Terms and Conditions of Sale
1. GENERAL
These General Conditions of Business are the only terms on which Aerospace Design and Engineering Consultants Limited. (Hereinafter referred to as "The Company") will do business with the customer and shall prevail notwithstanding any printed or other conditions contained in any purchase order or acceptance of estimate or quotation. No other agreement, representation, promise or undertaking of any kind (unless expressly agreed in writing by the Company) shall alter, vary, supersede or operate as a waiver of these General Conditions.
2. CUSTOMER'S GOODS
All goods entrusted to the Company are stored at customer's risk whilst in the Company's possession and the Company shall not be liable for any loss or damage thereto unless the same is caused by the negligence of the Company's servants.
3. ESTIMATES AND QUOTATIONS
The Company may withdraw any estimate or quotation at any time before acceptance by the customer. Otherwise an estimate or quotation will lapse after 30 days unless accepted by the customer. The price quoted shall cover only the items of work expressly described and detailed in the specifications or particulars provided and the customer shall be liable to pay additional charges in respect of any work found necessary to complete the intended modification, repair, servicing or other work.
4. PRICES AND ALTERATIONS
a) Goods, services, repairs and renewals will be charged for and invoiced to the customer at the prices or charges prevailing at the date of performance of services, repairs or renewals, or, in the, case of sale of goods at the date of delivery of the goods to the Company. The Company may alter the prices and charges shown in the estimates, quotations or contracts accordingly. Alterations or variations in estimates, quotations or contracts (including alterations in any technical specifications) except alterations of prices or charges may be made only by mutual agreement in writing, in which case the Company may change the delivery date given. Should the Company by reason of any matter beyond its control incur additional expenses not provided for in the estimate, quotation or contract such additional expenses shall be paid for by the customer in addition to the price.
b) Where any prices or charges are given and/or where the Company is involved in expenditure in a currency other than sterling the Company shall be entitled to adjust the prices to compensate for any change in the rate of exchange of such currency in relation to sterling by reason of which the cost to the Company has been increased.
c) The prices quoted are subject to the addition of Value Added Tax (or any similar or substituted tax) where applicable at the prevailing rate.
5. FORFEITURE OF PAYMENTS
Should the customer fail to pay for any aircraft, equipment, parts, accessories or other goods within 30 days of the due date for payment or fail to deliver to the Company within 7 days of the date specified by the Company any aircraft or goods to be taken in part exchange the Company may treat the agreement as repudiated by the customer. Thereupon any sums paid by or on behalf of the customer and any goods delivered by the customer by way of deposit shall be forfeited and retained by the Company without prejudice to the Company right to recover from the customer by way of damages any loss or expense which the Company may suffer or incur by reason of the customer's default and the Company may dispose of the aircraft or other goods agreed to be sold or delivered in part exchange on such terms as the Company may think fit and shall not be liable to account to the customer for the proceeds of sale.
6. PART EXCHANGE
On the sale by the Company to the customer the Company shall credit the customer with the agreed part exchange price. Otherwise the company shall have no liability whatsoever to the customer in respect of the part exchange aircraft or other goods. If a contract between the Company and the customer is cancelled by the Company or by the customer in circumstances in which, under the contract, the part exchanged aircraft or goods are to be returned to the customer the Company may return either the aircraft or goods, or at the option of the Company, shall pay the customer the then market value of the goods less the amount of any damages, costs, charges or other sums to which the Company is entitled from the customer.
7. DELIVERY
All deliveries will be made at the company's trading address unless otherwise agreed in writing in which case an extra charge for delivery will be made. The Company will endeavour to adhere to the customers wishes as far as completion and delivery dates are concerned, but any dates given by the company are business estimates only and the Company shall be under no liability whatsoever for delays in carrying out repairs, supplying aircraft and/or goods and/or providing services.
8. CONDITIONS AND WARRANTIES
8.1 The Company warrants the customer that the service shall:
a) Conform to the specification agreed with the customer.
b) Be carried out with reasonable skill and care in accordance with the Company's Design Organisation Approval and in accordance with the best industry practice.
c) Utilise materials complying with the specifications required in accordance with the approved aircraft data.
d) Conform to manufacturer's instructions where appropriate; and any failure by the Company to comply with these warranties will be a "defect" for the purposes of this Clause 8.
