1) AerFin Limited whose registered office is at, Unit D, Parc Bedwas, 2 Greenway, Caerphilly, CF83 8DW, UK (“AerFin” or “Seller”); and
2) The Customer specified in the Quotation (“Customer” or “Buyer”).
This Agreement is entered into between AerFin and the Customer for the sale of; parts, components and modules removed from aircraft (collectively and individually, the "Part(s)") from time to time by AerFin to Customer.
By signing and returning the Quotation (or otherwise confirming you wish to purchase the Parts on the basis of the information provided in the Quotation), you acknowledge that these terms and conditions shall apply to your purchase of the Parts. For the avoidance of doubt no Agreement shall be contractually binding on AerFin unless and until it issues a Confirmation of Order to the Customer.
- The following words shall have the meanings ascribed below for the purpose of this Agreement:
- means these terms and conditions, the Quotation, the Confirmation of Order and Incoterms 2010;
- AR or As-Removed:
- means Part(s) that have been removed from the engine/aircraft and are pending repair or recertification;
- Confirmation of Order:
- means a notice in writing confirming AerFin’s acceptance of the Customers Order;
- OH or Overhauled:
- means Part(s) have been overhauled by an EASA or FAA 145 organisation and are sold with attached EASA Form One and/or FAA Form 8130-3 certificate stating Overhauled;
- means the document in which these terms and conditions are referenced which identify the Customer, details of the Parts which the Customer wishes to purchase, the price of the Parts and any other information relevant to the sale of Parts;
- SV or Serviceable:
- means Parts that have been removed from the aircraft/engine and have a current and valid EASA Form One and/or FAA Form 8130-3 certificate issued by an approved organisation.
- The following words shall have the meanings ascribed below for the purpose of this Agreement:
- PRICE AND PAYMENT:
- All prices for Parts are net and, save as specified in the Quotation, do not include transportation, insurance, taxes, import or export charges or duties, levies, imposts, penalties, interest or other similar charges (including, without limitation, goods and services tax, harmonized sales tax, sales tax, value added tax, withhold taxes and any transfer tax), all of which shall be the responsibility of Customer and payable to AerFin upon demand.
- The Customer confirms that all the parts and equipment detailed on the Quotation are of a kind ordinarily installed or incorporated in, and are to be installed or incorporated in, the propulsion, navigation or communications systems or the general structure of a qualifying aircraft as set out in HMRC Notice 744C; Customer undertakes to advise AerFin immediately should these parts be used for any other purpose and to pay AerFin the VAT and any Import Taxes or duties which become due.
- Prices set out in the Quotation are valid for 30 days or such other period as may be specified in the Quotation. Thereafter prices are subject to change without notice
- Unless otherwise identified in the Quotation that the credit terms in annex A applies, the Customer shall pay to AerFin, all amounts due in cleared funds prior to the due delivery date.
- Without limiting any other right or remedy of AerFin, if the Customer fails to make any payment due to AerFin under the Agreement by the due date for payment ("Due Date"), AerFin shall have the right to charge interest on the overdue amount at the rate of 4 per cent per annum above the then current Bank of England's base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly. For the purpose of this clause 4.5 time of payment shall be of the essence of the Agreement.
- The Due Date shall be 30 calendar days from the date of the invoice unless otherwise stated in writing by AerFin.
- The Customer shall pay all amounts due under the Agreement in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against AerFin in order to justify withholding payment of any such amount in whole or in part. AerFin may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by AerFin to the Customer
- DELIVERY and INSPECTION:
- Parts shall be delivered ExWorks at AerFin's Storage Facilities in the UK or as otherwise stated on the Quotation, (Incoterms 2010 EXW) or such other facility as may be designated in writing by AerFin. Unless otherwise agreed, all Parts delivered to Customer will be packed for road transportation in the UK in accordance with AerFin's standard packing procedures for such Part(s). AerFin reserves the right to charge for special additional packing requirements of the Customer. Packing material, containers, and module and component transportation stands are returnable at Customer’s cost.
- Any dates set out in the Quotation are approximate only and the time of delivery shall not be of the essence. AerFin shall provide reasonable notice of when the Part(s) are available for delivery. There is nothing preventing AerFin from bringing forward the delivery date, or complete performance of any order, prior to the time set forth in the Quotation. Unless otherwise agreed, AerFin shall have the right to deliver the Parts in partial shipments.
- If, upon receipt of the Parts by the Customer, the Parts do not conform to the Quotation, the Customer shall, within two (2) calendar days (or if non-conformance relates to an AR condition Part, (30) calendar days) after receipt thereof, notify AerFin of such non-conformance and:
- provide such evidence of non-conformance as AerFin may reasonably require, including photographic evidence;
- arrange for the return of the non-conforming Part(s) at Customer’s expense or if requested in writing by AerFin, arrange for the Part to be scrapped (in which instance the Customer will produce a certificate evidencing the Part has been scrapped); and
- the Customer shall permit AerFin a reasonable opportunity to replace such Part.
- Non-conformance for the purpose of clause 5.1 shall mean failure of the individual Part to conform with the description set out in the Quotation including the condition of that Part which may include OH, SV and AR. In the case of AR specifically non-conformance shall be deemed to include where the cost of repair or overhaul would exceed 80% of the cost of the then latest catalogue price for that Part, or where an EASA authorised repair station deems the condition of such part to be beyond repair limits in accordance with the applicable manufacturer’s manuals for that Part.
