Lanner Aviation Limited Standard Conditions of Trading for the Sale of Goods and Services

1. Introduction

1.1 In this Conditions the following expressions shall have the following meanings:
“Conditions” means the terms and conditions hereof stated;
“Company” means Lanner Aviation Limited;
“Contract” means any contract entered into by the Company incorporating these Conditions;
“Customer” means any person, firm or body corporate to whom any quotation acceptance of order or Contract is addressed for the supplying of Goods or performance of Services by the Company;
“Due Date for Payment” means 30 days after the date of invoice for the payment of the relevant Goods or Services;
“Equipment” means all equipment material parts or other property (whether the same are the property of the Customer or any third party) for the time being delivered by or on behalf of the Customer to and held by the Company;
“Full Payment” means payment by the Customer to the Company of the full price of the Goods supplied or Services rendered by the Company to the Customer under a Contract;
“Goods” means goods supplied by the Company;
“Services” means services rendered by the Company;

1.2 Unless otherwise agreed in writing the Conditions constitute the only terms and conditions upon which the Company is willing to trade.

1.3 The Conditions shall prevail over any terms and conditions in the Customer's order or other document issued by the Customer except where specially agreed to by the Company in writing. No addition to or variation of these Conditions shall be binding unless accepted in writing by a director of the Company. In the case of conflict between any other specifically and validly agreed terms and conditions between the Company and the Customer and of the Conditions the former will prevail.

2. Acceptance and performance of orders

2.1 The Company’s price lists, estimates and quotations do not constitute offers made by the Company and in any event the Company may at its absolute discretion refuse to accept any order if the Company for any reason whatsoever so determines.

2.2 Any order given by the Customer in respect of a quotation by the Company shall not be binding on the Company until accepted in writing by the Company.

2.3 The Company may suspend or cancel delivery or performance of any order accepted if the Customer or any person, firm or company associated with the Customer is in breach of any contractual obligation to the Company or if the Customer makes any arrangement with or compounds with its creditors, has a receiver, administrative receiver or similar officer appointed, passes a resolution for, has a petition presented for or enters into administration or liquidation, commits an act of bankruptcy, ceases or threatens to cease trading, is or is deemed pursuant to any relevant statutory provisions unable to pay its debts or (where the Customer is an individual) dies or if distress or execution or other process is levied or enforced upon any of the Customer’s assets. In such event the Customer shall be liable to pay for any goods delivered or services performed.

3. Price

Unless otherwise agreed in writing:

3.1 All prices are net and subject to the addition of VAT and any similar tax or duty where applicable at the prevailing rate and any applicable customs, import, export and similar duties. Where any price has not been agreed, the Company shall be entitled to make a reasonable charge for work undertaken.

3.2 All prices are ex works and do not include any licences, certificates, permits, packing or collection by the Company or delivery to the Customer at any place other than the Company’s premises, for which items the Company may make a reasonable charge. The Company may pack the Goods as it reasonably considers necessary, at the Customer’s cost.

3.3 Any price quoted or agreed may be varied by the Company, by giving notice to the Customer, to take account of increases in costs including (without limitation):
a) the cost of materials, labour, manufacture and carriage;
b) additional customs duties and taxes;
c) exchange rate variations and additional costs incurred as a result of any subsequently imposed or amended requirement of any manufacturer or regulatory authority;
d) any act or instruction of the Customer.

The Customer may cancel its order in respect of any goods or services not yet provided by notice to the Company within 3 days of notification of any such price variation, except any resulting from an act or instruction of the Customer.

3.4 In the event that the Company shall store any of the Goods or the Equipment for any period after the expiry of seven days from the date of the Company's written notice that such Goods or Equipment are ready for collection or despatch of at the request of the Customer arrange for the Goods or Equipment to be despatched or dealt with by other than by collection by the Customer then the Customer shall pay the Company's reasonable charges for the provision or procurement of such services within seven days of the date of any invoice sent by the Company in respect thereof.

3.5 Where any prices or charges are given and/or where the Company is involved in expenditure in a currency other than sterling the Company shall be entitled to adjust its prices to compensate for any change in the rate of exchange of such currency in relation to sterling by reason of which the cost to the Company has been increased.

4. Payment

4.1 Unless otherwise stated all prices and charges are net and payment shall be made to the Company in sterling in England in the Due Date for Payment without any deduction or deferment on account of any dispute set off or counterclaim or in respect of any taxes imposed by or under the authority of any government or public authority.