8.2 The Customer's remedy and the Company's obligation and liability with respect to any failure to each defect are conditional upon:
a) any defect (other than a latent defect) becoming apparent to the Customer within three (3) months of the Acceptance;
b) The Company having received written notice of the defect within seven (7) days of the defect becoming apparent to the Customer;
c) the return by the customer at its own cost as soon as practicable to the base or such other place as may be mutually agreed of the Aircraft or part thereof claimed to be defective.
8.3 The Customer's remedy and the Company's obligation and liability in relation to any defect are limited to the correction of any such failure as is covered by the warranty in Clause 8 or (at the Company's option) to the replacement of any Components subject to any such failure with a similar item free from any such failure and in the case of "time controlled" Materials with no less time remaining to overhaul or otherwise subject to the appropriate balancing charge being applied, provided that:
a) The Goods and any relevant equipment shall have been installed (and where applicable) operated and maintained in accordance with good airline and engineering practice and the recommendations of the manufacturer.
b) No repairs or alterations shall have been accomplished to the Goods or any relevant equipment without the Company's knowledge and express approval.
c) Identification numbers shall not have been altered or removed.
8.4 All repairs, replacements or corrections described in Clause 8.2 and 8.3 shall be performed by or for the Company with reasonable care and dispatch so that the Aircraft shall not be kept out of service for longer than necessary.
8.5 The Company's obligations under this clause shall not extend to any of the Goods or part thereof manufactured by third parties. In the case of such goods the Company shall, if called upon so to do by the Customer in writing, use all reasonable endeavours to procure for the Customer the benefit of any warranty or guarantee provided to the Company by any such third party apart from which the Company shall be under no liability whatsoever in respect of any defect in such Goods.
8.6 The Company shall be limited to the value of the purchase order for:
a) Any liability under Clause 8.1 and
b) Any act or omission of the Company done with intent to cause delay, injury, death, loss or damage or due recklessly with the knowledge that the delay, injury, death, loss or damage would possibly result.
c) Any damage to the Customer's aircraft or equipment caused by negligence of the Company's servants.
8.7 So far as permissible by law, the provisions of this Clause are in substitution for any other rights, remedies, conditions, representations or other liabilities whether express or implied statutory or otherwise which might impose any liability on the Company, its Directors, servants or agents arising directly or indirectly out of or in connection with the Services or otherwise under this Agreement, (whether or not due to the negligence, sole or contributory, or other tortuous act or omission or breach of contract or statutory duty of the Company, its directors, employees servants or agents) all of which are expressly excluded for the avoidance of doubt the Company shall not have any liability whatsoever for any consequential loss or for any loss arising out of the acts of omission of the Company or its servants, agents or subcontractors.
9. DAMAGE AND LOSS IN TRANSIT
The Company will not be liable for damage and loss in transit except where the following conditions apply:
DAMAGE: If goods are inspected immediately the Document Issue Note must be signed "Damaged"/ If not inspected immediately Document Issue Notes must be signed "Unexamined". In either case notice must be given in writing to the Company and to the Carrier within 3 days.
LOSS: The Company must receive notification from the customer of non-delivery within 7 days from date of invoice.
10. WITHDRAWAL OR CANCELLATION
If the customer commits any act of bankruptcy or suspends payments generally or enters into any agreement or arrangements with or compounds with its creditors or becomes insolvent or (being a limited liability company) enters into liquidation where voluntary or compulsory or suffers a Receiver to be appointed over any of its assets The Company may without liability to the customer withdraw any quotation or estimate or cancel the unfulfilled part of any order or contract.
11. EXPORT OF GOODS
Any dues, duties, taxes or charges incurred on account of or in connection with the export of any goods from the United Kingdom and/or the import of any goods into any other country shall be paid by the customer and not by the Company.
