Aero Engine Services' Terms and Conditions
These are Aero Engine Services Ltd’s General Terms and Conditions of Sale and Purchase.
2. Sales Orders and Purchase Orders
Every Sale Order accepted, and every Purchase Order placed by Aero Engine Services Ltd shall be subject to these Terms and Conditions (“T&Cs”), unless the parties have agreed in writing to the contrary before the relevant order is either accepted or placed.
Each order placed by Aero Engine Services Ltd to purchase goods or services shall be deemed to have been placed and accepted subject to these T&Cs, unless, or until, the parties have agreed in writing to the contrary.
3. Parties and definitions
Aero Engine Services Ltd ("Aero Engine Services", “we”, “us”).
Supplier of goods or services to Aero Engine Services (“supplier”, “vendor”, “seller”, “you”) as identified on Aero Engine Services’ Purchase Order.
Purchaser of goods or services from Aero Engine Services (“customer”, "client", “buyer”, “you”) as identified on Aero Engine Services' Sales Order Acknowledgement.
Purchase Order (“PO”) means Aero Engine Services’ standard document setting out the details, including quantities and prices, of goods and services it wishes to procure.
Sales Order Acknowledgement (“SOA”) means Aero Engine Services' standard document acknowledging the details, including quantities and prices, of goods and services for which it has accepted its customer’s purchase order.
All goods and services that we request must be set out on an official Aero Engine Services purchase order (materials, repairs, operating and administrative overheads). In the absence of such a Purchase Order then the supplier proceeds at its own risk. Furthermore, Aero Engine Services accepts no liability for any goods or services delivered unless the Purchase Order has been placed by one of its duly authorised representatives.
Aero Engine Services reserves the right to request changes to Purchase Orders it has placed at any time. Any adjustments to quantities, prices or delivery schedules will be mutually agreed upon without unreasonable delay caused by either party.
Aero Engine Services reserves the right to cancel any order within 72 hours with no penalty whatsoever.
5. Inspection and delivery
Prior to delivery of any goods requested by Aero Engine Services, the supplier shall supply certified records of its inspection of the goods upon which Aero Engine Services shall be deemed to rely when signalling its agreement for those goods to be shipped to the receiving location identified in the Aero Engine Services' Purchase Order.
Aero Engine Services expects its suppliers to have developed, implemented, and maintained effective processes and procedures that minimise the risk that non-conforming goods could be supplied in response to an Aero Engine Services Purchase Order. Should Aero Engine Services identify any such non-conforming goods when received at the specified delivery location, it will immediately quarantine the unit(s) in question prior to agreeing with the seller how, and when, they are to be returned or remediated. The seller shall be liable for all associated costs.
If, upon receipt by a customer, goods supplied by Aero Engine Services after accepting the customer’s Purchase Order are deemed non-conforming, the customer shall, within two calendar days (serviceable condition) and 30 calendar days (as removed condition) from the date of receipt, notify Aero Engine Services of such non-conformance. In addition, the customer shall:
provide such evidence (including photographic) of the non-conformance as Aero Engine Services might reasonably require;
arrange for the goods to be returned or, if requested by Aero Engine Services in writing, scrapped (in which case the customer shall produce an official scrap certificate for delivery to Aero Engine Services);
afford Aero Engine Services a reasonable opportunity to replace the goods;
Non-conformance for purposes of this clause 5 shall mean failure of the individual units to match the description set out in the Sales Order Acknowledgement provided by Aero Engine Services. In the specific case of units supplied by Aero Engine Services in as removed condition, non-conformance shall be deemed to include situations where the cost of repair or overhaul would exceed 80% of the current Catalogue List Price for that unit, or where a European Aviation Safety Agency (“EASA”) authorised repair station deems the condition of the relevant unit to be beyond repair limits set out in the applicable manufacturer’s manual.
Goods specifically purchased by Aero Engine Services for selling on to the buyer, may not be returned to Aero Engine Services for credit.
All goods supplied by Aero Engine Services shall be delivered ex-works at Aero Engine Services' UK storage facilities, or such other facility as may be designated in the Aero Engine Services Sales Order Acknowledgement. Unless otherwise agreed, all goods delivered to the buyer will be packed for road transportation in the UK in accordance with our standard packing procedures for such units.
Unless specified otherwise, in Aero Engine Services' Sales Order Acknowledgement, the customer shall be the importer or exporter of record and shall be responsible for the timely obtaining of any necessary governmental authorisation such as an import licence, export licence, exchange permit or other relevant authority.
The dates set out in Aero Engine Services' Sales Order Acknowledgement are only approximate and the time of delivery shall not be of the essence. Aero Engine Services shall provide reasonable notice of when goods are available for delivery. There is nothing preventing Aero Engine Services from bringing forward the date of delivery of the goods, supplying them in partial shipments.
