In these Conditions the expressions following shall bear the meanings ascribed to them respectively below, namely:-
“the Company” shall mean Aviation Traders Limited
“the Customer” shall mean the person body firm or body corporate to whom any quotation is addressed or by whom an order is placed.
“Work” shall mean such work and services as are described or referred to in any order accepted by the Company.
(a) Quotations issued by the Company are not offers capable of acceptance so as to make a binding contract. All orders placed with the Company require the Company’s acceptance in writing before any contract arises.
(b) All quotations given and all contracts made between the Company and the Customer are subject to these Conditions. Orders are only accepted by the Company subject to these Conditions and no attempted variation addition substitution or waiver (howsoever purported to be made) shall have effect unless and until it is agreed in writing by the Company. Should any of these Conditions conflict with any conditions stated in the Customer’s order or any other document emanating from the Customer these Conditions shall prevail.
(c) These Conditions override any representations or agreements made before the date hereof other than those specifically referred to in the contract of which these Conditions form part.
(d) The headings in these Conditions are for ease of reference only and shall not effect the construction of any contract of which these Conditions form part.
(a) The Company reserves the right to increase without notice any price where prices of materials, labour, services, overheads or any other factor used as a basis for determining a quotation have increased between the date of the quotation and delivery of the Work to the Customer.
(b) All prices are exclusive of statutory fees (including but without limitation fees payable to any government department in respect of modifications or certificates of airworthiness or otherwise) customs duties, government taxes (including but without limitation Value Added Tax), bank charges, manual amendments and out of pocket expenses and disbursements incurred in connection with the Work (including but without limitation charges by manufacturers and suppliers of equipment and technical information) and travelling and liaison costs (including but without limitation labour costs and travelling time) whether or not envisaged at the time of the quotation.
(c) EASA fees are indexed and charged annually and are based upon ATL’s assessment of STC classifications which are subject to review and revision by EASA with subsequent fee adjustments. Some projects attract EASA fees in excess of those quoted. Cancellation fees are applicable to both ATL project and EASA fees. All fee amendments will be invoiced to the Customer immediately after ATL are notified or invoiced by EASA.
(d) ATL will remain the Holder of all Supplemental Type Certificates (STC’s) approving design changes performed in accordance with agreed Certification Programmes. No changes shall be made to the approved STC’s without ATL’s prior knowledge and agreement. Should any changes be required, they shall be classified by ATL in accordance with the requirements of Part 21.A.101. ATL reserve the right to quote for the work associated with such changes which, in the case of changes classified as Major, will include the applicable EASA Fees.
(e) The approved STC cannot be sold or transferred to any third party organisation or individual without ATL’s prior agreement or knowledge, which will not be unreasonably withheld. The transferability of any STC is subject to the requirements of Part 21.A.116, and shall be carried out with the full written agreement of ATL and in conjunction with EASA through the submission of an EASA Form 38 application. ATL reserve the right to charge any fees (including EASA fees) associated with the transfer of any STC for which it is the Holder, and these shall be paid prior to the final transfer of all rights to the STC.
(f) EASA fees associated with Operational Suitability Data ( OSD ) Approval are not quoted for and will be charged upon notification from EASA and are to be paid prior to release of approved documents.
(g) On Hold Charge Policy – ATL will notify customers when projects are placed on hold with actions and responsibilities identified. If, after 1 calendar month the project is still unable to progress; any outstanding monies owed for work to date, plus an administration fee of £100 per calendar month will be invoiced with immediate settlement required. Projects will remain on hold while monies held on account are sufficient to cover monthly administration charges and while invoices are settled immediately. If these conditions are not met, the project will be closed and a requote will be required for any further work to continue.
4. Provision of Information
(a) The Customer shall in good time and at its own expense provide and/or cause to be provided to the Company all drawings, specifications, plans, publications, manuals, materials, technical data and information (herein called the “Data”) necessary or expedient for the Company to carry out the Work.
(b) In the event that the Data or any part thereof provided pursuant to paragraph (a) of this Condition shall be inaccurate, incomplete or out of date, the Company shall not be liable in any circumstances for any loss or damage arising directly or indirectly therefrom and the Customer shall reimburse the Company the cost of all Work carried out together with overheads and other costs and loss of profits relating thereto incurred or sustained by the Company.
