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PROCEDURES

STANDARD CONDITIONS OF SALE FOR AIRCRAFT SPARE PARTS

DEFINITIONS

 

AOG (Aircraft On Ground) - A situation in which the helicopter/aircraft is unable to fly or is ineligible to return to service because of an unscheduled need for replacement or major repair of components, not related to schedule maintenance tasks.

 

Contract – The agreement entered into by Avia Consulting and the Customer related to the sale of Spare Parts on the basis of these Standard Conditions of Sale.

 

Customer – The person or company to which Avia Consulting sells/distribute any Spare Parts.

 

Avia Consulting – Avia Consulting, No 51, Suramya Place, Katubedda, 10400 Moratuwa, Sri Lanka.

 

Manufacturer - The company which has designed and manufactured the Spare Parts.

 

Order Confirmation - The acknowledgement of receipt of the Customer’s order by Avia Consulting

 

Party/Parties - Either separately or collectively the Customer, vendor, distributor and Avia Consulting.

 

Product – Helicopter/aircraft and the installed optional equipment.

 

Scheduled Order - Order confirmed by Avia Consulting, taking into consideration the Customer delivery date request allowing a reasonable lead-time for the delivery of Spare Parts.

 

Spare Parts – Factory new/new/Overhauled condition/serviceable/As removed condition of the spare parts supplied by partner/vendor/subsidiary of Avia Consulting.

 

GENERAL

 

These Standard Conditions of Sale apply to the sale of Spare Parts performed through Avia Consulting by vendors to any Customer  including brokerage or other distribution activities. They shall exclusively govern the contractual relationship between Avia Consulting or its principle suppliers and its Customers.

 

PURCHASE ORDERS

 

The sale of Spare Parts shall be subject to due ordering by the Customer and acceptance by Avia Consulting or vendor/distributor represented by the Avia Consulting. The Customer’s orders have to be confirmed in writing by Avia Consulting. The Contract shall be binding upon receipt by the Customer of Avia Consulting’s Order Confirmation. Until receipt of Avia Consulting’s Order Confirmation, the Customer may cancel in writing individual orders placed. After receipt of the Order Confirmation, if the Customer wishes to cancel an order, Avia Consulting is entitled to request from the Customer cancellation fees as indemnity to cover all costs borne by Avia Consulting. Cancellation fee is 100 US$.

 

DELIVERY AND TRANSPORT

 

Avia Consulting shall not be liable for any loss or expense due to the selection of forwarder/carrier or mode of transportation. Any claims for breakage or damage, if any, shall be made by the Customer directly to the forwarder/carrier. In case of unavailability of the Spare Parts or of raw material, Avia Consulting has the right to make partial deliveries.

 

Collection of Spare Parts

 

Spare Parts must be picked up by the Customer or by his forwarder/carrier within fifteen (15) calendar days as from the notification By Avia Consulting or its vendor/distributor. Should the Customer fail to pick-up the Spare Parts within said fifteen (15) calendar days period:

 

  • Avia Consulting or its vendor may rescind the Contract by written notice with immediate effect and retain as liquidated damages any initial payments made by the Customer. The retention of any such payment shall not preclude Avia Consulting from seeking compensation from and against the Customer for further damages and/or costs;

 

  • The Customer shall not be entitled to claim compensation or damages on the grounds of the non-availability of the Spare Parts retained by Avia Consulting or its vendor; and

 

  • All expenses incurred by Avia Consulting or its vendor as regards to the Customer’s order (packaging, unpacking, storage at the forwarding agent’s premises, etc.) shall be charged to the Customer.

 

In the event that the Spare Parts are delivered in consigned containers, the Customer shall return said containers within fifteen (15) days after it is made available to the Customer by the freight forwarder. After the expiry of this period, Avia Consulting or its vendor/distributor shall be entitled to invoice the containers at current price.

 

Reserves at delivery

 

The Customer shall check the Spare Parts and notify the vendor any recognizable defects for standard deliveries as from the date the Spare Parts have been picked up by the Customer. After expiry of such period, the Spare Parts shall be deemed accepted. 

 

AOG

 

To guarantee an efficient service to the Customer and respond quickly to any situation where the Customer’s helicopter/aircraft is on the ground Avia Consulting provides a twenty four (24) hours a day/seven (7) days a week AOG service.

 

The AOG service is provided to the Customer at the market price. Freight is a responsibility of customer unless the customer needs the vendor to deliver the same.

 

Beyond the general procedure described above, the Customer shall also mention in writing on any AOG order placed to Avia Consulting the following information:

 

  • Order Number

  • Type ,version and serial number of the helicopter/aircraft

  • Part number/nomenclature

  • Quantity required for the specific AOG

  • Ship to address

  • Invoice address (if different from ship to address)

 

Avia Consulting, by sending an Order Confirmation shall confirm in writing to the Customer the price and the delivery time within twelve (12) hours after the reception of the Customer’s order.

