Terms and conditions of sale

Effective October 23, 2026 · Version 1.0

1. Scope, acceptance and precedence

1.1 These Terms and Conditions of Sale ("Terms") govern every quotation, order acknowledgment, sale and delivery of aircraft parts, components, materials and related documentation ("Parts") by Silver Ghost LLC, a Florida limited liability company ("Silver Ghost"), to any purchaser ("Buyer").

1.2 Buyer accepts these Terms by issuing a purchase order, accepting a quotation, accepting delivery or paying for Parts. Silver Ghost's acceptance of any order is expressly conditioned on Buyer's assent to these Terms. Additional or different terms in Buyer's purchase order, supplier portal or other documents are rejected and do not apply unless an authorized officer of Silver Ghost agrees to them in a signed writing.

1.3 Order of precedence: (a) a written agreement signed by both parties; (b) Silver Ghost's quotation or order acknowledgment; (c) these Terms. Section 15 governs orders under U.S. Government contracts.

1.4 These Terms apply to business-to-business transactions only. Silver Ghost does not sell to consumers.

2. Quotations, pricing and orders

2.1 Quotations are valid for 30 days unless stated otherwise. All quoted stock is subject to prior sale.

2.2 Prices are in U.S. dollars and exclude taxes, duties, freight, insurance, expediting fees and special packaging, which Buyer pays unless the quotation states otherwise.

2.3 Response times, lead times and AOG prioritization are good-faith estimates, not guarantees, and are subject to Section 10.

2.4 Buyer may cancel an accepted order only with Silver Ghost's written consent and on payment of costs Silver Ghost has incurred, including supplier cancellation and restocking charges. Special-order and non-stock Parts are non-cancellable and non-returnable.

2.5 Silver Ghost may cancel any order without liability if a supplier fails to deliver, if Parts or documentation received from the supplier do not match the quoted description, or if export or restricted-party screening raises a concern. Buyer's sole remedy is a refund of amounts paid for undelivered Parts.

3. Broker status and pass-through traceability

3.1 Silver Ghost is an independent parts broker. Silver Ghost is not a manufacturer, a production approval holder, a repair station certificated under 14 C.F.R. Part 145, or an EASA Part-145 approved organization. Silver Ghost is not an authorized distributor of any original equipment manufacturer ("OEM") unless a quotation expressly says so.

3.2 Silver Ghost does not manufacture, design, repair, overhaul, modify, test, perform airworthiness inspections on, or certify the airworthiness of any Part. Silver Ghost does not alter any Part, tag, label, data plate, seal or document, and opens packaging only as needed to verify part number, quantity and documentation.

3.3 Traceability and release documentation, including manufacturer Certificates of Conformance, FAA Form 8130-3 Authorized Release Certificates, EASA Form 1 Authorized Release Certificates and supplier trace documents ("Source Documents"), is issued by the manufacturer, repair station or other source. Silver Ghost passes Source Documents to Buyer as received. Silver Ghost does not independently verify, warrant or adopt their contents.

3.4 The quotation states which Source Documents accompany each Part. If a quotation states that no release certificate is available, Buyer accepts the Part on that basis.

3.5 Silver Ghost may redact commercial pricing from Source Documents. Silver Ghost never alters the technical, certification or traceability content of any Source Document.

4. Silver Ghost Certificate of Conformance

4.1 Where stated in the quotation, Silver Ghost issues its own Certificate of Conformance ("Silver Ghost CoC"). The Silver Ghost CoC certifies only that, to Silver Ghost's knowledge at shipment: (a) the Parts shipped match the part number, quantity and condition code in the order; (b) the Parts were procured from the source identified in Silver Ghost's records; and (c) the Source Documents provided are those Silver Ghost received with the Parts.

4.2 The Silver Ghost CoC is not an airworthiness release. It does not certify conformity to type design or condition for safe operation, and it does not replace any certificate required under 14 C.F.R. Parts 21, 43 or 145 or equivalent foreign regulations.