All goods for delivery to Aero Engine Services shall be packaged by the supplier using packing materials that comply with ATA Spec 300. Unless agreed by Aero Engine Services, delivery of goods to it shall be undertaken by the supplier at its own risk and expense to the location specified in Aero Engine Services' Purchase Order. Furthermore, the goods shall be delivered in the quantities and condition specified in Aero Engine Services' Purchase Order. If the supplier delivers less than the Purchase Order quantity, Aero Engine Services may reject the goods and rescind the relevant purchase contract. Conversely, if the supplier delivers more than the Purchase Order quantity, Aero Engine Services may (i) accept all the goods without liability for additional payment; or (ii) reject those goods which exceed the agreed quantity.
6. Force majeure
Aero Engine Services will not be liable in any way in respect of late delivery, howsoever caused, or for any delay in performance due to causes beyond its reasonable control including, without limitation, embargoes, blockages, seizures or freeze of assets, delays or refusals to grant export or import licences or the suspension or revocation thereof, or any other acts or omissions of government, fires, floods, severe weather, or any other acts of God, quarantines, labour strikes or lockouts, riots, insurrection, civil disobedience, or acts of criminal terrorists, or, material shortages or delays in delivery by third parties and, in the event of such delay the date of delivery shall be extended for a period of time as may be reasonably necessary to compensate for any such delay. The customer shall be bound to accept the goods when available.
Prices for goods supplied by Aero Engine Services are net, and unless specified in the Aero Engine Services' Sales Order Acknowledgement, do not include shipping, insurance, taxes, duties, levies, imposts, penalties, interest, or other similar charges (including without limitation, goods and services tax, harmonised sales tax, sales tax, Value Added Tax (“VAT”), withholding taxes and any transfer tax), all of which shall be the customer’s responsibility and, where relevant, payable to Aero Engine Services upon demand.
The customer confirms that all goods to be supplied, as detailed in the Aero Engine Services' sales order acknowledgement, are for installation in a qualifying aircraft (including the propulsion thereof) as defined in HMRC Notice 744C. The customer undertakes to (i) advise Aero Engine Services immediately should the goods be used for any other purpose; and (ii) pay to Aero Engine Services the UK VAT and any import duties which, consequently, become payable.
The customer shall pay all amounts due under the Aero Engine Services Sales Order Acknowledgement in full without any deduction or withholding except as required by law. Furthermore, the customer shall not be entitled to assert any credit, set-off, or counterclaim against Aero Engine Services to justify withholding payment of any such amount in whole or in part. Aero Engine Services may, without limiting its other rights or remedies, set off any amount owing to it by the customer against any amount payable by Aero Engine Services to that same customer.
The due date for payment shall be 30 calendar days from the date of Aero Engine Services' sales invoice unless otherwise agreed in writing by Aero Engine Services.
Without limiting any other right or remedy of Aero Engine Services, if the customer fails to make any payment by the due date, Aero Engine Services shall have the right to charge interest on the overdue amount.
Time of payment by the customer shall be of the essence.
The price payable for goods and services supplied to Aero Engine Services shall be the price set out in Aero Engine Services’ Purchase Order.
Payment, by Aero Engine Services, for goods and services, supplied to it under an Aero Engine Services Purchase Order shall be made 30 calendar days from later of: (i) receipt of the supplier’s sales invoice and (ii) the date of technical & physical acceptance by Aero Engine Services after delivery of the relevant goods or services.
Aero Engine Services may set off any amount owing to a supplier at any time against any amount payable by the same supplier to Aero Engine Services.
Time of payment of the supplier by Aero Engine Services shall not be of the essence.
8. Title and risk
The risk in goods supplied by, and to, Aero Engine Services, shall pass to the customer and Aero Engine Services respectively, on completion of delivery.
Title in the goods shall not pass to the customer until Aero Engine Services has received payment in full. Additionally, title in goods delivered to Aero Engine Services shall not pass from the supplier to Aero Engine Services until the earlier of (i) Payment in full has been made to the supplier and (ii) Aero Engine Services' acceptance of those goods and (iii) The delivery of those goods to Aero Engine Services' specified location.
Aero Engine Services warrants that it shall have good legal title in and to the goods delivered to the customer on the date of delivery.
DISCLAIMER: All other warranties or conditions (whether express or implied) as to quality, condition, description, compliance with sample or fitness for purpose (whether statutory or otherwise) other than those expressly set out in these T&Cs are excluded to the fullest extent permitted by law. Each unit sold to the customer is sold in “as is, where is” condition with all assignable warranties from the last operator or repair facility (if such warranties exist).
The customer indemnifies Aero Engine Services (including its officers and employees) against all liabilities, claims, losses and damages of any nature, including, but not limited to, all expenses (including legal fees), costs, and judgement for property damage or injury to or death of any person and any other direct, indirect, incidental, consequential, economic or statutory civil damages, any of which arise out of or are in any way related to the provision of goods and services in accordance with these T&Cs.
