Baker Aviation — Work Authorization Terms & Conditions
Version 2026-05-26-draft
Payment Terms
100% of any technical evaluation / pre-purchase inspection (and any technical evaluation / pre-purchase inspection option pricing) is due at contract signing.
Any maintenance work with an estimated price exceeding $100,000.00 will require one-third (1/3) of the approved estimate paid prior to aircraft input and one-third (1/3) paid at the originally scheduled mid-point of the project.
Any modification work that includes avionics, interior and/or paint will require twenty-five percent (25%) of the estimated price paid at contract signing, twenty-five percent (25%) paid prior to aircraft input, and twenty-five percent (25%) paid at the originally scheduled mid-point of the project. A non-refundable deposit for interior, modification, paint and/or avionics installation(s) is required and will be retained as liquidated damages if Customer cancels the project.
Progress payments are required for any work where labor, materials and/or outside services are estimated to exceed $100,000.00. Additional progress payments will be required if at any time the work in progress exceeds $100,000.00.
If Baker is unable to provide a final invoice at Redelivery, Customer agrees to remit payment based upon an estimated invoice. Supplementary invoices reflecting actual charges will be submitted as soon as practicable and reconciled with amounts previously invoiced and/or paid. All outstanding balances must be paid in full prior to aircraft departure, unless credit terms have been established. Baker reserves the right to assess a monthly finance charge of 1.75% for late payment. All payments must be in United States Dollars in the form of certified funds, wire transfer or ACH. If payment is arranged by another method, additional charges may apply.
Limited Warranty
Subject to the limitations and conditions below, Baker provides the following limited warranty:
(a) Maintenance, installation and modification work is warranted against defects in workmanship according to current industry standards for the earlier of six (6) months or two hundred (200) flight hours from the date of return to service by Baker.
(b) Paint services are warranted against defects in material and workmanship under reasonable and customary use for two (2) years from the date of return to service by Baker.
(c) Interior services are warranted against defects in material and workmanship under reasonable and customary use for one (1) year from the date of return to service by Baker.
Conditions to Limited Warranty
Customer's entitlement to any of the foregoing warranties is expressly conditioned upon (a) the defect being discovered during the applicable warranty period; (b) Baker receiving prompt written notice ("Claim Notice") no later than the earlier of thirty (30) days after Customer has actual or constructive knowledge of the defect and the expiration of the warranty period; (c) the Claim Notice containing a detailed written description of the alleged defect, the date discovered, and the make and serial number of the Aircraft; and (d) the Aircraft or applicable part being returned to Baker's facilities at Customer's expense no later than the expiration of the warranty period, unless otherwise expressly agreed in writing by Baker.
Limitations
The foregoing warranties do not apply to parts, materials, components, equipment or services supplied or performed by other companies. Baker will give Customer reasonable assistance enforcing rights under any supplier/subcontractor warranty, provided Customer reimburses Baker's reasonable costs. Baker warranties do not extend to (a) Customer-furnished parts/materials/ equipment; (b) any installation, part or area that, in Baker's sole determination, has been repaired, altered, misused or subjected to negligence or accident; (c) failure to perform recommended maintenance; (d) misuse or abuse; (e) environmental effects (wind, water, corrosion, etc.); or (f) repairs performed by Customer or third parties without Baker's express written consent.
Exclusive Warranty and Remedies
THIS LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF, AND BAKER DISCLAIMS, ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). BAKER'S ENTIRE LIABILITY IS LIMITED EXCLUSIVELY TO REPAIRING THE BAKER SERVICES DETERMINED BY BAKER TO BE DEFECTIVE. IN NO EVENT SHALL BAKER BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUE OR PROFIT, DIMINUTION IN VALUE, AND COST OF REPLACEMENT AIRCRAFT.
General Terms and Conditions
1. Additional Charges. The following are not included in estimated prices and shall be paid by Customer when applicable: (a) third-party charges invoiced after Baker's final invoice; (b) Baker's standard parking/storage and preservation charges (accruing from the 4th day after work completion/tender or notice of suspension due to Customer default, until paid in full or the Aircraft is removed, including during any lien-possession period); (c) repair of unsuitable customer-furnished parts; (d) rework of customer-furnished engineering; (e) fuel, oil, insurance and crews for flight testing/ground runs; (f) a 2.5% hazardous-waste fee on paint work; (g) overtime if required for Customer's schedule; (h) necessary replacement parts; (i) interior component removal/reinstallation; (j) redelivery flights and related charges; (k) exchange/core overhaul parts beyond a normal overhaul; (l) shipping & handling of 1.5% on avionics installs and 3.0% on all other MX activity; (m) rejected/damaged cores; (n) a 5% consumables charge on billed labor, capped at $5,000.00; (o) an 18% handling fee on all customer-supplied parts and services; (p) additional non-FAA certification costs (time & material); and (q) a minimum 18% markup on all parts, materials and outside vendor services.
2. Taxes and Delivery. Prices are based on Delivery to Baker's facility (Delivered Duty Paid) and Redelivery at the same facility. Prices exclude, and Customer is responsible for, all governmental charges (taxes, duties, imposts, tariffs) unless an acceptable exemption certificate is provided. Customer indemnifies Baker from any such charges plus penalties, interest and reasonable attorney's fees.
