Appointment of Dealer as Authorized Dealer and Installer
STC Group hereby appoints Dealer as an authorized, independent, non-exclusive Dealer for the sale and installation in certificated aircraft of hardware designed by STC Group and manufactured pursuant to FAA standards (Installation Kits). The STC Group holds one or more Supplemental Type Certificates (STCs) for the Installation Kits which permit the installation in specified, certificated aircraft of autopilot control units, servos and related wiring and software (Autopilot Systems) manufactured, marketed and separately warranted by Trio Avionics Corporation (Trio), 1905 N. Marshall Avenue #6, El Cajon, CA 92020. As used herein Autopilot Systems means and refers only to those autopilot control units, servos and related wiring and software manufactured by or for Trio for use under the authority of Supplemental Type Certificate(s) held by the STC Group and not to any components of the Installation Kits. As used herein, Autopilot Systems does not mean or refer to autopilots manufactured and marketed by Trio for use in non-certificated aircraft, including amateur-built/experimental aircraft.
STC Group’s Relationship with Trio Avionics Corporation Trio sells its Autopilot System directly to each end user customer or a Dealer on the condition that the purchaser or Dealer (1) obtain a Supplemental Type Certificate for the intended aircraft and authorization to use the same in that aircraft from the STC Group, (2) obtain and use an Installation Kit and approved hardware from the STC Group, and (3) agree to install and use the Autopilot System in compliance with the Installation Instructions and Instructions for Continued Airworthiness provided by the STC Group. All other terms and conditions of sale of the Autopilot System, including the provision of warranty service for the same, are determined separately by Trio. Conversely, all terms and conditions of sale of the Installation Kits, including the provision of warranty service for the same, are determined separately by the STC Group.
STC Group’s Obligations to Dealer
STC Group will provide Dealer or Dealer’s end user customer with technical assistance in the installation of all Installation Kits. The STC Group will also provide Dealer or Dealer’s end user customer with technical assistance in the inputting of initial autopilot settings. All issues involving software adjustments or calibrations not remedied by standard or basic installation protocols will be referred to Trio for resolution. Both STC Group and Trio will provide Dealer with promotional material such as product literature, or advertisements. Dealer shall at all times be a sales agent for STC Group and should not hold itself out as a partner of, or joint venturer with STC Group.
Dealer will promote the sale of Autopilot Systems and the related Installation Kits and will, at all times, conduct business in a manner that reflects favorably on STC Group and Trio, and on the safety, reliability and utility of the Autopilot Systems when installed and used in accordance with the STC Group’s Installation Instructions and Instructions for Continued Airworthiness. Dealer may set its own price for the sale and installation of Installation Kits. Dealer will advise and instruct all purchasers of Installation Kits of applicable FAA-approved installation instructions (ICs), Instructions for Continued Airworthiness (ICAWs), the need to comply with all ICs and ICAWs and STC Group’s requirement that it be notified promptly of any difficulty reports relating to the installation or operation of any Autopilot System. Dealer will advise and instruct all purchasers of Installation Kits that all warrant issues involving the Autopilot System, as contrasted to the Installation Kit, should be referred to Trio. Dealer agrees to support and assist customers with learning and understanding the features of the Trio Autopilot System. Such support at a minimum should include providing customers with a copy of STC Group’s approved training overview video. Before accepting any aircraft for installation of an Installation Kit, Dealer will perform an inspection of the basic airframe structure and specifically of all control surfaces, control cables and related components. Dealer will not install an Installation Kit in an aircraft that will be released to service with a known condition that renders it not airworthy. Among other items, Dealer will inspect the pitot-static system of each aircraft before and after installing an Autopilot System. No aircraft should be returned to service if the pitot-static system shows leaks or other defects making it not airworthy. In all cases, no certificated aircraft will be returned to service with an Installation Kit installed unless and until the appropriate entries have been made in the aircraft’s logs returning it to service as airworthy. In order to give STC Group a first opportunity to review and remedy any problems or issues with its Installation Kits and without limiting Dealer’s right to report any defect, condition, problem, hazard or other issue involving the Installation Kits that might affect the safety of flight to the relevant regulatory entities, owners or aircraft operators, Dealer agrees to give STC Group prompt and detailed notification of any such defect, condition, problem, hazard or other issue before publishing the same to the general public. Dealer agrees it shall only use approved artwork in advertising. Dealer is to obtain approval from, respectively, the STC Group or Trio before publishing any materials containing the STC Group or Trio logo, the STC Group or Trio web content, or other STC Group or Trio proprietary images or information. Dealer shall keep and maintain at its sole expense no less than one office with satisfactory sales and support facilities at which it may be reached by STC Group and Dealer's customers during regular business hours. Dealer's office shall have a permanent mailing address, telephone, facsimile service and electronic mail. Dealer must maintain a full-time staff of at least 1 person, of which at least 1 person must be regularly available for contact during business hours. Dealer shall promptly advise STC Group of any material changes in Dealer’s status, organization, ownership, control, personnel, location and similar matters which may relate to this Agreement Dealer will not knowingly sell autopilot components, including Autopilot Systems manufactured by Trio, which are not covered by STC Group’s STC and authorized by the STC Group for use in a specific aircraft. Dealer shall advise retail customer that the applicable STC and ICAW require the use of STC Group/Trio original equipment parts and accessories (OEM) manufactured under STC Group’s/Trio’s respective PMA authorizations in the installation, repair and/or replacement of Installation Kits or Autopilot Systems. Dealer shall advise retail customer that autopilot systems and parts manufactured by Trio for use in experimental/amateur built aircraft (non-PMA Trio parts) may not under any circumstances be substituted in certificated aircraft for OEM parts. All invoices used by Dealer for the sale of non-PMA Trio parts shall conspicuously sate “Not for Use in Certificated Aircraft. Voids Applicable Supplemental Type Certificate Making Aircraft Not Airworthy”. Dealer shall not represent non-OEM parts as STC Group or Trio OEM parts, or offer non-OEM parts for use in certificated aircraft.
