Supplier terms

1. About these terms

1.1 These supplier terms govern the listing of parts, mission equipment and aircraft on the Back2Flight platform, available at back2flight.com, and the handling of orders, quote requests and requests received through it. The platform is operated by VirtualBridge LLC, a limited liability company organised under the laws of the State of New Mexico, United States (entity number 0008064883), whose registered address is 1209 Mountain Road Pl NE, Ste R, Albuquerque, NM 87110, United States ("Back2Flight", "we", "us").

1.2 These terms are accepted by a user authorised to bind the supplier, when the supplier account is created or when an invitation is accepted. Each acceptance is recorded with the version, its date and the user who accepted. The undertaking on introduced buyers (clauses 8.8 to 8.15) is confirmed separately at the same time, and that confirmation is recorded in the same way.

1.3 The commission is set out in clause 8 and shown read only in the supplier portal. Offers cannot be published until these terms are accepted.

2. Role of Back2Flight

2.1 The supplier appoints Back2Flight as its technical intermediary to present its offers and aircraft listings to buyers on the platform, to transmit to it the purchase orders, quote requests and requests of buyers, and to relay order statuses, documents and messages.

2.2 The supplier is the seller or, for an aircraft offered for lease, the lessor. The sale contract is concluded directly between the buyer and the supplier, when the supplier confirms an order or, for an aircraft, when the supplier and the buyer sign their sale agreement. A lease is concluded directly between the supplier and the lessee. The supplier sets its terms of sale or lease, invoices the buyer, sets its payment terms, receives payment and ships the parts or delivers the aircraft.

2.3 Back2Flight is not a party to the sale or to any lease. It does not buy, resell or lease parts or aircraft, does not receive or hold any payment from buyers, does not negotiate prices, does not provide an aircraft, a crew or insurance, and has no authority to accept orders or to commit the supplier, except for the actions described in clause 9 that the supplier asks it to take.

2.4 Back2Flight does not take part in the airworthiness of parts or aircraft, in their transport or delivery, in customs formalities or in disputes between buyers and suppliers.

3. Eligibility and declarations

3.1 The supplier is a legal entity or a registered business acting for its trade. It declares its legal name, country, address, VAT number or equivalent, invoicing currency, usual payment terms, usual carriers, default lead time and the address that receives orders.

3.2 The supplier may declare approvals (for example Part-145, FAA Repair Station, AS9120, ASA-100, ISO 9001 or other), each with a number, an authority, an expiry date and a file if it wishes. Back2Flight shows them as declared by the supplier, with their date, and shows "expired on" once a declared expiry date has passed. Back2Flight does not check or certify them.

3.3 The supplier keeps every declaration accurate and up to date, and updates or removes an approval that is suspended, withdrawn or expired. The supplier is solely responsible for what it declares.

3.4 Back2Flight may accept or refuse a supplier account at its discretion.

4. Listings and stock

4.1 The supplier publishes its offers by importing stock files (CSV or Excel). Back2Flight proposes how the columns of the file are read; the supplier reviews and validates this reading before publication. Lines with errors are not published and are listed for correction.

4.2 Each offer must describe a part that the supplier has in stock or can supply as declared, with its condition, release document, quantity, stock location and, if given, its price, lead time, carrier, documents and photos. A line with a quantity of 0 is not published.

4.3 Prices are unit prices excluding VAT, in the currency of the supplier. An offer without a price is shown with "Request a quote". The supplier may choose to show its prices only to signed-in users.

4.4 The supplier keeps its stock and prices current, by importing a new file or by hiding offers. In "Replace my current listing" mode, offers missing from the new file are hidden. An offer is never deleted: orders and quotes keep a full copy of it.

4.5 Each offer shows the date of the last import that contained it. Buyers see that all information is declared by the supplier.

4.6 Photos and documents uploaded by the supplier must belong to it or be used with permission. The supplier grants Back2Flight a free, non exclusive licence to host, display and transmit its offer data, aircraft listings, photos and documents for the operation and promotion of the platform, for as long as they are listed and for the orders already placed.

