Standard Trading Terms & Conditions

Scope

The Terms and Conditions, hereafter referred to as Terms, contained herein shall apply to all quotations and offers made by and purchase orders accepted by Global Aviation Spares Pty Ltd, hereafter referred to as GAS. These Terms apply to all sales made by GAS except to the extent the Terms conflict with an agreement signed by GAS and Buyer. These Terms apply in lieu of any course of dealing between the parties or usage of trade in the industry. These Terms may in some instances conflict with some of the terms and conditions affixed to the purchase order or some procurement document issued by the Buyer. In such case, the Terms contained herein shall govern, and acceptance of Buyer’s order is conditioned upon Buyer’s acceptance of the terms and conditions herein, irrespective of whether the Buyer accepts these conditions by a written acknowledgement, by implication, or acceptance and payment of products ordered hereunder. GAS’s failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions herein. Any changes in the Terms contained herein must be specifically be agreed to in writing signed by an officer of GAS before becoming binding on either party.

Price, taxes and quotations

Prices are subject to change on thirty days notice to Buyer. Any order that can be cancelled and rescheduled pursuant to page 2 paragraph (a) is subject to a price change immediately. All prices are exclusive of any present or future sales, revenue or excise tax, value added tax, turnover tax, import duty (including brokerage fees) or other tax applicable to the manufacture or sale of any product. Such taxes, when applicable, shall be paid by Buyer unless Buyer provides a proper tax exemption certificate. Unless otherwise agreed to in writing by the parties, prices quoted by GAS are those current at the date of quotation and shall be subject to variation by GAS.

Delivery

Unless otherwise agreed in writing, sales are FOB GAS’s facility (delivery is ex works). GAS may deliver goods in one or more consignment and invoice each consignment separately. Unless otherwise agreed in writing, delivery time is not of the essence. GAS does not accept liability for any loss arising from delay in delivery of goods.

Payment Terms

Unless otherwise agreed in writing, payment terms shall be net thirty (30) days from the date of invoice (not end of the month). Unless otherwise agreed in writing, all payments are to be in United States dollars. For contracts in Europe, GAS may require payment to be secured by an irrevocable letter of credit or a bank guarantee acceptable to GAS should credit worthiness for the amount not be established prior or should the amount exceed existing credit limit. Where payment is made by letter of credit, all costs of collection shall be for Buyer’s account. In the event that GAS is required to bring legal action to collect delinquent accounts, Buyer agrees to pay reasonable attorneys fees and costs of suit.

Acceptance, title and risk of loss

Buyer shall notify GAS of any visible defects, quantity shortage or incorrect product shipments within seven (7) days of receipt of the shipment. Failure to notify GAS in writing of any visible defects in the products within such period shall be deemed an unqualified acceptance.

Title in the goods shall pass upon Buyer’s final payment to GAS for the goods.

Risk in the products shall pass to Buyer as soon as the goods have been placed with a transport agent.

Order cancellation

(a)        Buyers Cancellation for Convenience: Buyer may cancel any order for convenience on the following terms:

            (i)         For standard stock products, Buyer may cancel or reschedule a product without penalty if the cancellation is prior to the confirmed Shipping Date (as specified in GAS’ Order Acknowledgement or other document); cancellations of a Confirmed Shipping Date item must be approved in writing by a GAS Sales Manager and may be subject to special charges

            (ii)        For non-standard parts, non stock, parts quoted with lead times, custom products, or standard parts with minimum usage Buyer may not cancel or reschedule the order from the Confirmed Shipping Date, except that Buyer shall accept delivery of all such products which are completed at the time of cancellation or rescheduling. Those non-standard products which are in the work-in-process inventory at the time of cancellation or rescheduling, shall be paid for by Buyer at a price equal to the completed percentage of the product multiplied by the price of the finished product. Buyer shall also pay promptly to GAS the costs of settling and paying claims arising out of the termination of work under GAS’ subcontracts or vendors and any accounting, legal, and clerical costs arising out of the cancellation.

(b)        GAS will not be liable to replace or supply any products that GAS has failed to supply due to prior sales or stock depletion.

(c)        GAS’ cancellation for Insolvency:  GAS shall have the right to cancel any unfilled order without notice to Buyer in the event that Buyer becomes insolvent, adjudicated bankrupt, petitions for or consents to any relief under bankruptcy reorganization statute, or becomes unable to meet its financial obligations in the normal course of business.

Limited Warranty

Except as specified below, products sold hereunder shall be free from defects in materials and workmanship and shall conform to the OEM’s or Overhaul published specifications or other specifications accepted in writing by GAS for a period of (90) ninety days from the date of shipment of the products. The foregoing warranty does not apply to any products which have been subject to misuse, neglect, accident or modification or which have been soldered or altered such that they are not capable of being tested under normal test conditions. GAS shall make the final determination as to whether its products are defective. GAS’s sole obligation for product failing to comply with this warranty shall be, at its option, to either repair, replace or issue credit for the nonconforming product where, within fourteen (14) days of the expiration of the warranty period,

(i)         GAS has received written notice of any nonconformity;

(ii)       After GAS’s written authorization, Buyer has returned the nonconforming product to GAS; and

(iii)      GAS has determined that the product is nonconforming and that such nonconformity is not the result of improper installation, repair or other misuse.

THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GAS DOES NOT ASSUME OR AUTHORISE ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH ITS PRODUCTS. Buyer shall pass this warranty to any third- party purchaser of GAS’s.

Products

Limited liability

Neither GAS nor Buyer shall be liable for incidental or consequential damages, including but not limited to, the cost of labour, requalification, rework charges, delay, lost profits, or loss of goodwill arising out of the sale, installation or use of any GAS product. If GAS has any liability for breach of contract, breach of any implied condition, warranty or representation, the agreed liability of GAS to Buyer shall be limited in respect of any occurrence or series of occurrences to the contractual value of the goods or services that re the subject of the contract.

In no event shall GAS’s liability for such damages and costs (including legal costs) exceed the contractual value of the goods or services that are subject of the lawsuit. In providing such defence, or in the event that such product is held to constitute infringement and the use of the product is enjoined, GAS, in its discretion.

Confidential Information

Except as required by law, neither party shall use (except for purposes connected with the performance of its obligations hereunder), divulge or communicate to any third party any information of the other it reasonably knows to be confidential.

Force majeure

GAS shall not be liable for any damage or penalty for delay in delivery or for failure to give notice of delay when such delay is due to the elements, acts of God, acts of the Buyer, act of civil or military authority, war, riots, concerted labour action, shortages of material, or any other causes beyond the reasonable control of GAS. The anticipated delivery date shall be deemed extended for a period of time equal to the time lost due to any delay excusable under this provision.

Export Regulations

Buyer agrees to comply fully with all laws and regulations concerning the purchase and sale of goods. In particular, Buyer agrees to comply with the Export Administration Regulations of Australia in so far as they apply to the sale of goods. The goods are licensed by Australia for delivery to the ultimate destination as shown in the shipment / invoice address and any contrary diversion is prohibited.

Assignment and Subcontracting

GAS shall be entitled at all times to assign its rights under the contract (in whole or in part) or to subcontract any part of the work or services to be provided under the contract as it deems necessary or desirable.

Notices

Any notice hereunder shall be deemed to have been given if sent by pre-paid first class mail to the party concerned at its last known address. Notice to GAS shall be sent to the Australian office originating the contract.

Waiver

Failure by GAS to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

Applicable Law

Unless otherwise agreed in writing the terms and conditions contained herein shall be governed by and construed under the laws of the Commonwealth of Australia.