12. SERVICING AND MAINTENANCE OF AIRCRAFT AND EQUIPMENT
All dues, fees and expenses shall be paid by the Customer. Any additional work necessary to comply with a Certificate of Airworthiness or to obtain EASA/Civil Aviation Authority approval may be carried out and charged for by the Company without reference to the customer.
13. CANCELLATIONS
In the event of cancellation of an order or contract with a customer, the customer shall pay for any equipment, goods or materials ordered by the Company prior to the date of cancellation for or in connection with carrying out the order or performing the contract and shall pay all carriage and import charges in respect of such goods or equipment.
14. ADDITIONAL WORK
a) If as a result of inspection or dismantling an aircraft, engine or components further work is found necessary to ensure the airworthiness of the aircraft, engine or components, the customer will be provided with a revised estimate.
b) Should the additional work not be authorised, the customer will be responsible for all charges incurred in the aforementioned inspection or dismantling, purchase of parts, fees or any other associated costs and shall be further liable for all costs in re-assembling the aircraft or otherwise returning it to a suitable condition for collection by the customer.
15. PAYMENT
a) Payment shall be made against pro-forma invoices submitted to the customer. The full amount or amounts shown in the said invoices shall be paid and the aircraft and/or accessories and/or equipment and/or goods removed by the customer, or instructions given for dispatch within 7 days after the date of a notice to the customer that the aircraft, accessories, equipment or goods are available or that work has been completed. Payment must be made prior to the removal of any aircraft, accessories, equipment or goods. If for any reason aircraft, accessories, equipment or goods are not removed within the said period of 7 days a charge for their storage will be made. If payment is not made within one month of the date of the said notice the company may sell the aircraft, accessories, equipment or goods to reimburse all money due from the customer out of the net proceeds. If the aircraft, accessories, equipment, goods or services sold by the Company to a customer or upon which work is carried out and materials supplied are for any reason delivered to, or removed by the customer before payment if full of the purchase price or said invoices has been made, the risk in the aircraft, or goods, shall pass on delivery but property shall not pass to the customer until payment of the purchase price or said invoices has been made in full and the Company shall have the right at any time to take possession of aircraft, accessories, equipment or goods against payment in full of all outstanding invoices incurred by the customer and for this purpose to enter upon any land or premises of the customer.
b) Payment of invoices for customers with approved credit facilities shall be within 30 days of the invoice date. Should the customer fail to pay within the 30 day period the Company reserves the right to terminate any contract in force for services or supplies. Interest on all outstanding amounts will accrue on a daily basis at the rate of 2½ % per month until such time as payment is received in full. If the aircraft, accessories, equipment, goods or services sold by the Company to a customer or upon which work is carried out and materials supplied have been removed by the customer before payment in full of the purchase prices or said invoices has been made, the risk in the aircraft, or goods, shall pass on delivery but the property shall not pass to the customer until payment of the purchase price or said invoices has been made in full and the Company shall have the right to any time to take possession of aircraft accessories, equipment or goods against payment in full of all outstanding invoices incurred by the customer and for this purpose to enter upon any land or premises of the customer.
16. LIEN
The Company shall have a general and particular lien over any goods whatsoever of the customer in its possession to secure payment of all and any sums owed by the customer to the Company.
17. FORCE MAJEURE
The Company shall not be liable for any delay or failure in carrying out its obligations which is caused wholly or partly by reason of act of God, delay in transportation, labour disputes, fire, flood, war, accident, Government action, compliance with any request or application from or requirement of any Government authority (United Kingdom or otherwise) whether or not having the force of law. Inability to obtain adequate labour, materials, manufacturing facilities, or energy or any other cause or reason beyond the Company's control or that of its servants or agents and if the delay or failure has continued for a period of 3 months the either party may give notice in writing to the other determining the Contract and on such determination the Company shall refund to the Customer any payment which the Customer has already made on account of the price of the Goods or Services or any part thereof after deduction of any amount due to the Company.
18. LAW
These conditions and any contract or order subject to them shall be governed by English Law.
19. NOTICES
Any notice required to be given by the Company or by the customer may be served personally or may be left at the residence or place of business of the person or company to whom it is address or may be sent by post in which case notice shall be deemed to have been received in due course of post.