4.7 Parts listed before registration. When you have agreed with a Back2Flight associate that parts of yours may be offered, they may be listed as "Partner stock" before your registration, without your company name. Before the listing, the associate sends you in writing (by email or messaging app) a short listing note stating the parts, the price basis, the commission rate of clause 8.2 and the undertaking of clauses 8.8 to 8.15; the listing takes place once you have replied in writing that you agree. When a buyer sends an order or a quote request for such a part, Back2Flight passes the buyer's details to you once you have confirmed in writing that you accept that undertaking for that buyer; your reply is kept with the order and the buyer is introduced to you on that day. Back2Flight passes orders and buyers' details to you; it does not negotiate for you. The commission on orders you ship to buyers introduced in this way is due under clause 8 at the rate stated in the listing note, for 12 months from each introduction as in clause 8.10, and is invoiced to you under clause 8.6, whether or not you later open an account. On registration, you accept these terms, those parts are attached to your account, and the undertakings given in writing before registration remain in force.

4.8 Mission equipment. Mission equipment (for example hoists, cargo hooks, floats, firefighting or external load equipment) is listed as a part, with a part number, and follows the same rules as parts in these terms. Its usage counters, overhaul status and applicability are declared by the supplier.

4.9 Aircraft listings. The supplier may list whole aircraft (helicopters and aeroplanes) for sale, for lease, or both. One listing describes one aircraft. Every characteristic shown (manufacturer, type, year, serial number, registration, total time, cycles, time remaining on engines and components, maintenance status, condition, equipment, price or lease rate and lease terms) is declared by the supplier, which keeps it accurate and up to date. Back2Flight does not inspect the aircraft and checks nothing. An aircraft listing receives requests and quote requests, which Back2Flight passes to the supplier with the buyer's details; no order is placed on the platform for an aircraft. The sale or the lease is then concluded directly between the supplier and the buyer or lessee, on their own terms. Back2Flight is not a party to any sale agreement or lease, and provides neither the aircraft, nor a crew, nor insurance.

4.10 Information shown to visitors and to signed-in buyers. The part number, description, condition, release document type, quantity, stock location, price (unless the supplier chose to show it only to signed-in users), lead time and the supplier's name, country and declared approvals are shown to any visitor. Serial numbers, hours and cycles (TSN, TSO, CSN, CSO and time remaining), the number and date of the release document and the preview of documents are shown only to signed-in users with a buyer account. The same applies to the serial number, registration, hours, cycles and documents of an aircraft listing.

5. Ranking and visibility

5.1 Search results are ranked first by how closely the part number, an alternate part number or the description matches the search, then by the sort chosen by the buyer: lowest price (converted with public reference exchange rates) or shortest declared lead time. Offers without a price or a declared lead time come last in that sort.

5.2 The badge "Lowest listed price" is given only between offers with a price in the same currency. Filters use the supplier's declared data (condition, release, stock location, declared lead time, declared approvals not expired).

5.3 No supplier can pay for a better rank. Back2Flight does not sell parts or aircraft of its own on the platform and gives no supplier a different treatment in ranking. If this changes, these terms will be updated first.

5.4 A supplier appears in search once it has at least one published offer or aircraft listing. A suspended supplier's offers and listings are hidden.

5.5 Aircraft listings are shown by category (for sale, for lease) and may be filtered and sorted by the buyer with the criteria shown on the platform (such as manufacturer, type, country, year, price or lease rate), on the supplier's declared data.

6. Orders

6.1 A purchase order is sent to the supplier by email, with a PDF and a link to the portal. It contains the buyer's details needed to open a customer account and invoice, the offer data recorded at the time of the order, the incoterm (DAP by default), the AOG flag and any request for an FAA 8130-3.

6.2 The supplier confirms or declines each order within the number of business days (Monday to Friday) it declares in its profile. That declared response time is shown to buyers next to the supplier's offers, as declared by the supplier and not checked by Back2Flight. The supplier keeps it accurate. The platform sends reminders and alerts Back2Flight when an order waits. When confirming, the supplier may give a lead time, an incoterm, a comment and the extra cost of an FAA 8130-3 if one was requested. A decline states a reason.

6.3 The supplier may cancel an order before it is shipped, with a reason. The buyer is notified. The supplier honours the price and declarations recorded in the order or declines it; it does not change them silently.

