TERMS AND CONDITIONS FOR THE SALE, LOAN AND EXCHANGE OF PARTS
These Terms and Conditions (hereinafter – the “Terms”) shall be applicable to all Parts supplies (sale, loan and exchange) byHead Aero to Customer under Purchase Order and Invoice basis, where no separate contract is executed between the Parties. Customer’s standard terms of purchase shall in no event be applicable.
1.TERMS OF SALE
1.1 Purchase Price and other terms attributable to particular Sale shall be specified in Customer’s Purchase Order and Head Aero’s Invoice.
1.2 Parts shall be sold “as is where is”, unless otherwise agreed.
1.3 Risk of loss or damage to the Parts passes to the Customer upon delivery in accordance with applicable Incoterms.
1.4 Title to and ownership of Parts Sold by Head Aero shall remain with and be vested in Head Aero until Head Aero has received from the Customer full payment for such Parts.
2. TERMS OF LOAN
2.1 Loan Fee and other terms attributable to particular Loan shall be specified in Customer’s Purchase (Loan) Order and Head Aero’s Invoice.
2.2 Parts shall be loaned “as is where is”, unless otherwise agreed.
2.3 Risk of loss or damage to the Parts passes to the Customer upon delivery in accordance with applicable Incoterms and remains with the Customer until it is redelivered to Head Aero.
2.4 The Loan Term will start from the day on which the Loan Unit is dispatched to the Customer and shall end on the later of: (i) the day the Loan Unit is returned to Head Aero by the Customer; (ii) if the Loan Unit requires re-certification (due to it being returned to Head Aero with incomplete records) the day on which the Loan Unit is re-certified; (iii) if the Loan Unit is returned in an unserviceable condition, the day on which the Loan Unit is either returned to a serviceable condition or determined to be BER by the Workshop; (iv) if the Loan is converted into a Sale, the day the Customer pays the Outright Price for the Loan Unit.
2.5 In addition to the Loan Fees, Head Aero reserves the right to charge the Customer the following additional charges, in respect of any Loan: (a) If the Loan Unit is not returned to Head Aero with release documentation of the standard and level of completeness of that of the Loan Unit when it was supplied – re-certification charges; (b) Should the Loan Unit be returned to Head Aero in an unserviceable condition – inspection charges and either: (i) repair charges, in the event that the Loan Unit is repaired by the Workshop in accordance with the CMM; or (ii) the Outright Price of the Loan Unit, should the Loan Unit be deemed Beyond Economical Repair by the Workshop; (c) Any transportation costs Head Aero may incur for the re-certification or repair of the Loan Unit; and (d) During the period of late return of Loan Unit, and / or its recertification or repair as defined above 150% of original Loan Fee.
2.6 Subject to Head Aero prior written approval, the Customer may at any time elect to convert a Loan to a Sale of the Loan Unit, in which case the Customer shall pay the Outright Price for the Loan Unit. If the Customer elects to convert the Loan into a Sale within three (3) days of shipment of the Loan Unit, all Loan Fees will be waived in respect of that Loan Unit. If the Customer elects to convert the Loan to a sale more than three (3) days after shipment, Loan Fees incurred during the Loan Term will be charged in addition to the Outright Price.
2.7 If the Customer returns a Loan Unit unused, the Loan Fees remain payable. Any unused Loan Unit must be returned with all the original paperwork and a certificate stating that the Loan Unit has not been installed on an aircraft during the Loan Term. If the Customer fails to provide such paperwork and certificate, the Customer will be invoiced for re-certification costs.
2.8 Title to the Loan Unit shall at all times remain with Head Aero, free from all liens and encumbrances other than any security interest created by or through Head Aero and the Customer shall have no right, title or interest in or to the Loan Units.
2.9 The Customer shall make no changes or modifications or substitute a different manufacturer’s part or type of part with respect to any Loan Unit without Head Aero prior written consent in which event Head Aero shall charge the Customer with the cost of converting the substituted unit to the same standard as the Loan Unit supplied. The Loan Fees shall continue to accrue until the Off Unit is converted and returned.