Notwithstanding the generality of the previous paragraph, the indemnity shall specifically include the use, operation, repair, maintenance, or disposition of goods supplied by Aero Engine Services under the provisions of these T&Cs, whether or not arising from breach of contract, strict liability or tort (including negligence), provided that nothing in this clause shall require the customer to indemnify Aero Engine Services for claims or liabilities arising from Aero Engine Services’ wilful misconduct.
The customer is expected to carry and maintain such insurance in full force and effect and in types and amounts as would be carried by prudent companies engaged in the customer’s industry. Such policies of insurance shall be primary with respect to the indemnities of the customer set forth in these T&Cs and shall contain waivers of subrogation of the insurers in favour of the Aero Engine Services' indemnities. The customer shall provide Aero Engine Services with certificates of insurance as may be requested by Aero Engine Services from time to time.
11. Limitation of liability
Nothing in these T&Cs shall limit or exclude Aero Engine Services' liability for death or personal injury caused by its negligence, the negligence of its employees, agents or subcontractors, or fraud or fraudulent misrepresentation.
Subject to the preceding paragraph, Aero Engine Services shall under no circumstances whatsoever be liable to the customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with these T&Cs. Furthermore, Aero Engine Services' total liability to the customer in respect of all other losses arising under or in connection with these T&Cs, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 120% of the total price paid by the customer pursuant to the relevant Aero Engine Services' sale order.
12. Other requirements
Quality: Without limitation, all goods and services supplied to Aero Engine Services' shall conform as to quality, quantity and description set out in Aero Engine Services' Purchase Order unless specifically agreed in writing. The goods and services must be for purpose and free from all defects.
Quality management: The supplier is expected to implement and maintain a Quality Management System (QMS).
Documentation: The supplier will, where appropriate, deliver the specifications, drawings, maintenance, inspection, and verification records together with other relevant technical data in a format acceptable to Aero Engine Services.
Counterfeit goods: The supplier is expected to develop and maintain effective processes and procedures to prevent the use of suspected unapproved and counterfeit goods.
Product safety and conformity: Suppliers are expected to develop, implement and maintain effective policies and training programs to ensure their employees are aware of their contribution to the quality, safety and conformity of the products and services their employer is offering.
Flow down of customer requirements: We reserve the right to flow down additional requirements to satisfy a specific customer’s requirements and, or a need identified by our business.
Ethical behaviour: Suppliers and customers acknowledge and agree that Aero Engine Services requires them to maintain a high standard of ethical conduct in all their dealings with Aero Engine Services. They will, when requested, provide evidence of ethical behaviour not limited to anti-bribery and corruption, anti-child labour, anti-slavery and whistle blowing.
Right of access: Aero Engine Services will reserve the right to conduct surveillance visits to any of its suppliers to confirm that the supplier’s quality systems meet Aero Engine Services' requirements, including those contained in the latest revisions of the ISO standards to which Aero Engine Services conforms.
13. Confidentiality and data protection
Suppliers and customers of Aero Engine Services will not use its name or other identity for advertising or publicity purposes without our prior written consent.
If suppliers or customers access personal information in the course of providing or procuring goods and services to/from Aero Engine Services, they shall process such personal data on our behalf in accordance with the European Union’s General Data Protection Regulation (“GDPR”). Furthermore, suppliers and customers are required to warrant, represent, and undertake that they will process such personal data in accordance with Aero Engine Services' instructions from time to time and establish and maintain appropriate measures to prevent unauthorised or unlawful processing of personal data and against accidental loss, destruction of, or damage to such personal data.
If Aero Engine Services' Purchase Order is sub-contracted it will be the supplier’s responsibility to ensure all the T&Cs are satisfied.
If a court or other competent authority holds any part of these T&Cs to be unlawful or unenforceable that part shall be struck out and the remainder of these T&Cs shall remain in full effect.
Aero Engine Services has the right at any time and for any reason without prejudice to its other rights and remedies to terminate with immediate effect its purchase or sale order in whole or part upon written notice to the relevant supplier or customer, respectively if they commit a material breach of any of these T&Cs or if they cease or threaten to cease to carry on business or if there is a material adverse change in their financial position such that in Aero Engine Services' opinion their ability to fulfil their obligations under the relevant purchase or sale order has been called into question.
17. Entire agreement
No statements, negotiations, warranties, course of dealing or usage of trade will be part of these T&Cs. Aero Engine Services rejects any customer’s inconsistent or additional terms, whether submitted before or after these T&Cs, in Purchase Orders or however stated and such shall not be part of the agreement set out in Aero Engine Services Sale Order Acknowledgement, unless specific and explicit references to changes to these T&Cs are made in writing by an authorised representative of Aero Engine Services. Anyone signing for the customer represents that she or he is employed by the customer in the capacity indicated and is unequivocally authorised to bind he customer to these T&Cs.
18. Rights of third parties
Nothing contained in these T&Cs shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to these T&Cs but does not affect any right or remedy of a third party which exists or is available apart from that Act.
19. Governing law and authority
These T&Cs and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these T&Cs or their subject matter or formation (including non-contractual disputes or claims).
Approved by the Directors of Aero Engine Services Ltd