6.4 The supplier ships with a tracking reference, or records the date of collection by the buyer's carrier, then marks the order as shipped in the portal without delay. Release documents and other documents are uploaded to the order or provided with the part, as declared.

6.5 The supplier answers buyer messages and problem reports in the order thread within a reasonable time. Back2Flight relays messages and does not settle disputes.

6.6 The supplier is responsible for its invoicing, VAT, export formalities and compliance with export control and sanctions rules, and for the conformity, documents and airworthiness release of the parts it sells and of the aircraft it sells or leases.

6.7 Orders on the platform exist for parts and mission equipment only. An aircraft is sold or leased as described in clause 4.9.

7. Quote requests and requests

7.1 The supplier answers quote requests with a unit price in its currency, an available quantity, a declared lead time, a validity date and a note, or declines them. A buyer may order at the quoted price while the quote is valid; the order is then locked to the terms of the quote. A quote request on an aircraft listing is answered in the same way, with a price or a lease rate; the sale or lease is then concluded as in clause 4.9.

7.2 Requests. A buyer or a visitor who does not find a part, equipment, an aircraft or a lease on the platform may leave a request. Back2Flight passes requests to the suppliers it selects, without the name, company or email address of the person who made them, and shows an anonymised list of open requests on the platform (category, part number or model, quantity, country and date). A supplier answers a request through the platform, in particular by listing a matching offer; the requester is then told that an offer is listed and contacts the supplier through the platform. A supplier does not contact a requester outside the platform from a request.

8. Commission

8.1 For each order placed through the platform and shipped, and for each sale or lease of an aircraft concluded with a buyer introduced through the platform, the supplier pays Back2Flight a commission.

8.2 The commission rate is 5% of the commission base, unless otherwise agreed in writing between the supplier and Back2Flight. A rate agreed in writing is recorded in the supplier's profile, shown read only in the portal and carries an effective date; the rate in effect on the last day of a month applies to the whole month.

8.3 The commission base of an order is the unit price recorded in the order multiplied by the quantity recorded in the order. It excludes transport, VAT, duties and any surcharge for release documents (such as an FAA 8130-3 requested in addition).

8.4 The commission on an order is due when the order is marked as shipped, or, if the supplier never marks it as shipped, when the buyer declares receipt. An order declined, or cancelled before shipment, owes no commission.

8.5 A monthly commission statement is issued for each calendar month (UTC) and shown in the portal, with a PDF and a CSV. It lists each order, sale and lease due in the month, its base and its commission, in the supplier's currency, and the list of buyers introduced to the supplier during the month (clause 8.9). A return or cancellation after shipment gives rise to a credit note line on a later statement, agreed between the supplier and Back2Flight.

8.6 Back2Flight invoices the commission on the basis of the statement. The supplier pays the invoice within 30 days of its date, by bank transfer to the account stated on the invoice, in the supplier's currency. An invoice unpaid at its due date bears interest at the statutory rate of the supplier's country, within the limits of the applicable law, and Back2Flight may stop presenting new orders to the supplier after one written reminder until the invoice is paid.

8.7 The supplier may contest a statement line within 30 days of the statement date by writing to contact@back2flight.com. A line that is not contested within that period is deemed accepted. Undisputed amounts remain payable.

8.8 Introduced buyer. A buyer is introduced to the supplier through the platform on the first day on which the supplier receives, through the platform, a purchase order, a quote request or a message from that buyer, or on which Back2Flight passes a buyer's details to the supplier for an offer listed as Partner stock (clause 4.7) or for an aircraft listing (clause 4.9). That day is the introduction date. The introduced buyer includes the organisation named in that order, request or message, the companies under common control with it, and its successors.

8.9 Covered items. The covered items are the part numbers and the aircraft that were the subject of the order, quote request or message by which the buyer was introduced, the alternate part numbers listed for them on the platform, and any other part number or aircraft of the supplier for which the same buyer later sends an order, quote request or message through the platform. The platform shows the supplier, in its portal and on each monthly statement, the list of its introduced buyers, their introduction dates, the covered items and the end of the protection period.

8.10 Protection period. The protection period for an introduced buyer runs for 12 months from the introduction date and starts again for 12 months from each later order, quote request or message that the supplier receives from that buyer through the platform. For the covered items, it covers orders placed, and sale or lease agreements signed, during the protection period, whatever their shipping or delivery date.