2.10 The Customer shall permit or procure permission for any persons designated by Head Aero to enter with reasonable notice at any reasonable time upon any premises or any aircraft where a Loan Unit is situated to inspect the condition of the Loan Unit and all relevant records, as well as repossess it in case of breach by Customer.
3. TERMS OF EXCHANGE
3.1 Head Aero shall indicate in all quotations submitted to Customer the Exchange Fee and the Outright Price for the Exchange, together with whether the Exchange is an Exchange Plus Cost transaction or an Exchange Inclusive transaction.
3.2 In addition to the Exchange Fee, Head Aero reserves the right to charge the Customer the following additional charges, in respect of any Exchange: (i) In the case of an Exchange Plus Cost transaction, the estimated repair and overhaul charges for the Off Unit to repair the Off Unit to the condition of the Exchange Unit supplied. The estimate will be based either on the quotation received by Head Aero from the Workshop or based on Head Aero fixed price agreement with the Customer. Head Aero reserves the right to charge the Customer for additional repair costs if the total cost of repair of the Off Unit exceeds the quotation received from the Workshop. (ii) In the case of an Exchange Inclusive transaction, the cost of missing parts, any high cost breakdown spare parts/ materials which exceed the normal overhaul spare parts/ material requirements for the standard overhaul/ repair of the Off Unit. (iii) If the Off Unit is deemed BER by the Workshop, the Outright Price, together with the Workshop inspection charges and all transport costs. (iv) If the Off Unit is returned to Head Aero with release documentation that is not of the standard and level of completeness of that of the Exchange Unit supplied, re-certification charges. (v) Transportation charges, if Head Aero incurs any additional transportation costs for the re-certification or repair of the Exchange Unit. (vi) If the Customer returns an Exchange Unit unused, the Exchange Fee remain payable. Any unused Exchange Unit must be returned with all the original paperwork and a certificate stating that the Exchange Unit has not been installed on an aircraft. If the Customer fails to provide such paperwork and certificate, the Customer will be invoiced for re-certification costs.
3.3 Unless Head Aero agrees in advance in writing otherwise, all Off Units must be capable of repair and must be of the same part number, dash number and modifications status as the Exchange Unit. If applicable, Head Aero shall charge the Customer with the cost of converting the Off Unit to the same standard as the Exchange Unit supplied.
3.4 The Customer shall deliver the Off Unit to Head Aero within 21 days of the date of dispatch of the Exchange Unit by Head Aero.
3.5 If the Off Unit is not received by Head Aero within the time period stated in Clause 3.4, the Customer shall pay to Head Aero 150% of fixed Exchange Fee again for each subsequent 21 day period (or part thereof), until either the Off Unit is received by Head Aero or the transaction is converted into an Outright Sale. If any Off Unit is not received by Head Aero within 63 days of the date of dispatch of the Exchange Unit by Head Aero to the Customer, Head Aero (or the Customer, subject to Head Aero prior approval) may convert the exchange order to an outright sale, in which case the Customer shall pay the Outright Price, in addition to the Exchange Fees already charged (including any additional Exchange Fees).
3.6 Title to and ownership of the Exchange Unit shall remain with and be vested in Head Aero until Head Aero has received from the Customer full payment at which time Head Aero will pass title to the Exchange Unit to the Customer and will simultaneously gain title to and ownership of the Off Unit. The Customer must have good and marketable title to the Off Units and will, with full title guarantee, pass good title to such Off Unit to Head Aero free and clear of all liens, charges, mortgages and encumbrances.
3.7 Subject to Head Aero prior written approval, the Customer may at any time elect to convert an Exchange to a Sale of the Exchange Unit, in which case the Customer shall pay the Outright Price for the Exchange Unit plus Exchange Fees incurred during the Exchange.
4. TERMS OF PAYMENT
4.1 Unless agreed otherwise, all payments have to be made before delivery of Parts by Head Aero.
4.2 In the event the Customer disputes any invoice or part thereof, the Customer shall notify Head Aero in writing of the disputed invoice / amount within 14 days from the date of issuing the invoice. Any invoice or part thereof not disputed within 14 days shall be deemed accepted by the Customer.