5. Buyer's responsibility for installation and airworthiness

5.1 Buyer is solely responsible for determining, before installation, that each Part is eligible, conforms to type design and is in a condition for safe operation. Buyer is solely responsible for all maintenance, inspection, installation, return-to-service and recordkeeping obligations under 14 C.F.R. Part 43 and other applicable regulations.

5.2 Buyer will perform receiving inspection through qualified personnel, including review of all Source Documents, before acceptance and before installation.

5.3 Buyer will not install any Part whose documentation, markings or condition raise doubt, and will quarantine that Part and notify Silver Ghost in writing within the period in Section 7.1.

6. Delivery, title and risk of loss

6.1 Unless the quotation states otherwise, Parts are delivered FCA (Incoterms 2020) at the U.S. shipping point Silver Ghost designates. Risk of loss passes to Buyer on delivery to the carrier.

6.2 Title passes to Buyer on delivery to the carrier, subject to Silver Ghost's purchase-money security interest until Buyer pays in full.

6.3 Silver Ghost may ship directly from its supplier to Buyer. Parts ship in commercial packaging unless the order specifies, and Buyer pays for, special packaging or marking such as MIL-STD-2073-1 or MIL-STD-129.

6.4 Delivery dates are estimates. Partial shipments are permitted.

7. Inspection, acceptance and returns

7.1 Buyer must inspect Parts within 10 days after delivery. Parts not rejected by written notice describing the nonconformity within that period are accepted.

7.2 Buyer may reject a Part only if it does not match the part number, quantity, condition code or Source Documents stated in the order acknowledgment.

7.3 Every return requires a Silver Ghost return authorization (RMA) number. Returned Parts must be uninstalled, unaltered and in original packaging with all tags, seals and Source Documents. Parts that have been installed, tampered with or damaged after delivery cannot be returned.

7.4 Conforming Parts returned for Buyer's convenience, with Silver Ghost's written consent, carry a restocking fee of 20% plus any supplier charges.

8. Limited warranty and disclaimer

8.1 Silver Ghost warrants to Buyer only that, at delivery: (a) Silver Ghost conveys good title, free of liens created by Silver Ghost; (b) the Parts match the part number, quantity and condition code in the order acknowledgment; and (c) the Parts are accompanied by the Source Documents stated in the quotation.

8.2 Any warranty from the manufacturer, repair station or other source is passed through to Buyer to the extent assignable, and Buyer looks solely to that source for it. Silver Ghost will reasonably cooperate in presenting a pass-through claim.

8.3 Warranty claims must be made in writing within 30 days after delivery. Buyer's exclusive remedy, at Silver Ghost's option, is replacement of the nonconforming Part or a refund of the price paid for it upon its return.

8.4 EXCEPT AS EXPRESSLY STATED IN SECTION 8.1, PARTS ARE SOLD "AS IS, WHERE IS." SILVER GHOST DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AIRWORTHINESS OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SILVER GHOST MAKES NO REPRESENTATION THAT ANY PART IS AIRWORTHY, ELIGIBLE FOR INSTALLATION ON ANY AIRCRAFT OR SUITABLE FOR BUYER'S PURPOSE.

9. Suspected unapproved and counterfeit parts

9.1 Silver Ghost will not knowingly supply a counterfeit part or a suspected unapproved part ("SUP") as described in FAA Advisory Circular 21-29 (current revision).

9.2 If Buyer reasonably suspects a Part is counterfeit or unapproved, Buyer will quarantine it, notify Silver Ghost promptly in writing and keep it out of the supply chain. Either party may report a SUP to the FAA. If the suspicion is confirmed, Silver Ghost's sole obligation is to refund the price paid for that Part and cooperate in reporting and investigation. Section 10 continues to apply.

9.3 Where an order under a U.S. Government contract incorporates DFARS 252.246-7007, DFARS 252.246-7008 or a similar counterfeit-prevention clause, those obligations apply as that contract states.

