Terms of Service

Last updated: November 2025

These Terms of Service ("Terms") govern your use of the Spare Wing website and any quotes, orders, or transactions you place with Spare Wing. By submitting a Request for Quote (RFQ) or placing an order, you agree to these Terms. Please read them carefully.

1. Definitions

• "Spare Wing", "we", "us", or "our" means Spare Wing, an aerospace parts sourcing and distribution business based in Ontario, Canada.
• "Buyer", "you", or "your" means any individual or entity submitting an RFQ, requesting a quote, or placing an order.
• "Parts" means aerospace parts, components, assemblies, consumables, or related goods quoted, supplied, or distributed by Spare Wing.
• "RFQ" means a Request for Quote submitted via the Spare Wing website or other channel.
• "Quote" means a written response from Spare Wing including pricing, availability, lead time, and any conditions.
• "Order" means a Buyer's acceptance of a Quote and instruction to proceed, confirmed in writing.

2. Acceptance of Terms

By using this website, submitting an RFQ, requesting a Quote, or placing an Order, you confirm that you have read, understood, and agreed to these Terms. If you do not agree, do not use the website or submit any inquiry.

If you are submitting an RFQ on behalf of a company or organization, you represent that you have the authority to bind that entity to these Terms.

3. Quotes and Orders

3.1 Quotes are non-binding offers

All Quotes issued by Spare Wing are offers to sell, not binding contracts. A binding contract is formed only when both parties confirm an Order in writing (including email).

3.2 Quote validity

Unless stated otherwise on the Quote itself, all Quotes are valid for fourteen (14) calendar days from the date of issue. After this period, Spare Wing reserves the right to revise pricing, availability, or other terms.

3.3 Subject to availability

All Quotes are subject to availability of the Parts at the time of order confirmation. Spare Wing reserves the right to withdraw or revise a Quote if the underlying supplier or stock changes.

3.4 Errors and clerical mistakes

Spare Wing reserves the right to correct any clerical, typographical, or pricing errors in Quotes prior to Order confirmation, even if the Quote has been accepted.

4. Pricing and Payment

4.1 Currency

Pricing is quoted in U.S. Dollars (USD) by default. Quotes may be provided in Canadian Dollars (CAD) or Euros (EUR) upon request and at Spare Wing's discretion.

4.2 Payment terms

Payment terms are negotiated on a per-order basis and confirmed in writing within the Quote or Order acknowledgement. Payment must be made in the currency stated on the invoice.

4.3 Taxes and duties

All Quotes are exclusive of any applicable sales taxes, value-added taxes (VAT/GST/HST), customs duties, import fees, or similar charges, unless explicitly stated. Such charges are the Buyer's responsibility.

4.4 Late payment

Invoices not paid by the agreed due date may incur interest charges at a rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower), calculated from the original due date until paid in full. Spare Wing may also suspend further deliveries until all overdue amounts are settled.

5. Delivery and Shipping

5.1 Shipping terms

Shipping terms (Incoterms 2020) are quoted on a per-order basis and confirmed in writing as part of the Quote or Order acknowledgement. In the absence of specified terms, Parts are delivered EXW Ontario, Canada.

5.2 Lead times

Lead times stated in Quotes are estimates, not guarantees. While Spare Wing makes commercially reasonable efforts to meet stated lead times, delays may occur due to factors outside our control, including supplier delays, regulatory holds, customs inspections, or carrier disruptions. Spare Wing is not liable for delays caused by such factors.

5.3 Title and risk of loss

Title and risk of loss transfer to the Buyer as determined by the agreed Incoterms. Buyer is responsible for insurance from the point of risk transfer.

5.4 Inspection on receipt

The Buyer must inspect all Parts upon delivery. Any visible damage, shortage, or non-conformance must be reported to Spare Wing in writing within seven (7) calendar days of receipt, accompanied by photographs and supporting documentation. Claims received after this period may be denied.

6. Returns

All sales are final. Once Parts have shipped, they may not be returned or refunded except in the following limited circumstances:

• Spare Wing shipped the wrong Part (mismatch with the agreed Order);
• The Part arrived with documentation deficiencies that cannot be resolved (e.g., missing or invalid certifications);
• The Part was damaged in transit and the Buyer reported the damage within the inspection window in Section 5.4.

