new delivery schedule. Supplier shall notify Superior immediately if Supplier is unable to comply with the conditions in a purchase order and may not substitute goods without a supplemental purchase order from Superior.

  3. PACKING.  All goods shall be suitably packed and prepared for shipment to prevent damage in transit, to insure the lowest transportation and insurance rates, and to meet the carrier’s requirements.
  4. UNIT PRICING AND INVOICING.  Prices on a purchase order are maximum prices which Supplier shall adjust downward to any lower price in effect on the date of shipment.  Supplier shall invoice Superior in duplicate for each purchase order and show the purchase order number on each invoice, bill of lading and delivery receipt.

  5. INSPECTION AND REJECTION.  Notwithstanding any prior payment or inspection by Superior, all goods are subject to final inspection and approval by Superior at Superior’s place of business within a reasonable time of delivery.  Should Superior reject any goods for failure to conform to the requirements of an order, Superior shall notify Supplier of such rejection and Supplier shall have the option to repair or replace the non-conforming goods at its expense.  Should Supplier fail to act to correct any goods within thirty (30) days of notice of rejection, Superior may return such non-conforming goods at Supplier’s risk and expense and Supplier shall refund the full purchase price to Superior.

  6. TERMINATION, MODIFICATION AND LIMITATION OF DAMAGES.  Superior may notify Supplier to terminate or reduce an order.  In the event of such notice (a) Superior shall pay for all completed goods identified to the order; and (b) Superior shall pay for all unfinished goods that Supplier completes which are wholly identifiable to the order, in each case following delivery and acceptance in accordance with the provisions of this agreement.  By shipping goods under any purchase order, Supplier agrees that Supplier shall have no claim for damages, compensation, contracts, commitments, lost profits or otherwise by reason of any action taken or notice given by Superior, except as provided under the terms of this agreement.

  7. WARRANTY.  Supplier warrants to Superior that all goods delivered under a purchase order will be free from defects in material and workmanship and will conform to the requirements of the purchase order including the applicable descriptions, specifications, and drawings that have been provided by Superior.

  8. INDEMNITY.  Supplier shall defend, indemnify and hold Superior, its directors, officers, employees and agents harmless from and against, any and all claims, demands, suits and causes of action which may be made against Superior, including without limitation, all attorneys’ fees, costs and expenses incurred in defense thereof, for death, personal injury, property damage or any loss whatsoever, and claimed to arise out of or result from defects in material or workmanship in the goods delivered under any purchase order.

  9. SUPERIOR SUPPLIED ITEMS.  Superior shall retain title to all Superior furnished drawings, equipment, data and information supplied to Supplier.  Supplier will maintain the confidentiality of the drawings, data and information and may not divulge such information or the details of an order to third parties without the express written consent of Superior.  Superior’s drawings, equipment, data and information shall be used by Supplier only for the performance of its obligations under the purchase order and Supplier will return all drawings, equipment, data and information to Superior at Superior’s request.

  10. NON-WAIVER AND MERGER.  No waiver of any provision of this agreement shall arise from any action or inaction of either party, except an instrument in writing expressly waiving the provision and executed by the party entitled to the benefit of the provision.  Unless stated in another agreement signed by Superior and Supplier, this agreement and the purchase orders of which it is a part constitute the entire agreement between Supplier and Superior and neither party shall be bound by any communications between them unless the communication is agreed in writing by both parties. The terms of this agreement supersede any printed terms and conditions on Supplier's invoices or other forms.

  11. ARBITRATION, VENUE AND JURISDICTION.  Supplier agrees that any dispute related to a purchase order or this agreement shall, on the written request of Superior, be submitted to arbitration under the rules as Superior and Supplier shall agree.  If no agreement can be reached, such arbitration shall be governed by the Commercial Arbitration Rules of the American Arbitration Association.  Supplier agrees and understands that the obligations of the parties under the purchase orders and this agreement shall be and are performable in Dallas County, Texas.  Supplier consents and agrees that venue of any suit, arbitration or legal proceeding shall be in Dallas County, Texas.  Further, Supplier agrees to submit to the jurisdiction of the state or federal courts that are located in Dallas County, Texas, and designates the Secretary of State of Texas as its agent for service of process.

  12. CHOICE OF LAW.  This agreement and any purchase order shall be construed and interpreted by and in accordance with the laws of the state of Texas, and whether or not any conflicts of law principle would refer interpretation to the law of another jurisdiction.

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