STANDARD TERMS AND CONDITIONS
FOR PURCHASING GOODS OR SERVICES
ST&C3
Rev 6 – May 12, 2021
For the purpose of this document the following terms shall have the meaning set forth below:-
Buyer means EURAVIA ENGINEERING & SUPPLY Co. Ltd.
Seller means the party who has entered into contract with the Buyer by acknowledging Buyers Purchase Order, agreed to deliver ordered good or services or delivering the goods and services ordered by Buyer.
1. ACKNOWLEDGEMENT
The Acknowledgement copy of Buyer’s Purchase Order (PO) or Vendor Quality Requirement (VQR) quoting price and delivery must be returned to Buyer promptly. Seller shall be deemed to have accepted Buyer’s order and Buyer’s terms and conditions upon the shipment of any goods covered hereunder or if no acknowledgement is returned or rejection communicated to Buyer within one week after the issue of the PO or VQR.
2. PRICES AND SUBSTITUTIONS
Seller’s prices should agree with those shown on the Buyer’s PO or VQR and no changes or substitutions will be accepted without the written consent of the Buyer. The Seller agrees that he will return all deposits or advanced payments received from Buyer if he fails to deliver the agreed goods or services within the agreed delivery time or if delivery is longer than six (6) months from date of PO or VQR which ever come first.
3. PACKAGING AND SHIPPING INSTRUCTIONS
All goods shall be suitably packed and properly marked or otherwise prepared for shipment to the highest commercial standard. No charge will be allowed for packing, crating or carriage unless stated in Buyer’s PO or VQR. Delivery will be made in the manner and within the time specified. Packing must be sufficient to offer protection and prevent damage of goods during transportation.
All Buyer provided wood and wood packaging material / containers must comply and must be specifically marked or stamped to certify that they comply with ISPM 15 requirements. International law require that all good arriving in the EU after 1st March 2005, from any location, may be impounded, destroyed or treated at the importer's expense if not marked or certified accordingly.
4. QUALITY
The Seller warrants that the goods to be furnished will be of the highest quality standard and in full conformance with the specifications and quality requirements of the Buyer’s PO or VQR. Certificates of Conformance and other Quality related certificates where called upon by Buyer’s Purchase Order are mandatory and required to be supplied by the Seller. Seller agrees to allow reasonable access to his premises to Buyer’s Quality representatives or EASA, FAA or MODUK representatives to assess quality standards or perform required audits. Seller agrees also to fully cooperate with said representatives in a constructive and professional manner.
5. INSPECTION AND REJECTIONS
All goods supplied against Buyer’s POs or VQRs are subject to Buyer’s inspections and acceptance. Inspection requirements are applicable in accordance with Buyer’s quality system. Goods not in conformance with relevant PO or VQR requirements will be subject to rejection by Buyer. Rejected goods will be subject to return at the sole risk and expense of the Seller. Where goods are rejected by the Buyer, the seller shall either refund the Buyer in full within fifteen (15) working days of receipt of notification of the rejected goods in writing; or mutually agree a rectification plan and period with the Buyer also within said fifteen (15) working days.
6. CANCELLATION
The Buyer may cancel issued POs or VQRs, in whole or part, at any time, upon mutual agreement in writing by Buyer and Seller, or by Buyer, should delivery not be affected at the time and within the time specified on the order.
7. RISK OF LOSS
Risk of loss of goods or services purchased by the Buyer shall be borne by Seller until the goods are at the delivery point (Incoterms 2010) specified in the PO or VQR, or if no point is given, until delivery to Buyer’s facility in Kelbrook. The Seller must ensure that all Buyers’ property in Seller’s custody is insured adequately and that all goods are handled, stored and processed in accordance with OEM specifications and good industrial practices.
Seller shall hold Buyer harmless against all claims asserted against Buyer for any personal or property damage caused to such goods or by the transportation thereof before unloading at Buyer’s plant or warehouse.
8. INDEMNIFICATION
Seller agrees to hold harmless and indemnify the Buyer against all claims brought for damages and costs (including reasonable attorney’s fees) incurred as a result of any infringement of patents, trademarks, designs or trade secrets by the Seller or Seller’s inability to convey good title to the goods free of liens or encumbrances.