All payments to The STC Group LLC will be due in U.S. Dollars. Dealer is solely responsible for compliance with the import regulations of the country to which shipment is requested, including payment of all import duties and value added taxes (VAT) or other similar taxes no matter how denominated (e.g.,Commonwealth of Australia GST.) The STC Group LLC gives no warranty that the Trio Pro Pilot can be legally installed in and used in a certificated aircraft registered under the laws of any country other than the United States of America. Dealer warrants to The STC Group LLC that Dealer is thoroughly familiar with the airworthiness regulations applicable to the aircraft in which an autopilot installation is being made (non-U.S. Aviation authority) and that Dealer is completing all inspections, tests, applications and log book entries required by the relevant non-U.S. Aviation authority. Dealer agrees to hold The STC Group LLC harmless from, and to indemnify it against any claim by Dealer’s end user customer or by any non-U.S. Aviation authority that an installation of the Trio Pro Pilot autopilot made by Dealer is not legal or authorized by the relevant non-U.S. Aviation authority.
Dealer Minimum Sales Threshold
Dealer agrees to sell and install a minimum of three (3) Installation Kits per twelve (12) month rolling period. Should Dealer fail to meet this minimum, STC Group may, at its sole discretion, terminate this agreement with Dealer. So long as Dealer meets this minimum, Dealer will be entitled to the “Dealer Discount” described hereinafter.
STC Group will provide Dealer with a 15% discount on the then-listed price for each installation kit sold by Dealer. The STC Group is negotiating with Trio Avionics Corporation to obtain a dealer discount on the Trio Pro Pilot autopilot electronics, servos and harness. The STC Group will notify Dealer when this discount becomes available.
Sale of Approved Autopilots
STC Group will provide Dealer with copies of current Dealer Installation Kit Price List. Dealer will hold such pricing information strictly confidential. STC Group may revise its product pricing or terms and conditions at any time. STC Group will provide written notice of all changes in its product pricing or terms and conditions. Minimum advertised price shall be the list price as shown on the Dealer Price List. Dealer shall provide STC Group with either a faxed or emailed purchase order for all orders. STC Group will confirm all purchase orders by fax or email. Each purchase order must be accompanied by the end user customer’s name, contact information (address, phone and email), aircraft type and aircraft registration number or identifier. Dealer shall advise the end user customer that STC Group must retain a record of this sale in order to issue a written authorization to use the Installation Kit under the terms of the relevant Supplemental Type Certificate. Also, the STC Group reserves the right to contact the customer and/or Dealer with respect to the sale and installation of the Installation Kit. The STC Group may, from time to time poll end user customers to verify the quality of the installation work and customer service provided by Dealer. STC Group shall invoice Dealer directly. All payments shall be made directly to STC Group in accordance with payment terms. Dealer agrees that full responsibility for collection from customer rests with the Dealer. STC Group advises Dealer that it has a taxable nexus with Michigan and California for purposes of sales and use tax. Dealer is responsible for all state taxes, federal taxes, use taxes, customs, and duty charges due as a result of the sale of any Installation Kit. Any product returns from the customer for credit must be returned to Dealer. Dealer may return such products to STC Group for credit against the Dealer invoice after receiving a RMA (Returned Material Authorization) number from STC Group. Returned goods must be in “like new” condition for full credit, unless otherwise authorized by STC Group. Dealers approved for open account payment shall be net fifteen (15) days after receipt of the product(s). Dealer agrees to pay interest on any unpaid overdue balance at a rate of one and one-half percent (1 ½ %) per month. The STC Group LLC may limit the outstanding account balance that is available to Dealer. If Dealer has reached the balance limit, even though it may not yet be due (within the net 15- day timeframe), Trio may require payment of some or all the net due amount before shipping additional product to Dealer.