4.3 The payment shall be made in invoiced currency by wire transfer to Head Aero bank account specified in the invoice.
4.4 Any fees charged by a bank in connection with the transfer of funds by the Customer will be borne and prepaid by the Customer unless otherwise agreed between the Parties.
4.5 Head Aero may, at its discretion, charge the Customer interest on any late payment, calculated from the payment due date at 0.1% accruing on a daily basis until payment is made, whether before or after any judgment.
4.6 In addition to the price, the Customer shall pay any taxes (incl. VAT, excise, import and export duties etc.), levies and any other fees related to the Parts (if applicable), including withholding taxes.
4.7 The Customer may cancel any Loan, Exchange or Sale only subject to Head Aero written consent, in which case a Restocking Fee of 15% of order value shall apply, unless agreed otherwise. Customer shall also cover Head Aero costs incurred up to the date of Order cancellation.
5. WARRANTY, LIABILITIES AND INDEMNITIES
5.1 For all Parts any assignable rights to warranty granted to Head Aero by its suppliers will be assigned to the Customer. Head Aero will support the Customer in pursuing such warranty claim. Head Aero shall not give any additional warranty from the warranty provided by the supplier / manufacturer and the performance of a warranty obligation does not prolong the original warranty period. Head Aero’s liability connected with or resulting from any warranties will not exceed the cost of correcting the defect.
5.2 Any Part returned for failure or warranty must be returned within 7 days from the defect claim date, or otherwise the warranty shall not be applicable on this Part.
5.3 Expenses related to the warranted Parts, test, inspection and repair during the warranty term provided by Head Aero and assigned by Head Aero to the Customer shall be on the Customer unless the Part is found defective and goes under the warranty. All transportation costs and risk of loss of warranted Part shipped for correction of defects to and from the facility designated by Head Aero shall be borne by the Customer.
5.4 In no event shall Head Aero be liable for any indirect, special or consequential loss or damage; loss of data or other equipment or property; economic loss or damage; any loss of actual or anticipated profit, interest, revenue, anticipated savings or business or damage to goodwill, including any AOG related loss; any loss or damage of any nature whatsoever suffered by third parties, other than death or personal injury (including in each case incidental and punitive damages).
5.5 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, are excluded.
5.6 Head Aero total liability arising under or in connection with particular Order, whether in tort (including negligence or breach of statutory duty) contract, misrepresentation, restitution or otherwise shall be limited to the Order value.
6. DELIVERY TERMS. IMPORT AND EXPORT REGULATIONS
6.1 Unless otherwise agreed all parts shall be delivered by Head Aero on EXW terms and redelivered to Head Aero on DDP terms (Incoterms 2010).
6.2 The party who is the recorder, importer and exporter of the Parts or Units will be responsible for obtaining any import license, export license, exchange permit or other required governmental authorization relating to the Parts or Units and shall be responsible for complying with all local and foreign government licensing and reporting requirements. If required, the responsible party shall make any such licenses and authorizations available to the other party prior to the relevant shipment.
6.3 The Parts delivered by Head Aero will not be used directly or indirectly, sold, re-exported or incorporated into products for the use in countries or of persons and / or organizations (including, but not limited to persons or organizations designated as terrorists, drug traffickers or weapons proliferators) subject to international sanctions or embargoes imposed by, inter alia, the United Nations, the European Union or the United States of America, or to support regional instability and terrorism activities. The Customer must have knowledge and understanding of all applicable export regulations, shall assume all responsibilities for export compliance and warrants and shall indemnify and hold Head Aero harmless against any losses, damages, fees, monetary sanctions or criminal punishment imposed as a result of failure to comply with any applicable export control laws or regulations.
7. LAW AND DISPUTE RESOLUTION
7.1 Supply of Parts and any non-contractual obligations arising between the Parties are governed by the laws of State of Florida. The state or federal Courts in the State of Florida shall have exclusive jurisdiction in relation to all disputes arising between the Parties.