(c) The Company shall:
(i) be responsible for the safe-keeping of the Data;
(ii) following completion of the Work and subject to receipt of a written request from the Customer not later than 6 months after delivery of the Work, return the Data to the Customer; and
(iii) not wilfully divulging any information contained in the Data which is not within the public domain to any other party provided always that the Company shall be at liberty to do so without the prior execution of the Work and in connection with any sub-contracting pursuant to Condition 6 hereof.
5. Force Majeure
Any time specified for the delivery of the Work is an estimate only and time shall not be deemed to be the essence of the contract of which these Conditions form part. While the Company shall endeavour to deliver the Work by such specified time it shall be under no liability whatsoever whether for consequential loss or otherwise howsoever for any failure or delay in delivering the Work by reason of failure or delay on the part of the Customer to provide the Data or agree specifications, or acts of God, war, riots, terrorism, civil commotions, strikes, lock-outs, trade disputes, fires, sickness or injury to any of the Company’s employees, breakdowns, interruption of transport, governmental action, delays in supply to the Company of materials or services required for the carrying out of the Work or any other cause whatsoever (whether or not of a like nature to those specified above) outside its control. If delay resulting from any of the foregoing causes extends for more than 60 days and the parties have not agreed upon a revised basis for implementing either party, may upon giving not less than 30 days written notice, terminate the contract whereupon the Customer shall pay the Company for all Work carried out by the Company prior to the date of termination in accordance with the terms hereof.
The Company shall have the right at any time without prior reference to the Customer to sub-contract all or any part of the Work to any other person body firm or body corporate.
The Company undertakes that it will at no additional charge to the Customer remedy any defect in the Work occasioned wholly as the result of the negligence of the Company in the execution of the Work provided that such defect shall become apparent within 60 days from the date of the delivery of the Work to the Customer and the Customer has given full particulars in writing of the defect to the Company forthwith on discovery of the same.
8. Manufacturer’s Guarantees
In the event of any goods supplied by the Company to the Customer which are manufactured by a third party proving defective the Company undertakes at the request and cost of the Customer to pass to the Customer so far as it is able to do so the benefit of any guarantee or warranty which the Company has been given provided that the Company is not put to any expense in the enforcement thereof.
9. Exclusion of Liability
(a) The undertakings set out in Conditions 7 and 8 are in lieu of any condition, warranty or other term, as to description, condition, quality, merchantability or fitness for any particular purpose which but for this provision might otherwise be implied by statute, common law, custom of trade or otherwise and which are hereby expressly excluded.
b) Save as expressly provided in Conditions 7 and 8, the Company shall be under no liability of
whatsoever nature (other than in respect of personal injury or death resulting from the negligence of the Company or of any of its officers, employees or agents) arising out of or in connection with the Work or any goods supplied by the Company.
(c) In no event shall the Company be liable for any consequential loss or damage howsoever caused arising out of or in connection with the Work or any goods supplied by the Company including but not limited to loss of revenue, cost of capital, claims for service interruptions or failures of supply, costs, and expenses incurred in connection with labour, overheads, transportation or substitute facilities or supply sources.
(d) If it should be held in relation to any particular contract to which these Conditions apply that either or both of paragraphs (b) and (c) of this Condition are not effective then the total liability of the Company on any claim in any way arising out of or in connection with the Work or any goods supplied by the Company shall not exceed the price allocable to the goods or services giving rise to the claim.
The Customer shall keep the Company indemnified against all liability of whatsoever nature towards any third party arising out of or in connection with the Work or any goods supplied by the Company.
(a) Unless otherwise agreed in writing between the parties payment for the Work and any other amounts owing by the Customer to the Company shall be made by the Customer in full and without deduction to the Company not later than 30 days following the date of the invoice and the term “Payment Due in 30 Days” appearing on any document issued by the Company to the Customer shall mean the terms of payment above described.
(b) Notwithstanding the terms of paragraph (a) of this Condition the Company shall be entitled at any time and from time to time to call upon the Customer to make payments on account for such amounts as the Company may at its discretion decide either by way of initial deposit or by way of progress payments and upon receipt of such call whether by way of invoice or otherwise the Customer shall pay the same in full to the Company within 7 days of such call.