In such cases, Spare Wing will, at its sole discretion, either replace the Part, provide a credit toward a future Order, or refund the purchase price. Spare Wing's liability for non-conformance is limited as set out in Section 11.

Returns are not permitted for change of mind, project cancellation, mis-ordering by the Buyer, or any reason not listed above. Special-order, custom, or made-to-order Parts are not returnable under any circumstances.

7. Warranty

7.1 Limited warranty

Spare Wing warrants that, at the time of shipment, Parts will:

• Conform to the description and specifications stated in the Order;
• Be accompanied by the certification documentation specified at the time of Quote (e.g., FAA 8130-3, EASA Form 1, CAA Form One, or equivalent);
• Be sourced from approved manufacturers or distributors with valid regulatory approvals.

7.2 Pass-through warranties

Where the original manufacturer or upstream supplier provides a warranty on a Part, Spare Wing will, to the extent permitted, pass that warranty through to the Buyer. Spare Wing does not provide any warranty of its own beyond Section 7.1.

7.3 Disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTIONS 7.1 AND 7.2, SPARE WING DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

8. Export Compliance and Buyer Responsibilities

8.1 Applicable laws

Parts supplied by Spare Wing may be subject to export control and sanctions laws, including but not limited to:

• The U.S. International Traffic in Arms Regulations (ITAR);
• The U.S. Export Administration Regulations (EAR);
• The Canadian Export and Import Permits Act and the Canadian Export Control List;
• Sanctions administered by the U.S. Office of Foreign Assets Control (OFAC), Global Affairs Canada, the United Nations, the European Union, and other applicable jurisdictions.

8.2 Buyer warranties and obligations

By submitting an RFQ or Order, the Buyer represents, warrants, and agrees that:

• Buyer will comply with all applicable export control, import, sanctions, anti-corruption, and end-use laws;
• Buyer will not directly or indirectly export, re-export, transfer, or divert any Part to any country, entity, or individual prohibited under applicable laws;
• Buyer is not, and is not acting on behalf of any party who is, listed on any restricted-parties list maintained by the U.S., Canada, the EU, the UN, or any other applicable authority;
• Buyer will obtain all necessary export licences, end-use certificates, and authorizations prior to taking delivery or onward shipment;
• Buyer will provide accurate end-user and end-use information upon request.

8.3 Spare Wing's rights

Spare Wing may, at its sole discretion, refuse to quote, accept an Order, or ship Parts to any party where Spare Wing believes in good faith that doing so would or might breach applicable laws. Such refusal shall not constitute a breach of these Terms.

8.4 Buyer indemnity for compliance

Buyer agrees to indemnify and hold harmless Spare Wing from and against any claims, fines, penalties, losses, or costs (including legal fees) arising out of Buyer's breach of this Section 8.

9. Confidentiality

9.1 Mutual confidentiality

Each party (the "Receiving Party") agrees to treat as confidential all non-public information disclosed by the other party (the "Disclosing Party") in connection with any RFQ, Quote, Order, or related discussions, including without limitation pricing, part numbers, supplier information, technical specifications, customer identities, and commercial terms ("Confidential Information").

9.2 Use and disclosure

The Receiving Party shall:

• Use Confidential Information only for the purpose of evaluating, quoting, or fulfilling the relevant transaction;
• Not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to employees, contractors, or service providers who need to know and are bound by similar obligations;
• Protect Confidential Information with at least the same care it uses for its own confidential information, and in any event no less than reasonable care.

9.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party without obligation of confidentiality; (c) is independently developed without reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt notice where permitted.

9.4 Duration

The obligations of this Section 9 survive for three (3) years after the last RFQ, Quote, or Order exchanged between the parties.

10. Intellectual Property

All content on the Spare Wing website — including text, graphics, logos, images, and software — is the property of Spare Wing or its licensors and is protected by copyright and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from any of this content without our prior written consent.

Nothing in these Terms transfers to the Buyer any rights in or to Spare Wing's intellectual property, trade names, or trademarks.

11. Limitation of Liability

11.1 Cap on liability

To the maximum extent permitted by applicable law, Spare Wing's total aggregate liability arising out of or in connection with any RFQ, Quote, Order, Part, or these Terms — whether in contract, tort (including negligence), warranty, strict liability, or any other theory — shall not exceed the amount actually paid by the Buyer to Spare Wing for the specific Part or Order giving rise to the claim.