- Goods specifically purchased by AerFin from a supplier for on-sale to the Buyer, may not be returned to AerFin for credit.
- TITLE AND RISK
- The risk in the Parts shall pass to the Customer on completion of delivery.
- Title to the Goods shall not pass to the Customer until AerFin has received payment in full (in cash or cleared funds) for:
- the Parts; and
- any other Parts or services that AerFin has supplied to the Customer in respect of which payment has become due.
- AerFin warrants that it shall have good legal title in and to the Parts sold to Customer on the date of sale.
- DISCLAIMER: All other warranties or conditions (whether express or implied) as to quality, condition, description, compliance with sample or fitness for purpose (whether statutory or otherwise) other than those expressly set out in this agreement are excluded from this agreement to the fullest extent permitted by law. Each part sold to the customer is sold in "as is, where is" condition with all assignable warranties from the last operator or repair facility (if such warranties exist).
- The Customer hereby indemnifies AerFin and its affiliates and subsidiaries, (including their respective agents, directors, employees, officers, shareholders, subcontractors, successors and assigns) against all liabilities, claims, losses and damages of any nature, including, but not limited to, all expenses (including legal fees), costs, and judgments for property damage or injury to or death of any person and any other direct, indirect, incidental, consequential, economic or statutory civil damages, any of which arise out of or are in any way related to the provision of the Parts or other services pursuant to this Agreement.
- Notwithstanding the generality of clause 8.1, the indemnity set out in that clause shall specifically include (but not limited by) the use, operation, repair, maintenance, or disposition of Parts provided under the Agreement, whether or not arising from breach of contract, strict liability or tort (including negligence), provided that nothing in this clause 8 shall require the Customer to indemnify AerFin for claims or liabilities arising from the wilful misconduct of AerFin.
- The Customer shall carry and maintain such insurance in full force and effect and in types and amounts as would be carried by prudent companies engaged in the Customer's industry. Such policies of insurance shall be primary with respect to the indemnities of Customer set forth in this Agreement, and shall contain waivers of subrogation of the insurers in favour of the AerFin Indemnities. The Customer will provide AerFin with certificates of insurance as may be requested by AerFin from time to time.
- LIMITATION OF LIABILITY
- Nothing in this Agreement shall limit or exclude AerFin's liability for death, personal injury caused by its negligence, the negligence of its employees, agents or subcontractors, or fraud or fraudulent misrepresentation.
- Subject to 9.1
- AerFin shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Agreement; and
AerFin's total liability to the Customer in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed one hundred and twenty percent (120%) of the total Price paid by the Customer pursuant to this Agreement.
AerFin will not be liable in any way in respect of late delivery, howsoever caused or for any delay in performance due to causes beyond AerFin's reasonable control including, without limitation, embargoes, blockages, seizures or freeze of assets, delays or refusals to grant export or import licenses or the suspension or revocation thereof, or any other acts or omissions of government, fires, floods, severe weather, or any other acts of God, quarantines, labour strikes or lockouts, riots, insurrection, civil disobedience or acts of criminals or terrorists, war, material shortages or delays in delivery by third parties and, in the event of such delay the date of delivery shall be extended for a period of time as may be reasonably necessary to compensate for any such delay. The Customer shall be bound to accept the Parts when available.
- GOVERNMENTAL AUTHORIZATIONS:
Unless specified otherwise in the Quotation, the Customer shall be the importer or exporter of record and shall be responsible for timely obtaining any required governmental authorization such as an import license, export license, exchange permit or any other required governmental authorisation.
- ENTIRE AGREEMENT:
No statements, negotiations, warranties, course of dealing or usage of trade will be part of this Agreement between AerFin and Customer. AerFin rejects any of Customer's inconsistent or additional terms, whether submitted before or after the terms and conditions herein, in purchase orders or however stated, and such shall not be part of this Agreement, unless specific and explicit references to changes to this Agreement are made in writing by an authorised representative of AerFin. Anyone signing for the customer represents that she or he is employed by the customer in the capacity indicated and is unequivocally authorized to bind the customer to this agreement.
- RIGHTS OF THIRD PARTIES:
No term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this agreement, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act
- GOVERNING LAW AND JURISDICTION:
- This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
- The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Annex A: Credit Terms
Where AerFin has agreed to providing credit to the Customer the following shall be deemed to replace clause 4,4 of the Standard Terms of sale;
“AerFin shall be entitled to invoice the Customer for each order, or part order on or at any time after delivery. The Customer shall pay invoices in full and in cleared funds within 30 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by AerFin”.
For all Sales orders, Repair Orders and Purchase Orders
Aerospace specific terms and conditions applicable to all repair orders and where referred to within purchase orders.
- Vendors/Sellers are obliged to notify AerFin Ltd of nonconforming processes, products, or services and obtain approval for their disposition;
- Vendors/Sellers are required to ensure processes are in place to prevent the supply and/or use of suspected unapproved, unapproved, and counterfeit parts
- Vendors/Sellers must notify AerFin Ltd of changes that impact products or services supplied relating to processes, products, or services, including changes of their external providers or location of manufacture;
- Vendors/Sellers must retain documented information relevant to AerFin orders for a minimum of 7 years
- AerFin Ltd uphold rights of access, along with our customer, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain;
- Vendors/Sellers must ensure that their organisation remains aware of:
- their contribution to product and/or service conformity;
- their contribution to product safety;
- the importance of ethical behaviour.
- At a minimum, AerFin requires FAA/EASA dual release certification for all Repair Orders and/or purchases made