Standard terms and conditions for the purchase of goods
1.1 In these Conditions the following words shall have the following meanings:
“the Company” Specialist Aviation Services Limited (registered in England under no 1848773).
“the Contract” the Order and the Seller’s acceptance of the Order;
“Goods” any goods agreed in the Contract to be purchased by the Company from the Seller (including any part or parts of them);
“Order” the Company’s written instruction to supply the Goods, incorporating these Conditions;
“Seller” the person, firm or company who accepts the Company’s Order.
1.2 In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or provision as from time-to-time amended, consolidated, modified, extended, re-enacted or replaced.
1.3 In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
1.4 In these Conditions the headings will not affect the construction of these Conditions.
2. Application of Terms
2.1 These Conditions are the only conditions upon which the Company is prepared to deal with the Seller and they shall govern the Contract to the entire exclusion of all other terms or conditions.
2.2 Each Order for Goods by the Company from the Seller shall be deemed to be an offer by the Company to purchase Goods subject to these Conditions. No Order shall be accepted until the Seller accepts the offer (either expressly by giving notice of acceptance or impliedly by fulfilling the Order).
2.3 No terms or conditions endorsed upon, delivered with or contained in the Seller’s quotation, acknowledgement or acceptance of order, specification or similar document will form part of the Contract and the Seller waives any right which it otherwise might have to rely on such terms and conditions.
2.4 These Conditions apply to all the Company’s purchases and any variation to these Conditions shall have no effect unless expressly agreed in writing and signed by a duly authorised representative of the Company.
3. Quality and Defects
3.1 The Goods shall be free from defect and conform in all respects with the Order and specification and any drawings or design data supplied or advised by the Company to the Seller.
3.2 The Company’s rights under these Conditions are in addition to the statutory conditions implied in favour of the Company by legislation.
3.3 Prior to delivery of the Goods to the Company the Company shall have the right to inspect and test the Goods at all times.
3.4 If the results of such inspection or testing cause the Company to be of the opinion that the Goods do not conform or are unlikely to conform with the Order or to any specifications and/or drawings supplied or advised by the Company to the Seller, the Company shall inform the Seller and the Seller shall immediately take such action as is necessary to ensure conformity and in addition the Company shall have the right to require and witness further testing and inspection.
3.5 Notwithstanding any such inspection or testing, the Seller shall remain fully responsible for the Goods and any such inspection or testing shall not diminish or otherwise affect the Seller’s obligations under the Contract.
3.6 If any of the Goods fail to comply with the provisions set out in condition 3 the Company shall be entitled to avail itself of any one or more remedies listed in condition 13.
4.1 Where the Goods are intended to be fitted to an aircraft, airworthiness regulations apply. The Seller is required to assist the Company in complying with such regulations as follows.
4.2 All material free-issued to the Seller by the Company in connection with the Order is to be kept fully identified with its material specification and batch numbers, segregated from other material and free from contamination. Unused material is to be returned to the Company on completion of the Contract. Unless authorised by the Company, no other material is to be substituted for free issue material.
4.3 All material provided by the Seller in performing the Contract is required to meet the specification defined by the Company and is to be supported by appropriate airworthiness release and traceability documentation.
4.4 Any defect in the design or manufacturing process which could cause the item being produced to fail, either at the inspection stage or once in service, must be reported to the Company at the earliest opportunity. If such issues come to light at any time after completion of the Contract, they must be reported to the Company at the earliest opportunity.
4.5 Details of any special manufacturing processes used, such as CNC programme codes, must not be disposed of without the Company’s authorisation.
4.6 Where the Seller is working under an approval held by the Company, the Seller is not to assign or sub-contract the Contract or any part of it without the prior written consent of the Company.
4.7 The Seller agrees to co-operate with the Company and provide reasonable assistance in the investigation of any airworthiness matter related to the Contract, if any such matter arises after completion of the Contract.
4.8 The Seller agrees to grant to the competent regulatory authority access to its premises, organisation and records as required for the Company to comply with applicable regulations. Such access will be during the Seller’s normal operating hours and subject to reasonable notice from the authority.
5.1 The Seller shall keep the Company indemnified in full against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with:
5.1.1 defective design (by the Seller), workmanship, quality or materials;
5.1.2 an infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or supply of the Goods;
5.1.3 any claim made against the Company in respect of any liability, loss, damage, injury, cost or expense sustained by the Company’s employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Goods and is the Seller’s legal liability.
6.1 The Goods shall be delivered, carriage paid, to the Company’s place of business or to such other place of delivery as is agreed by the Company in writing prior to delivery of the Goods. The Seller shall off-load the Goods as directed by the Company.
6.2 The date for delivery shall be specified in the Order.
6.3 The Seller shall invoice the Company upon, but separately from, despatch of the Goods to the Company.
6.4 The Seller shall ensure that each delivery is accompanied by a delivery note which shows the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
6.5 Time for delivery shall be of the essence, unless otherwise agreed.
6.6 Unless otherwise stipulated by the Company in the Order, deliveries shall only be accepted by the Company in normal business hours.