 

The Customer may cancel in writing individual order placed to Avia Consulting no later than twelve (12) hours after the reception of Avia Consulting’s Order Confirmation. Without any cancellation from the Customer received by Avia Consulting in due time, the order shall be deemed accepted and the Spare Parts delivered. Consequently, any cancellation of order shall be agreed by Avia Consulting and its vendor afterwards.

 

In case of several line items ordered, Avia Consulting and its vendor have the right to make partial deliveries, depending on the availability of the Spare Parts. The Customer shall check the Spare Parts provided in AOG conditions, notify any recognizable defects in a documented registered letter within forty-eight (48) hours as from the date the Spare Parts have been received by the Customer and put them at Avia Consulting’s or its vendor’s disposal.

 

 

DELAYS

 

Force Majeure

 

The Parties shall not be held liable for failure to perform or delay in performing any of their contractual obligations except for payment obligation, if such failure or delay is due to an event which at the same time is compelling, unpredictable, unavoidable beyond the affected Party’s reasonable control and not due to its fault or negligence. Governmental decisions will be considered as event of Force Majeure, if the conditions stated in the previous sentence are fulfilled. Force Majeure events include, but are not limited to, acts of God, war, insurrection, epidemics, sabotage, labour disputes, strikes, lock-outs, shortages of labour, shortage in material or energy, acts, orders or priorities of any government and embargo (Force Majeure)

 

In case of Force Majeure, the confirmed delivery date shall be extended by such period of time reasonably required to remove and/or overcome the event of Force Majeure and its effects. The Party prevented shall notify the other Party about the occurrence of any event of Force Majeure within due time after the commencement thereof, citing this article in said notice Should a Party prevented by an event of Force Majeure beyond two (2) months after the contractual delivery date to fulfil its contractual obligations, either Party is entitled to terminate the Contract in whole or in part as far as the contract can be split into part, by notifying the decision by registered letter with acknowledgement of receipt. In such a case neither of the Parties is entitled to any compensation for any damage occurring in direct connection with the event of Force Majeure.

 

Excusable delay

 

Any postponement of delivery vendor/distributor of Avia Consulting to any of the following causes shall not constitute a delay in delivery of Avia Consulting:

 

  • Changes or additions to the order which are requested by the Customer after Order Confirmation by Avia Consulting, or

 

  • Any failure by the Customer to perform its obligations in accordance with the schedule set forth in the Contract, or

 

  • Any Force Majeure case as mentioned above.

TRANSFER OF OWNERSHIP

 

Transfer of ownership of the Spare Parts is subject to the prior performance by the Customer of its obligations in particular the full payment of the delivered Spare Parts and interests, if any as required by the vendor.  Accordingly, in the event that the Customer fails to pay according to the contractual payment terms, Avia Consulting or its vendor reserves the right to rescind the order through notification and, if the Spare Parts are already delivered, to demand that said Spare Parts be returned.

 

In the event that the laws of the country where the Spare Parts are delivered do not allow Avia Consulting or its vendor to retain ownership and title, Avia Consulting or its vendor shall be entitled to benefit from any other rights that such laws may confer. The Customer shall implement all measures necessary to protect Avia Consulting’s and its vendor’s aforementioned rights.

 

TRANSFER OF RISK

 

Risk of loss or damage to the Spare Parts is transferred to the Customer at the time of delivery as determined by the agreed INCOTERM® 2010.

 

PRICES

 

All Invoices for Spare Parts will be at the price indicated in the relevant quotation. Prices are indicated and payable in USD. For all orders below a minimum purchase amount, Avia Consulting reserves the right to invoice, against documents, additional individual costs for filling the order. Prices are exclusive of any charges resulting from administrative and legislative regulations in force in the Customer’s country and of any customs and duty charges, which are the Customer’s responsibility.

 

PAYMENTS

 

General

 

The payment obligation will be considered fulfilled at the time the full amount is irrevocably credited to the AVIA CONSULTING or its vendor bank account mentioned in the order confirmation. The Customer shall make the payment by bank transfer (swift), in accordance with the invoiced value. Unless otherwise agreed, no discount shall be granted by Avia Consulting to the Customer in case of early payment. LC payments will apply, If purchase order value need LC or vendor/customer desired LC payment procedures.

 

Payment Terms

 

Payment terms are defined as per the particular purchase order and additional terms and conditions stipulated by the vendor/customer.

 

PAYMENT DELAYS

 

Payment shall in no case be postponed or apportioned for any reason whatsoever. Failure to pay any outstanding amount in due time shall render all amounts due by the Customer or vendor immediately payable. In the event of a payment delay , the Customer or vendor will be, in full right, liable for a 18% (eighteen) annual interest rate or any higher rate required by law, for the period lapsed between the due date and the date upon which funds were made available on Avia Consulting’s bank account.  In the event of a delay or failure by the Customer or vendor to pay, Avia Consulting will be entitled to suspend performance of all current purchase orders or to rescind the order by notice and retain as liquidated damages any initial payment made by the Customer/vendor. The retention of any such payment shall not preclude Avia Consulting from seeking compensation from the Customer or vendor for further damages and/or costs. The Customer shall be entitled to show and prove that the actual damage caused by such default to Avia Consulting is considerably less than the amount retained as liquidated damages. The Customer shall not be entitled to claim compensation for damages on the grounds of non-availability of Spare Parts. 