10. Limitation of liability

10.1 IN NO EVENT WILL SILVER GHOST OR ITS MEMBERS, MANAGERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR AIRCRAFT DOWNTIME OR AIRCRAFT-ON-GROUND (AOG) STATUS; LOSS OF USE OF ANY AIRCRAFT, ENGINE OR EQUIPMENT; COST OF SUBSTITUTE AIRCRAFT, PARTS OR SERVICES; LOST REVENUE, PROFIT OR BUSINESS; FLIGHT CANCELLATION OR DELAY; CREW, PASSENGER OR CUSTOMER COMPENSATION; OR LOSS OF ANY CONTRACT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THEIR POSSIBILITY.

10.2 SILVER GHOST IS NOT LIABLE FOR BODILY INJURY, DEATH OR PROPERTY DAMAGE ARISING FROM THE INSTALLATION, MAINTENANCE, OPERATION, AIRWORTHINESS DETERMINATION OR FAILURE OF ANY PART, OR FROM ANY AIRCRAFT INCIDENT OR ACCIDENT, EXCEPT TO THE EXTENT CAUSED BY SILVER GHOST'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

10.3 SILVER GHOST'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO ANY ORDER OR PART WILL NOT EXCEED THE PRICE BUYER ACTUALLY PAID FOR THE SPECIFIC PART GIVING RISE TO THE CLAIM.

10.4 These limitations apply even if an exclusive remedy fails of its essential purpose. They do not apply to liability for fraud, gross negligence or willful misconduct, or to any liability that applicable law does not permit to be limited.

10.5 The parties agree that these allocations of risk are reflected in the price of the Parts, which would be substantially higher without them, and form an essential basis of the bargain.

11. Indemnification and hold harmless

11.1 Buyer will defend, indemnify and hold harmless Silver Ghost and its members, managers, employees and agents from all claims, losses, damages, liabilities, penalties, fines, costs and expenses, including reasonable attorneys' fees, arising from or relating to: (a) the installation, maintenance, repair, overhaul, modification, operation, airworthiness determination or return to service of any Part, or of any aircraft or equipment on which it is installed; (b) bodily injury, death or property damage involving any Part or such aircraft or equipment; (c) Buyer's resale, export, reexport or transfer of any Part or technical data; (d) Buyer's breach of these Terms or applicable law; and (e) specifications, drawings or instructions furnished by Buyer.

11.2 THIS INDEMNITY APPLIES EVEN IF A CLAIM IS ALLEGED TO ARISE IN WHOLE OR IN PART FROM THE ORDINARY NEGLIGENCE OF SILVER GHOST. It does not apply to the extent a final judgment finds a loss was caused by Silver Ghost's gross negligence or willful misconduct.

11.3 Silver Ghost will notify Buyer promptly of any claim, permit Buyer to control the defense with counsel reasonably acceptable to Silver Ghost, and cooperate reasonably at Buyer's expense. Buyer will not settle any claim in a way that admits fault by, or imposes obligations on, Silver Ghost without Silver Ghost's written consent.

12. Export controls and sanctions

12.1 Parts, Source Documents and technical data may be subject to the Arms Export Control Act and the International Traffic in Arms Regulations (ITAR, 22 C.F.R. Parts 120–130), the Export Control Reform Act and the Export Administration Regulations (EAR, 15 C.F.R. Parts 730–774), and sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (31 C.F.R. Chapter V).

12.2 Upon delivery, Buyer is solely responsible for complying with these laws in any subsequent use, export, reexport, retransfer, release or disclosure of Parts or related technical data. This includes determining jurisdiction and classification, obtaining any license or other authorization, and filing any required export information. Any classification Silver Ghost provides is for reference only, is based on supplier information, and may not be relied on by Buyer.

12.3 Unless Silver Ghost agrees otherwise in a signed writing, Silver Ghost delivers only to destinations in the United States. Silver Ghost does not act as exporter, U.S. principal party in interest or exporter of record for any shipment leaving the United States.

