AIRCRAFT PARTS GENERAL TERMS AND CONDITIONS OF SALE
General: These general terms and conditions of sale (“the Terms”) shall apply to all quotations, proposals (“Proposal”) and sales made by AM Aviation Parts Ltd (“AMAP”) for the sale of aircraft parts (“the “Product(s)”) to the customer (“Customer”).
Order: Any order placed by the Customer with AMAP or the acceptance of, or the payment for any Product shall be deemed as Customer’s unconditional acceptance of these Terms. Notwithstanding the foregoing, should the Terms conflict with the conditions contained in a specific agreement entered into between AMAP and Customer, the conditions of such specific agreement shall govern. The Terms shall prevail over any general purchase conditions related to or contained in a purchase order or other document submitted by Customer, notwithstanding any provisions contained therein. Any proposal issued by AMAP constitutes a firm and valid offer for the duration specified in such proposal, or (if not specified) for a duration of thirty (30) days from the date of the proposal issuance. Any supply of Products shall be subject to due ordering by Customer in writing and acceptance or confirmation of the Order by AMAP. An order issued by Customer is only binding (i) upon acceptance or confirmation by AMAP of the order, or (ii) if AMAP starts delivering the Products or performing the services (the “Order”). No cancellation, modification or reduction of an Order shall be made without AMAP’ prior written consent. Should an Order be cancelled for any reason, AMAP reserves the right to charge Customer for any kind of preparation made, Product(s) ordered in connection with the Order, and to retain advance payment made by Customer. Modification or reduction to the Order may result in an additional charge to Customer
Prices: The prices do not include any duties, taxes, freight or packing or other charges, except when otherwise expressly agreed in writing between the parties. Charges are subject to currency exchange rate evolution between cost estimate and invoice date. All taxes, duties, fees or other assessments, including interests and penalties in connection therewith are for Customer’s account, with the exception of those imposed on corporate income and net profit of AMAP levied by the British government.
Invoicing and Payment: Any amount due by Customer to AMAP is payable cash in advance, unless otherwise agreed between the parties. Payment shall be made by wire transfer to the relevant bank account as specified by AMAP, in the currency indicated on the invoice, or with a major credit card. In case of payment in any other free convertible currency, the exchange rate valid on the day of actual money transfer shall be applied for conversion. If any payment due to AMAP is not received on the due date, a demand to pay shall, ipso facto, be deemed given as of that date and AMAP shall have the right, without prior written notice, to claim interest from Customer at the legal interest rate in force at the time when the payment should have been made calculated prorata temporis as from the due date until the day when full payment is received. Such right shall be without prejudice to AMAP’ other rights including but not limited to the right to suspend deliveries to Customer until such due payment is received or to claim for the immediate payment of any outstanding amount. Customer shall also have to pay a fixed indemnity of 10% of the amount overdue, with a minimum of five hundred (500,00) EURO, without prejudice to the rights of AMAP of claiming from Customer the reimbursement of legal expenses and costs, including reasonable attorney fees. Customer shall not be entitled to withhold any payment of any part of an invoice, nor shall Customer set off any amount against invoices. Any invoice (i) paid or (ii) not disputed in writing with detailed indication of the reason thereof within fifteen (15) days from the invoice issuance date, will be deemed irrevocably accepted by Customer. AMAP shall retain title to Products sold to Customer until full payment of the entire price thereof by Customer.
Transportation: Products sold shall be delivered by AMAP to Customer EX WORKS (EXW - Incoterms ICC 2010) AMAP or its partners facilities (in Europe), except if otherwise agreed in wirting. Any item shall be transported in accordance with ATA 300 standards (for air transport), ADR regulations (for transportation by road), and regulations of the country of destination and/or manufacturers’ requirements. For any shipment of dangerous goods, the relevant item shall be packed in accordance with the latest IATA “Dangerous Goods Regulations”. Neither party shall bear any risk associated with transportation in the event of faulty or unsecured packing under the other party’s responsibility and not in accordance with the above. Should AMAP and/or its subcontractors be in charge of shipment, the liability of AMAP for any loss or damage to goods and for any consequences thereof attributable (in whole or in part) to the shipment operation undertaken by AMAP and/or its subcontractors, is strictly limited to the indemnification ceilings as fixed by the Geneva Convention 19 May 1956 in case of carriage by road (national or international) or by the Warsaw Convention 12 October 1929 as amended by Montreal Convention 28 May 1999 in carriage by air (national or international). Customer acknowledges that the Products (including without limitation data, commodities, technology or software) sold by AMAP under the Terms may be subject to export control laws and regulations, and diversion contrary to such laws and regulations is prohibited. Customer shall indemnify and hold AMAP harmless against any damages, losses or fees of any kind imposed as a result of Customer’ failure to comply with any applicable