3. Title / Lien. Subject to full payment, title to the work passes at Redelivery. Baker reserves all statutory and possessory lien rights and may retain possession of the work and Aircraft until all amounts due are paid. Customer grants Baker a continuing first-priority security interest in the work, Aircraft and proceeds (the "Collateral").
4. Third-Party Payment. For work covered by approved third-party payment, Baker requires acceptable proof it is a named payee. If unpaid within ninety (90) days of due date, Baker may deem the Collateral abandoned and sell it per applicable law (including the UCC) to satisfy amounts owed. Customer releases and indemnifies Baker for any such sale.
5. Delays. Baker is not liable for delays or non-performance due to causes beyond its reasonable control (acts of God, pandemic, acts of Customer or government, scope changes, Aircraft condition, transportation/supply-chain delays, or inability to obtain labor/materials/ facilities). Performance and Redelivery dates extend as reasonably necessary.
6. Governmental Authorizations. Customer must timely obtain all required authorizations (import/export licenses, exchange permits) and remains importer/exporter of record. Baker is not liable for delayed/denied authorizations, and Customer's payment obligation is not relieved. All articles must comply with applicable law, including the EAR, ITAR and Customs Regulations.
7. Compliance with Law. Customer represents and warrants it complies with applicable law including the AECA, EAA, ITAR, EAR, Foreign Assets Control Regulations, the Espionage Act, the Bank Secrecy Act, the FCPA and other anti-bribery laws, and that it and its compliance parties are not subject to OFAC or other Sanctions nor located in a Sanctioned Country.
8. Indemnification. Subject to Section 9, Baker indemnifies Customer for loss or damage to the Aircraft while in Baker's possession and not in flight, caused by Baker's negligence, not to exceed the reasonable cost of repair or replacement. Customer releases, indemnifies, defends and holds harmless Baker and its affiliates from claims arising out of Customer's breach, presence at Baker's facilities, and post-Redelivery operation of the Aircraft, except to the extent of Baker's sole gross negligence or willful misconduct. Neither party indemnifies the other for acts of war or terrorism.
9. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, BAKER'S LIABILITY ON ANY CLAIM (INCLUDING GROSS NEGLIGENCE) SHALL NOT EXCEED THE COST OF REPAIR OR REPLACEMENT OF THE APPLICABLE PART, EQUIPMENT, COMPONENT OR SERVICE GIVING RISE TO THE CLAIM, AND IS CONDITIONED ON PROMPT WRITTEN NOTICE WITHIN ONE YEAR OF THE OCCURRENCE (EXCEPT WARRANTY CLAIMS). IN NO EVENT IS BAKER LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES ARISING FROM ACTS OF WAR OR TERRORISM.
10. Access to Facilities. Customer is provided reasonable access during normal business hours to unrestricted areas and the Aircraft, subject to Baker's and airport rules and security requirements, provided it does not interfere with Baker's operations.
11. Changes to Work. Changes must be documented on a Baker Estimated Work Summary or signed addendum. Changes may affect price and Redelivery, for which Customer is responsible, including overtime.
12. Default by Baker. Baker is not in breach unless Customer provides timely written notice specifying the grounds and Baker fails to cure within thirty (30) days (or fails to begin reasonable cure steps and complete them within a reasonable time).
13. Default by Customer. Customer is in default if it fails to pay when due (and fails to cure within ten (10) days of notice), any representation is untrue, or it fails any other obligation. Baker may then suspend, stop and/or terminate and exercise all available remedies, and has no obligation to perform preservation tasks.
14. Dispute Resolution. Disputes proceed first to senior-management negotiation (Baker responds within fifteen (15) days; parties meet within thirty (30) days), then to final binding JAMS arbitration before one neutral arbitrator with aviation MX expertise, in the county and state where the work was primarily performed. Negotiation/mediation communications are confidential and inadmissible.
15. Attorney Fees. The prevailing party in any proceeding to enforce this Agreement is entitled to its reasonable costs and attorneys' fees.
16. Applicable Law. This Agreement is governed by the law of the state where the work is accomplished, without regard to conflicts-of-law principles. The parties submit to the exclusive jurisdiction of that state's courts (subject to Section 14), waive jury trial, waive venue objections, and waive removal to U.S. District Court.
17. Representation of Authority. The person signing represents and warrants they are duly authorized to act as agent of Customer and the Aircraft owner, with full authority to bind them to these terms.
18. Substitutions. Subject to Customer's approval (not unreasonably withheld), Baker may incorporate changes deemed necessary to avoid delays or improve the work.
19. PMA Parts and Removed Parts. FAA-PMA-approved parts may be used unless otherwise agreed. Parts permanently removed during maintenance/modification become Baker's property upon removal, unless otherwise agreed in writing.
20. Miscellaneous. Pricing is valid thirty (30) days. This Agreement (including these terms and the related proposal/quotation/work authorization) is the entire agreement and supersedes prior agreements. No amendment or waiver binds Baker unless in writing and signed (or in confirmed electronic transmissions). If a provision is unenforceable, the Agreement is construed as if it were omitted. This Agreement prevails over conflicting agreements on the same subject matter.
Baker Aviation MX · 4049 N Main St, Fort Worth, TX 76106 · mx@baker-aviation.com · 817-625-2055