11.2 Exclusion of indirect damages

IN NO EVENT WILL SPARE WING BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, AIRCRAFT DOWNTIME OR AOG COSTS, LOSS OF GOODWILL, OR LOSS OF DATA, EVEN IF SPARE WING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Application

The limitations in this Section 11 apply regardless of the form of action and survive any termination or expiry of these Terms. The parties acknowledge that these limitations form an essential basis of the pricing of Parts.

12. Indemnification

The Buyer agrees to defend, indemnify, and hold harmless Spare Wing and its officers, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from:

• Buyer's breach of these Terms;
• Buyer's breach of any law, including export control and sanctions laws (Section 8);
• Buyer's installation, modification, integration, or use of any Part after delivery;
• Any third-party claim arising from Buyer's resale or onward distribution of any Part.

13. Force Majeure

Spare Wing shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government actions, embargoes, export restrictions, supplier failures, labour disputes, cyber-attacks, or carrier and logistics disruptions. In such events, Spare Wing's performance is suspended for the duration of the event, and lead times are extended accordingly.

14. Termination

Spare Wing reserves the right to refuse service, decline to quote, cancel an unfulfilled Order, or terminate any ongoing relationship at its sole discretion, including (but not limited to) where:

• The Buyer breaches these Terms;
• The Buyer fails to pay any invoice when due;
• Continuing the relationship would or might violate applicable law (including export controls or sanctions);
• The Buyer becomes insolvent, files for bankruptcy, or ceases to do business.

Sections 6 through 13, and any other provisions which by their nature should survive, will survive termination.

15. Governing Law and Dispute Resolution

15.1 Governing law

These Terms and any dispute arising out of or in connection with them are governed by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein, without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Good-faith negotiation

In the event of any dispute, the parties shall first attempt to resolve the matter through good-faith discussions between senior representatives within thirty (30) days of written notice of the dispute.

15.3 Mediation

If the dispute is not resolved through negotiation, the parties agree to submit the dispute to non-binding mediation in Toronto, Ontario, under the rules of a mutually agreed mediator or a recognized Canadian mediation body. The mediation shall take place within sixty (60) days of either party's request.

15.4 Arbitration

If the dispute is not resolved through mediation, it shall be finally resolved by binding arbitration seated in Toronto, Ontario, under the rules of the ADR Institute of Canada (or another mutually agreed institution). The arbitration shall be conducted in English, before a single arbitrator, and the arbitrator's decision shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

15.5 Injunctive relief

Notwithstanding the above, either party may seek injunctive or other equitable relief from a court of competent jurisdiction in Ontario to protect its intellectual property, confidential information, or other irreparable harm.

16. General

16.1 Entire agreement

These Terms, together with any written Quote, Order acknowledgement, or signed agreement between the parties, constitute the entire agreement and supersede all prior discussions and representations.

16.2 Order of precedence

In the event of conflict between these Terms and any individual written Quote or Order acknowledgement signed by an authorized representative of Spare Wing, the written Quote or Order acknowledgement shall prevail for that specific transaction.

16.3 Buyer's standard terms

Spare Wing expressly rejects any conflicting terms or conditions appearing in the Buyer's purchase order, acknowledgement form, or other documents. These Terms govern unless explicitly modified in writing signed by an authorized representative of Spare Wing.

16.4 No waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

16.5 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

16.6 Assignment

The Buyer may not assign or transfer its rights or obligations under these Terms without Spare Wing's prior written consent. Spare Wing may assign its rights and obligations to an affiliate or successor entity.

16.7 Notices

Notices to Spare Wing under these Terms must be sent in writing to the contact details below. Notices to the Buyer will be sent to the email address on file from the most recent RFQ or Order.

16.8 Changes to these Terms

Spare Wing may update these Terms from time to time. The "Last updated" date at the top reflects the most recent revision. Continued use of the website or submission of further RFQs or Orders after a change constitutes acceptance of the updated Terms. Material changes will be communicated via the website.

17. Contact

Questions about these Terms, or about a specific Quote or Order, should be directed to:

These Terms are a general commercial framework for Spare Wing's aerospace parts sourcing and distribution activities. They are not legal advice. Spare Wing strongly recommends that prospective Buyers review these Terms with their own legal counsel, particularly with respect to export compliance obligations and the applicability of Canadian, U.S., or other national laws to their specific transaction.