12.4 Buyer represents that neither Buyer nor any end user is listed on, or owned 50% or more by a party listed on, the OFAC Specially Designated Nationals and Blocked Persons List; the BIS Entity List, Denied Persons List, Unverified List or Military End-User List; or the State Department's Debarred Parties List. Buyer will not divert any Part to a prohibited end use, end user or destination, including any end use described in 15 C.F.R. Part 744.

12.5 On request, Buyer will provide end-use and end-user statements, including a completed Form BIS-711 or Form DSP-83 where applicable. Silver Ghost may suspend or cancel any order without liability if it believes performance could violate export-control or sanctions law.

12.6 Nothing in these Terms relieves either party of obligations it holds directly under these laws. Buyer's indemnity under Section 11 covers any export-control or sanctions violation by Buyer.

13. Controlled information, confidentiality and customer anonymity

13.1 Buyer will not send Silver Ghost Controlled Unclassified Information (CUI), export-controlled technical data or classified information except through a secure channel Silver Ghost designates in writing. Silver Ghost's public website, web forms and general email are not approved for such information.

13.2 Each party will keep the other's non-public business information, including pricing, sources and customer identities, confidential and use it only to perform the transaction. Silver Ghost does not disclose Buyer's identity, any end-customer identity or contract details to its suppliers, except as needed to perform the order or as required by law.

14. Payment

14.1 Payment is due in advance unless Silver Ghost has extended credit in writing, in which case invoices are due net 30 days from the invoice date.

14.2 Past-due amounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Buyer will pay reasonable costs of collection, including attorneys' fees.

14.3 Silver Ghost may suspend shipments while any amount is past due.

15. U.S. Government contracts

15.1 For an order that is a U.S. Government prime contract, the contract's terms and the FAR and DFARS clauses incorporated in it control over these Terms to the extent of any conflict, and federal procurement law governs. Payment follows the contract and the Prompt Payment Act (31 U.S.C. Chapter 39).

15.2 For an order placed under a U.S. Government prime contract or subcontract, Silver Ghost accepts only the flow-down clauses that law requires for a supplier of commercial products at Silver Ghost's tier and order value, and only as specifically identified in Buyer's order.

15.3 Sections 11, 14.2 and 16 do not apply when the U.S. Government is the direct buyer.

16. Governing law, venue and jury waiver

16.1 These Terms and every order are governed by the laws of the State of Florida, USA, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 The state courts located in Pinellas County, Florida, and the United States District Court for the Middle District of Florida, have exclusive jurisdiction over any dispute arising from these Terms or any order. Each party consents to personal jurisdiction there and waives any objection to venue.

16.3 EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING FROM OR RELATING TO THESE TERMS OR ANY ORDER.

16.4 The prevailing party in any action arising from these Terms or any order is entitled to recover its reasonable attorneys' fees and costs.

16.5 Any claim by Buyer must be brought within one year after the cause of action accrues.

17. Force majeure

Neither party is liable for delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control. These include OEM allocation, supplier or carrier failure, hurricanes and other natural disasters, epidemics, war, terrorism, government action, export-license delays, labor disputes and cyberattacks.

18. General

18.1 Entire agreement. These Terms, with the quotation and order acknowledgment, are the entire agreement for each order and supersede all prior communications about it.

18.2 Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions stay in effect.

18.3 No waiver. Failure to enforce any provision is not a waiver of it.

18.4 Assignment. Buyer may not assign any order without Silver Ghost's written consent.

18.5 Independent parties. The parties are independent contractors. Nothing creates a partnership, agency or joint venture.

18.6 Notices. Notices to Silver Ghost must be in writing and sent by email to nadimalkhas@silverghostllc.com, or to another address Silver Ghost designates in writing. Notices to Buyer may be sent to the email address on Buyer's purchase order or most recent correspondence.

18.7 Changes. Silver Ghost may update these Terms by posting a new version at silverghostllc.com/terms. The version in effect on the date of Silver Ghost's order acknowledgment governs that order.

18.8 Survival. Sections 3 through 5 and 8 through 16 survive delivery, payment and any termination.