 

PRODUCT QUALITY AND AIRWORTHINESS DOCUMENTATION

 

Distributor/vendor of Avia Consulting will provide OEM/MRO C of C or FAA 8130/EASA Form 1 or duel release certificates depending on the certification.

 

WARRANTY

 

General

 

Avia Consulting is a spare parts distributor company and warranty for the spare parts will be the accompanied warranty from the manufacturer or MRO of the Spare Parts delivered by its vendors directly to the customer. All warranty claims shall be made directly with the vendor who supplied the spare parts directly to the customer. Avia Consulting is not responsible for after sale service on spare parts, warranty claims or damages observed in the spare parts. Customers are responsible for directly communicate with the vendor for warranty claims, damages and after sale services.

 

Warranty Period

 

Warranty period is as mentioned in the quotation.

 

EXPORT AND IMPORT LICENSES/AUTHORIZATIONS, CUSTOMS

 

Export and import licences/ authorizations

 

Items/ commodities may be sensitive and controlled and therefore subject to export/import laws and regulations. The Parties acknowledge that diversion contrary to such export/ import laws and regulations is prohibited. If the provision of items/commodities (goods/hardware, software technologies) and/or services under the Contract requires any official licenses/authorizations (in particular import and/or export licenses/authorizations), vendor of Avia Consulting shall take all necessary measures and follow all appropriate procedures in order to obtain such licenses/authorizations

 

If the involvement of the Customer is required, then the Customer shall provide its assistance and/or support requested by vendor of Avia Consulting without any delay. If such a license/authorization is not granted and/ or is granted with delay and/ or if a license/authorization that has been granted is revoked, and/or if a license/authorization is not granted as its renewal, the Customer has no right of claims against Avia Consulting or its vendor in this respect. In such case, Avia Consulting or its vendor will be entitled to terminate the order under the condition set out in the Force Majeure.

 

Export Licenses/authorizations are usually provided for a specific end-use/end-user and/or with specific provisions or conditions. The Customer undertakes to abide by the content of governmental licenses/ authorization and to warrant and represent certificates signed in the context of application procedures. Any change of in the end-use/end-user of the corresponding items/commodities and/or services requires the prior authorization of the Governments that have issued the said export licenses/authorizations.

 

The Customer shall therefore notify vendor prior to any transfer of control, possession, registration, title, ownership, etc. of items/commodities and/or services to any third party in order to allow vendor to assess the necessary actions to be taken and procedures to be applied. Then the Customer shall follow the instructions given by vendor. The Customer shall personally obtain in due time any import license/authorization required in its country for items/commodities covered by the order.

 

Customs

 

For delivery out of vendor’s facility, if Spare Parts are exported directly by sea, air, and road to a country outside vendor’s country, the vendor will take over the responsibility to provide appropriate customs documentation to the Customer or its designated forwarder. The Customer guarantees correct closure of the respective customs procedure on leaving the country. In case of non-compliance, the Customer shall be liable for any additional costs and charges imposed on vendor by particular national tax administration.

 

 

INTELLECTUAL PROPERTY

 

Avia Consulting retains all rights in respect of developments, inventions, production procedures and any intellectual property rights relating to the subject of the order. Copying and/or reproducing Avia Consulting’s products or publications, either wholly or partially, without Avia Consulting’s express approval is unlawful. Nothing in this terms and conditions shall be construed as constituting the granting of a license to use and/or a legal transfer of any patent, utility or design model, copyright, trademark or other intellectual property right.

 

CONFIDENTIALITY

 

The Customer recognizes the confidential and proprietary nature of the documentation and information relating to the Products. Unless otherwise previously agreed in writing, the Customer shall not copy or divulge any information directly or indirectly provided within the scope of the order. In case of breach of confidentiality of the order, Avia Consulting shall be entitled to claim compensation from and against the Customer.

 

MISCELLANEOUS

 

The failure of Avia Consulting to enforce or to apply at any time any of the clauses or provisions of these Standard Conditions of Sale shall in no way be construed to be a present or future waiver of such clause or provision nor in any way to affect the validity of these Standard Conditions of Sale or any part thereof or the right for Avia Consulting thereafter to enforce each and every such provision. In the event that one or more of the clauses provided for in these Standard Conditions of Sale is deemed invalid or unenforceable, the remaining provisions shall remain entirely valid and applicable.

 

LANGUAGE

 

All documents relating spare parts sale/purchase transactions be drawn up only in the English language.

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