Delivery: The Products are dellivered in an "as is, where is" condition.AMAP' delivery date is not binding, unless expressly otherwise agreed in writing. AMAP shall not be liable nor deemed to be in default for any delay or failure to perform its obligations due to force majeure or any other cause beyond its reasonable control and which prevent AMAP from performing its obligations, in total or in part, such as but not limited to acts of God or public enemy, act of civil or military authorities, any law, decision, regulation, directive or other act of any government, of the European Union or the EASA/FAA authorities, or of any department, commission, board, bureau, agency, or court, any regulation or order affecting the supply of Products, war or civil war, armed hostilities, insurrection, riot, acts of nature, fire, flood, explosion, earthquakes, natural disaster, accident, total or constructive total loss, epidemic, quarantine restrictions, labour dispute, lockout or serious accidents (resulting in the cessation, slowdown or stoppage of work), embargoes. When AMAP demonstrates that one of the above mentioned events has caused a damage or a delay, the force majeure is presumed. The Products shall be deemed accepted upon delivery, unless Customer notifies in writing any discrepancy upon reception. Any rejection shall specify the nature and scope of the discrepancy. Notwithstanding anything to the contrary within the Terms, Customer will bear all risk of loss of or damage to or caused by such Products from the time that they are delivered AMAP represents and warrants to Customer that, on delivery, AMAP is the sole legal and beneficial owner of the Products. In respect of any Product sold by AMAP pursuant to the Order, should AMAP have obtained in its capacity as buyer a supplier warranty, that portion of the warranty remaining shall be transferred to Customer in the same conditions as obtained by AMAP from its supplier. AMAP makes no representation or warranties as to what use or application may be done of the Products in the condition in which the Products are delivered. On delivery, the Products are sold to Customer in “as is” conditions without any representation, warranty or condition of any kind whatsoever, except From and after delivery, Customer agrees to indemnify and hold AMAP harmless from and against any and all liabilities, claims, demands, suits, damages and losses (including without limitation all reasonable attorneys’ fees, costs and expenses in connection therewith or incident thereto) for loss or damage of any property whatsoever (including the Products), for death or injuries to any persons whomsoever which may result from or arise, in any manner out of or in relation to (i) the condition, ownership, manufacture, purchase, delivery, possession, transport, maintenance, use or operation of the Product(s) either in the air or on the ground, (ii) or which may be caused by any defect in the Product, accessories or parts regardless of when such defect shall be discovered, whether or not the Product is at the time in possession of Customer and regardless where the Product may then be located, except in case of wilful misconduct or gross negligence of AMAP. Notwithstanding any other clause, AMAP shall never be liable and Customer hereby waives, releases and renounces all rights and claims against AMAP to the fullest extent permitted by law for any special, incidental, consequential, punitive or indirect losses and damage of any kind whatsoever (including without limitation loss of use, revenue or profits, loss of prospective economic advantage, loss of customers, loss of data, costs incurred as a result of the lease of a spare aircraft or item or other costs resulting from the unavailability of an aircraft or item, accommodation and compensation of passengers, or immaterial damage), for any reason whether arising in contract (including warranty according to article 7 hereof) or otherwise. AMAP’ warranty and liability obligations resulting from clauses 7 and 8 are exclusive and in substitution for, and Customer waives, releases and renounces, all other warranties,obligations and liabilities of AMAP and all other rights, claims or remedies of Customer against AMAP and/or its insurers, express or implied, arising by law or otherwise, with respect to any non conformity or defect in any product delivered or service or work performed, including but not limited to (A) any warranty against hidden defects, (B) any implied warranty of merchantability or fitness, (C) any implied warranty arising form course of performance, course of dealing or usage of trade, (D) any warranty against infringement, (E) any obligation, liability, right, claim or remedy (whether in contract, in tort or otherwise).
Insurance: Customer shall maintain its own insurance policies to cover any liability it may incur under the Terms, which shall include a waiver of subrogation against AMAP and its insurers. Customer shall provide AMAP with certificates of insurance evidencing the coverage set forth above, upon request.
Confidentiality and Proprietary Information: Any information, document or data of whatever nature and support, commercial or otherwise, transmitted by AMAP to Customer in connection with the Order and/or the supply of services or goods shall be deemed confidential information and, Customer undertakes not to disclose any such information, document or data to any third party for any reason whatsoever.
Miscellaneous: AMAP shall, without prejudice to AMAP’ other rights, be entitled to suspend the performance of its obligation and/or terminate the Order (in whole or in part) by written notice and without need of judicial recourse, should Customer fail to remedy any breach of its obligations. Customer shall not assign an order or any interest therein or any rights thereunder (including the right to receive delivery) without the prior written consent of AMAP. Provisions contained or referred to in Customer's order neither cancel nor modify nor add to the present Terms, unless otherwise agreed in writing between the Parties.
Governing Law and Jurisdiction: The contractual relationship shall be governed by the Terms and by the laws of the United Kingdom. The United Nations Convention on international sales of goods (Vienna - 1980) is not applicable. Any claim against AMAP shall be submitted to the exclusive jurisdiction of the commercial Court of London. AMAP may, at its option, institute legal proceedings against Customer at the Courts of London or the Courts of the country where Customer’s registered office is located.