8.11 Undertaking. During the protection period, the supplier places and processes through the platform any order for covered items from the introduced buyer, and declares to Back2Flight any sale or lease of a covered aircraft to that buyer as in clause 8.16. The supplier does not propose, accept or conclude such an order outside the platform, directly or through a third party, and does not invite the buyer to do so. The supplier remains free to sell covered items to any other buyer, to sell other items to the introduced buyer, and to deal with the introduced buyer without restriction once the protection period has ended.

8.12 Prior customers. Clause 8.11 does not apply to a buyer from which the supplier shows, with documents dated before the introduction date, that it had received an order for the same part number, or for the same aircraft, during the 12 months before the introduction date. The supplier tells Back2Flight in writing within 30 days of the introduction date; otherwise the buyer is treated as introduced.

8.13 Orders outside the platform. The supplier informs Back2Flight at contact@back2flight.com, within 30 days, of any order for covered items received from an introduced buyer outside the platform during the protection period, with the part number, the quantity and the unit price. Such an order, whether declared or discovered, gives rise to the commission as if it had been placed and shipped through the platform: the rate of clause 8.2 applies to the unit price multiplied by the quantity, excluding transport, VAT, duties and release document surcharges. The commission is added to the next statement and, where the order was not declared, bears interest under clause 8.6 from the last day of the month in which the order was shipped. No other sum is due under this clause. Back2Flight may also suspend the supplier under clause 10.

8.14 Records. Where Back2Flight gives the supplier written reasons to believe that an order, sale or lease for covered items was concluded outside the platform, the supplier provides within 30 days a written list of the orders, sales and leases it concluded with the introduced buyer concerned during the protection period and copies of the related invoices or agreements, with the prices of other items redacted. Back2Flight may make such a request at most once in any period of 12 months for a given buyer. Documents received under this clause are confidential under clause 12 and are used only to establish the commission.

8.15 Reminders and confirmation. The introduction date, the file number and the covered items are stated in each purchase order, quote request and message notification that the supplier receives through the platform, and in its portal. The supplier states the platform order number on its invoice to the buyer for each order placed through the platform. The supplier confirms the undertaking of clauses 8.8 to 8.15 separately when the supplier account is created; that confirmation is recorded with its date and the user who gave it.

8.16 Aircraft sales and leases. For the sale of an aircraft to an introduced buyer, the commission base is the sale price agreed between the supplier and the buyer, excluding VAT, and the commission is due when the sale agreement is signed. For the lease of an aircraft to an introduced lessee, the commission base is the total amount of the lease, that is the rent multiplied by the agreed term, excluding extra flight hours and ancillary costs, and the commission is due when the lease is signed. Back2Flight sees neither the sale agreement nor the lease: the supplier declares to Back2Flight at contact@back2flight.com, within 30 days of the signature, the buyer or lessee, the aircraft, the date of signature and the agreed price or the rent and term. Back2Flight invoices the commission on that declaration, on the next statement under clauses 8.5 and 8.6. The list of introduced buyers of clause 8.9 is the record of the introduction. A sale or lease to an introduced buyer that is not declared within that period is treated as an undeclared order under clauses 8.13 and 8.14.

9. Actions taken by Back2Flight for the supplier

9.1 When the supplier replies by email instead of using the portal, it may ask Back2Flight to act for it: confirm, decline or cancel an order, mark it as shipped, upload a document, answer a quote request or hide an offer.

9.2 Back2Flight then acts only on the supplier's written instruction. Each action is recorded with its author and the mention "on behalf of the supplier, by email received on" its date. The supplier remains responsible for the action as if it had taken it, and checks the result in the portal.

10. Suspension and termination

10.1 Back2Flight may suspend a supplier, or hide some of its offers or aircraft listings, at any time and with immediate effect, in particular when: declarations are false or misleading; approvals are declared after expiry or withdrawal; orders are repeatedly left without answer or not honoured; buyers report repeated problems; a commission statement remains unpaid; an order, sale or lease covered by clauses 8.8 to 8.16 was concluded outside the platform or not declared; the supplier breaches these terms or the law; or a legal or security reason requires it.