6.7 If the Seller requires the Company to return any packaging material to the Seller that fact must be clearly stated on any delivery note delivered to the Company and any such packaging material will only be returned to the Seller at the cost of the Seller.
6.8 Where the Company agrees in writing to accept delivery by instalments the Contract will be construed as a single contract in respect of each instalment. Nevertheless failure by the Seller to deliver any one instalment shall entitle the Company at its option to treat the whole Contract as repudiated.
6.9 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Seller’s risk and will be returnable at the Seller’s expense.
7. Risk and Property
The Goods shall remain at the risk of the Seller until delivery to the Company is complete (including off-loading and into goods inwards) when ownership of the Goods shall pass to the Company.
8.1 The price of the Goods shall be stated in the Order and unless otherwise agreed in writing by the Company shall be exclusive of value added tax but inclusive of all other charges.
8.2 No variation in the price nor extra charges will be accepted by the Company.
9.1 The Company shall pay the price of the Goods not later than the end of the month following the month in which the invoice is received, but time for payment shall not be of the essence of the Contract.
9.2 Without prejudice to any other right or remedy, the Company reserves the right to set off any amount owing at any time from the Seller to the Company against any amount payable by the Company to the Seller under the Contract.
The Seller shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Seller by the Company or its agents and any other confidential information concerning the Company’s business or its products which the Seller may obtain. The Seller shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Seller’s obligations to the Company and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Seller.
11. The Company's Property
11.1 Materials, equipment, tools, dies, moulds, copyright, design rights or any other forms of intellectual property rights in all drawings, specifications and data supplied by the Company to the Seller shall at all times be and remain the exclusive property of the Company. They shall be held by the Seller in safe custody at its own risk and maintained and kept in good condition by the Seller until returned to the Company. They shall not be disposed of other than in accordance with the Company’s written instructions and they shall not be used otherwise than as authorised by the Company in writing.
11.2 Where the Company provides free issue materials to the Seller and such materials are lost or damaged by the Seller in the course of the Contract then the Seller shall reimburse to the Company the cost of any replacement materials required to be issued in order for the Contract to be fulfilled.
12.1 The Company shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving the Seller written notice whereupon all work on the Contract shall be discontinued and the Company shall pay to the Seller fair and reasonable compensation for work-in-progress at the time of termination. Such compensation shall not include loss of anticipated profits or any consequential loss.
12.2 The Company shall have the right at any time by giving notice in writing to the Seller to terminate the Contract forthwith if:
12.2.1 the Seller commits a breach of any of the terms and conditions of the Contract;
12.2.2 any distress, execution or other process is levied upon any of the assets of the Seller;
12.2.3 the Seller enters into any compromise or arrangement with its creditors, commits any act of bankruptcy or if an order is made or an effective resolution is passed for its winding up (except for the purposes of amalgamation or reconstruction as a solvent company) or if a petition is presented to court, or if a receiver and/or manager, administrative receiver or administrator is appointed in respect of the whole or any part of the Seller’s undertaking or assets;
12.2.4 the Seller ceases or threatens to cease to carry on its business; or
12.2.5 the financial position of the Seller deteriorates to such an extent that in the opinion of the Company the capability of the Seller adequately to fulfil its obligations under the Contract has been placed in jeopardy.
12.3 The termination of the Contract, however arising, will be without prejudice to the rights and duties of the Company accrued prior to termination. The Conditions which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
13.1 Without prejudice to any other right or remedy which the Company may have, if any Goods are not supplied in accordance with, or the Seller fails to comply with, any of the terms of this Contract the Company shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by the Company:
13.1.1 to rescind the Order;
13.1.2 to reject the Goods (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that a full refund for the Goods so returned shall be paid forthwith by the Seller;
13.1.3 at the Company’s option to give the Seller the opportunity at the Seller’s expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
13.1.4 to refuse to accept any further deliveries of the Goods but without any liability to the Seller;
13.1.5 to carry out at the Seller’s expense any work necessary to make the Goods comply with the Contract; and
13.1.6 to claim such damages as may have been sustained in consequence of the Seller’s breaches of the Contract.
14.1 The Seller shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
14.2 The Company may assign the Contract or any part of it to any associated company.
15. Force Majeure
15.1 The Seller shall not be liable for delays in delivery caused by circumstances beyond its reasonable control, provided that the Seller promptly notifies the Company of any delay or anticipated delay and resumes performance as soon as possible thereafter. However, if any such delay exceeds 28 days, the Company shall have the right to cancel the Contract without liability except in respect of Goods already delivered to the Company.
15.2 The Company reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Goods ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
16.1 Both parties shall act in good faith with respect to the Contract and shall conduct themselves in accordance with all applicable anti-corruption legislation, including the Bribery Act 2010.
16.2 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
16.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
16.4 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
16.5 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Seller will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
16.6 In every respect the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.