(c) If the Customer shall default in making any payment as aforesaid the Company shall have the right, without prejudice to any other rights which it may have:-
(i) to suspend the Work and/or withhold delivery of the same and retain the Data without liability for any loss or consequential loss to the Customer; and/or
(ii) to cancel the order or contract
(iii) to add interest to the invoice at a rate of 8% above base rate if the work/contract is complete.
In which event the Customer shall be liable forthwith on demand to pay to the Company the cost of all Work carried out together with all overheads and other costs relating thereto incurred by the Company.
The Customer hereby indemnifies the Company and its officers, employees or agents against all actions, proceedings, claims, costs, expenses, demands, damages, penalties and liability which any of them may incur or become liable for in connection with any infringement or alleged infringement by any of them of any letters patent registered, design, copyright or other industrial property right or breach of confidence (except as provided in Condition 4 hereof) resulting from or in the course of the Work.
The copyright or other intellectual property rights of whatsoever nature in the Work are and shall remain the property of the Company. According without prejudice to the generality of the foregoing:-
(a) the Company shall have the right to retain for its own benefit copies of all of the Work documents including plans and specifications and to use the same together with its knowledge, experience and know-how in connection with all other work which it may from time to time carry out on behalf of any other party; and
(b) the Customer shall not without the prior written consent of the Company disclose the Work or any part thereof to any third party and in particular shall not sell or otherwise deal in the said Work documents which it has acquired as a result of the Work carried out by the Company.
The Customer may in no event cancel or suspend any order which has been accepted by the Company except with the Company’s specific written agreement and only then on terms which will indemnify the Company against any and all loss.
Without prejudice to any other rights which the Company may have, the Company shall be entitled to determine the contract of which these Conditions form part forthwith and demand payment of all moneys due or accruing due thereunder and (notwithstanding Condition 4 hereof) retain the Data as security in respect of unpaid moneys due to the Company if (a) the Customer commits any breach of contract; or (b) becomes insolvent or enters into a composition or arrangement with its creditors or being a body corporate shall have a receiver or receiver and manager or analogous official appointed over any part of its undertaking or assets or shall pass a resolution for winding up or a court shall make an order to that effect or if not being a body corporate shall commit an act of bankruptcy or have a receiving order made against it.
No forbearance, indulgence, relaxation, delay or omission on the part of the Company in enforcing any of the terms or conditions of the contract of which these Conditions form part shall in any way limit or prejudice the rights of the Company thereunder or be deemed to be a waiver of any breach by the Customer of the terms or conditions thereof.
17. Governing Law and Jurisdiction
These conditions and the contract of which they form part shall be governed by the laws of England whose court shall have non-exclusive jurisdiction to hear any dispute arising out of or in connection with the same and for this purpose the Customer (in the event that it does not have any address for service of notice in the United Kingdom notified to the Company) appoints the Commercial Attache at the consulate in London of the state in which its principal business activities are carried on as its agent for service of notice of any process.
Materials supplied by us for the execution of this order shall be at your entire risk and responsibility until incorporated in the finished article and delivered to us and must be insured by you at your expense at it’s value plus any increase in value that accrues in consequence of work done on it, in so far as this work can be covered by progress payments to you. Replacement of material damaged or scrapped in your workshops in excess of our normal scrap allowance will be effected at your expense.
(A) A Delivery Note must accompany the goods, and must quote this Order No.
(B) Test equipment, new, repaired, or calibrated shall have a Calibration Certificate traceable to National or International Standards.
(A) A Delivery Note must accompany the goods and all the goods for use on aircraft must be accompanied by an Authorised Release Document as a condition of this order.
(B) New components must carry a Certificate issued by the Original Equipment Manufacturer.
(C) Repaired or overhauled parts must carry an EASA Form 1 or an FAA Form 8130-3 issued as a Release to Service by a Company holding a valid Part 145 approval as listed within EASA or EU NAA list of approvals.
(D) Standard Aeronautical Parts must be accompanied by a Certificate of Conformity to the order and to the National or International Specification to the Standard.
(E) Materials to be marked with their Specification and accompanied by a Certificate of Conformity to our Order. Materials for use as aircraft furnishings must also carry a Fire Test Certificate.
(F) Aircraft or Engine controls components which have been overhauled or repaired must indicate on the Authorised Release Document when Duplicate Inspections or Required Inspection Items have been done.
(G) Test equipment, new, repaired, or calibrated shall carry a recent Calibration Certificate traceable to National Calibration Standards.