10.2 While suspended, the supplier's offers and listings are hidden and it receives no new orders, quote requests or requests. Its portal stays open to complete orders in progress and to read its statements. Commission remains due on orders shipped and on sales and leases signed.

10.3 Back2Flight gives the supplier a statement of reasons by email before or when a suspension or restriction takes effect, citing the facts and the ground in clause 10.1. Back2Flight may end the whole relationship with a supplier with immediate effect for a serious reason (fraud, a part or document that does not match its declaration, false declarations, an unpaid statement after a written reminder, or where the law requires it), and otherwise with 30 days' notice. During the notice, orders in progress are completed and the last statement is issued.

10.4 The supplier may contest a decision, or raise any complaint about the platform, by writing to contact@back2flight.com. Back2Flight examines it and answers in writing. If a decision is revoked, the supplier is reinstated without undue delay. No mediator is designated at this time; Back2Flight will designate one if a regulation applicable to it so requires.

10.5 The supplier may end these terms at any time by written notice to contact@back2flight.com. Its offers and listings are hidden. Orders in progress are completed, and commission remains due on orders shipped and on sales and leases signed with introduced buyers during the protection period of clause 8.10, including after termination.

10.6 After termination, the supplier keeps access to its statements and to the orders it received for 12 months, and may ask for an export of its offer data.

11. Data

11.1 Buyer data received through an order, a quote request or a request on an aircraft listing (organisation, addresses, contacts, approval number) may be used by the supplier only to process that order or request, to invoice, to ship or deliver, for its legal records and for after sale service. The supplier handles them as an independent controller, in compliance with the applicable data protection law.

11.2 Back2Flight uses the supplier's data, including its offer data, aircraft listings and order history, to operate the platform, issue statements and improve the service. Aggregated search and order statistics may be used by Back2Flight without identifying the supplier to others. Back2Flight does not sell supplier data to third parties.

11.3 The privacy policy describes how Back2Flight handles personal data of supplier users.

12. Confidentiality

12.1 Each party keeps confidential the information it receives from the other that is not public, in particular any commission rate agreed in writing, statements, the list of introduced buyers, buyer data and the documents of clause 8.14, and uses it only under these terms. This duty continues for 3 years after termination.

13. Liability

13.1 The platform is provided as it is and as available, without commitment to a level of availability.

13.2 The supplier is solely responsible for its offers, aircraft listings, declarations, parts, aircraft, documents, sales, leases, deliveries, invoices and taxes. The supplier indemnifies Back2Flight against claims of buyers, lessees or third parties arising from these, or from a breach of these terms.

13.3 Back2Flight is not liable for any loss of profit, loss of business or indirect loss, or for the conduct of buyers. To the extent the law allows, the total liability of Back2Flight towards a supplier under these terms is limited to the total of the commissions the supplier paid to Back2Flight during the 12 months preceding the event giving rise to the claim.

13.4 Nothing in these terms excludes or limits liability that cannot be excluded or limited under the applicable law.

14. Changes to these terms

14.1 Back2Flight notifies changes to these terms to the supplier admins by email at least 15 days before they take effect. The supplier may end these terms before that date. A change to a commission rate agreed in writing follows clause 8.2.

14.2 The notice period does not apply where a legal obligation requires an earlier change or where an urgent security or fraud risk must be addressed.

15. Governing law and courts

15.1 These terms are governed by the laws of the State of New Mexico, United States, without regard to its conflict-of-law rules. Any dispute between the supplier and Back2Flight is submitted to the courts of the State of New Mexico sitting in Albuquerque. Back2Flight may also bring a claim against the supplier before the courts of the place where the supplier has its registered office. This clause applies unless a mandatory rule provides otherwise.

16. General

16.1 These terms, with any commission rate agreed in writing and the undertakings given in writing under clause 4.7, are the whole agreement between the supplier and Back2Flight about the platform. If a clause is found invalid, the others remain in force. Not exercising a right is not a waiver. Back2Flight may transfer these terms to a company that takes over the platform, after informing the supplier.

17. Contact

17.1 Orders and statements: orders@back2flight.com. Other questions and complaints: contact@back2flight.com. Postal address: VirtualBridge LLC, 1209 Mountain Road Pl NE, Ste R, Albuquerque, NM 87110, United States.