Warranties – Limitation of Liability for Consequential Damages
The STC Group warrants that each Installation Kit is free from material and workmanship defects under normal use and service. The obligation of the STC Group under this warranty is limited to repairing or replacing any part of the Installation Kit that is returned to the STC Group within two (2) years after delivery of the Installation Kit to Dealer or to the end user customer, whichever occurs first. The STC Group LLC is not responsible for any shipping, insurance or customs duties or charges incident to such return and repair, and the subsequent return shipment to the end user. The STC Group retains the exclusive right to repair or replace (with a new or newly-overhauled replacement product) the product or offer a full refund of the purchase price at its sole discretion. SUCH REMEDY SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY. This warranty is in lieu of all other warranties and representations, expressed or implied, and all other obligations or liabilities on the part of the STC Group. The STC GROUP MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND MAKES NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE. Seller’s obligation under this warranty shall not include any transportation charges or costs of installation or any liability for direct, indirect, or consequential damages or delay. This warranty shall not apply to any component of any Installation Kit that has (1) been repaired or altered outside of the control of the STC Group or (2) been subject to misuse, whether by negligence or accident. STC Group shall promptly replace any Installation Kit or component thereof which is defective, whether such product is owned at the time of discovery of the defect by Dealer or by Dealer’s end user customer (Standard Warranty). The STC Group’s warranty is limited to the hardware and other components of the Installation Kit. Trio is the sole warrantor of autopilot control units, servos and related wiring and software manufactured by or for Trio. IN NO EVENT SHALL THE STC GROUP BE LIABLE IN A CLAIM FOR BREACH OF WARRANTY FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER RESULTING FROM THE USE, MISUSE OR INABILITY TO USE THE PRODUCT OR FROM DEFECTS IN THE PRODUCT. SOME STATES DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Term and Termination
The initial term of the agreement shall be one year, beginning on the date above. The agreement shall be automatically renewed without action from either party for successive one-year terms until terminated by one of the parties upon thirty (30) days written notice. Such termination may be initiated by either party at any time, with or without cause. Cause for Termination – This Agreement may be terminated by either party at any time, with or without cause, and said termination must be presented in writing. STC Group may terminate Dealer immediately upon notice for any violation of any part of this Agreement or for any cause which STC Group believes is detrimental to its relationship with the FAA, Trio or any responsible group of aircraft owners (e.g., a type club). Continued agreement between Dealer and STC Group is at will and voluntary by STC Group and may be terminated at will with no cause. This Agreement terminates automatically with no further action by either party if (a) a receiver is appointed for Dealer or its property, (b) Dealer makes an assignment for the benefit of its creditors, (c) any proceedings are commenced by, for, or against Dealer under any bankruptcy, insolvency, or debtor’s relief law, (d) Dealer is liquidated or dissolved. Fulfillment of Existing Orders – Upon termination of this Agreement by either party, other than automatically or for cause attributed to Dealer, STC Group shall nevertheless fill any orders it shall have received from Dealer and accepted prior to the effective date of such termination. If termination of the agreement is for cause or automatic Trio may cancel all existing orders or choose to fulfill outstanding orders directly. No Damages for Termination – Neither STC Group nor Dealer shall be liable to the other for damages of any kind, including incidental or consequential damages, because of the termination of this Agreement.
Dealer agrees not to disclose to any third party, without first obtaining consent from STC Group, any confidential information, trade secrets, or proprietary information regarding the Installation Kits, the STC Group’s STCs, Trio’s Autopilot Systems or other STC Group or Trio products.
All notices to be given under this Agreement shall be in writing, and shall be signed by a person authorized to sign for the party giving such notice. This Agreement cannot be changed, added to or modified except by written agreement signed by authorized officers of both Trio and Dealer. This Agreement supersedes and cancels all prior agreements, verbal or written between Trio and Dealer.
The STC Group LLC reserves the right to assign all of its rights under this agreement to a successor in business, including Trio Avionics Corporation.
This Agreement shall be construed and enforced in accordance with the laws of the State of California USA.
Right to Amend
Without limiting the parties’ respective rights otherwise stated or implied herein to amend or to terminate this Agreement, The STC Group LLC reserves the right, upon reasonable advance written notification (which can be by e-mail to Dealer’s last-provided e-mail address) to amend the terms of this agreement. The parties agree that thirty (30) calendar days from the date of mailing by postal mail or twenty-one (21) calendar days from the date of e-mail transmission will be deemed reasonable notice.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
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