9. APPLICABLE LAW
The definitions of terms used, interpretation of this Purchase Order, and rights of parties hereto shall be construed under and governed by the laws of England, UK.
10. WARRANTY
a) Except as otherwise provided in this document, the items called for by the PO or VQR shall be unused and in new condition; of the latest production standard, and conform to the latest applicable specifications, drawings and Airworthiness requirements and shall be free from defects in material, design and/or workmanship.
b) The provisions of this clause are equally applicable to any items replaced under warranty.
c) The warranty period shall be extended by a period equal to the time taken by the Seller to repair or replace the item under warranty. This warranty is only applicable in so far as the Buyer shall have complied with such conditions of storage, preservations, removal from storage, use and operation, and maintenance of the item(s) as required by the applicable technical specifications.
d) In the event that all or any of the defects enumerated in paragraph a) of this clause shall be confirmed in respect of an item covered by the warranty, when discovered, the Seller shall at its own expense, including transportation costs, replace or correct the item, or lots of such items, which is/are defective in material or workmanship or otherwise not in conformity with the requirements of the Purchase Order, provided the Seller is given written notice within twelve (12) months after goods acceptance by the Buyer or 1000 hours of operation whichever comes first.
e) Alternatively, the Seller shall, if Buyer so wishes, credit or reimburse it with the value of the item at the purchase price paid by Buyer, plus any costs incurred by it for the delivery of the defective item and its return to the Seller.
f) Buyer shall have the right, without invalidating the warranty, to repair a defective item in accordance with the overhaul manual or other written instructions of the Seller. This right shall not prejudice the possibility on the part of the Seller to dispute the validity of the claim under warranty. To this end all reasonable facilities shall be granted to the Seller or his representative.
g) The Seller authorises that Buyer may offer the whole or part of these warranty conditions to third parties with the intent that such third parties and the Seller shall be bound thereby as if both parties to a contract made between them in which this warranty were expressly set forth.
h) The Seller reserves the right to suspend this Warranty if the Buyer is in arrears for any outstanding invoices, fees or any other amounts due.
11. GENERAL PROVISIONS
11.1 No waiver, alteration or modification of these terms and conditions of sale shall be binding upon Buyer unless made in writing and signed by a duly authorised representative of Buyer.
11.2 The invalidity, in whole or in part, of any provision hereof shall not affect the validity of the remainder of such provision or of any other provision hereof.
11.3 The parties agree that neither will disclose any of the terms of this agreement to a third party without prior written approval of the other party except that to the extent required by government agencies and courts for official purposes, disclosure may be made to such agencies and courts. In such event, a suitable restrictive legend limiting further disclosure shall be applied.
11.4 The existence of the agreement and its general purpose may be stated to others by either of the parties without approval from the other.
11.5 If before completion of this order by Buyer, a receiver or trustee is appointed for any of Seller’s property, or Seller is declared bankrupt, or an application for reorganisation under the Bankruptcy Act is filed by or against Seller which shall not be dismissed within thirty (30) days, or if Seller becomes insolvent or makes assignment for the benefit of creditors, or takes, or attempts to take, the benefit of any insolvency acts, or an execution is issued pursuant to a judgement rendered against Seller, or should Seller be unable to refuse to make payment to Buyer in accordance with any of its obligations to Buyer, Buyer may at its option in any such events terminate this order by giving to Seller a written notice if intentions to do so and Buyer shall thereupon be relieved of any further obligations to Seller and Seller shall reimburse Buyer for its termination costs.
11.6 It is understood and agreed that failure to pay any and all amounts due pursuant to this agreement shall entitle Buyer to all fees and costs including reasonable legal fees which are incurred in the event that recourse is make to any attorney for the purpose of enforcing payment hereunder by suit or otherwise.
11.7 The terms thereof shall inure to the benefit of and are binding upon the parties hereto and their respective successors and permitted assigns, but the terms hereof shall not be assigned in whole or in part by ether party without prior written consent of the other.
11.8 Losses caused by Compressor Turbine (CT) and Power Turbine (PT) blades (or damage to parts and accessories resulting from CT or PT blade failure) outside of the warranty provided by the part manufacturer, will be excluded from warranty.
11.9 Record retention by Seller is two (2) years minimum.