4.2 The Company may require a payment on account and/or a payment in advance and all such payments shall be payable on demand.

4.3 Without prejudice to the Company's other remedies if the Customer fails to make the payment in accordance with the terms of this Clause the Company has the right to withhold further deliveries and/or charge interest on all overdue balances calculated on a monthly basis at the rate of 2% per annum above the minimum lending rate of Barclays Bank Plc (or in its absence, a reasonable equivalent) from time to time in force, which the Customer shall pay on demand .

5. Scope of services

The scope of services to be provided by the Company shall be as set out in work orders, proposals or quotations prepared by the Company and given or sent to the Customer without the Customer having objected or commented in writing within 2 days.

6. Time and Form of Delivery

6.1 The Company shall use reasonable commercial endeavours to adhere strictly to any delivery or completion dates contained in its quotation but unless specifically agreed in writing time shall not be of the essence of the Contract and in the event of failure to deliver or complete within the terms quoted the same shall not be a breach or repudiation of the Contract. The Company shall not in any circumstances be liable for any consequential loss or damage suffered by the Customer as a result of any such delay.

6.2 If the Contract does not otherwise provide the Company shall be entitled at its option to deliver the Goods by a single delivery or by instalments. If the Contract provides for delivery by instalments or the Company so elects each instalment shall be treated as a separate contract and default or delay in any single delivery shall not affect the balance of the Contract nor entitle the Customer to terminate the same.

6.3 Times quoted for performance are from acceptance by the Company of the Customer's order or from receipt by the Company of any necessary parts, information or documents which are to be supplied by the Customer and which are necessary to enable the work to be put in hand whichever shall be the later.

7. Property and Risk

7.1 Until proven otherwise the Company shall be entitled to assume that any Equipment delivered to the Company by the Customer is the property of the Customer and the Customer will indemnify the Company against all damages and costs arising by virtue of such not being the case.

7.2 The Equipment shall be held and handled entirely at the Customer's risk and the Company accepts no responsibility for any loss or damage in regard thereto or by reason thereof whether the same is in the custody of the Company or not unless caused by the gross negligence or wilful misconduct of the Company, its employees, servants or agents. The Customer shall when requested satisfy the Company that adequate cover for the Equipment has been arranged.

7.3 In the case of the Goods all risk or damage of any kind shall pass to the Customer upon whichever of the following events occur earlier:
a) collection by or on behalf of the Customer or by a carrier for despatch to the Customer; or
b) the expiry of seven days from the date of the Company's written notice that such Goods are ready for collection or despatch.

7.4 The Customer shall carefully examine the Goods on receipt of the same and shall by written notice to be received by the Company within seven days of receipt of the Goods notify the Company of any short delivery over delivery or any defects reasonably discoverable on careful examination. In the absence of receipt of such notice the Company shall be discharged from all liability in respect of such defects or short or over delivery.

7.5 The property in the Goods shall not pass to the Customer and the Company shall remain legal owner of any Goods supplied until Full Payment. The Customer acknowledges that until such time as Full Payment has been made he is in possession of the Goods as bailee for the Company and if so required shall deliver up the Goods to the Company and/or store the Goods separately from his own goods and in such a fashion as to be readily identifiable by the Company. The Customer shall not resell the Goods before Full Payment but in the event that the Customer shall re-sell any of the Goods before Full Payment the Customer shall hold the proceeds thereof on trust for the Company and place them into a separate account. The Customer agrees to allow the Company's representatives free and uninterrupted access to the Customer's premises at all times whilst the Company remains unpaid for the provision of the Goods for the purposes of repossessing and removing the same from the Customer's premises.

7.6 The sale of any Goods does not convey to the Customer any licence or right to use any of the Company's intellectual property which might form part of such Goods except to the extent that it is actually embodied in the Goods.

8. Warranties

8.1 Where the Customer within the warranty period specified by the Company (or where no such period is specified within a period of two months from the date of delivery) proves to the reasonable satisfaction of the Company that the Goods supplied or the Services performed are defective the Company shall at its option either credit the Customer with the price paid by the Customer in respect of the defective Goods or Services or remedy the defect at this own cost provided that:
a) the Goods and any relevant equipment shall have been installed (and where applicable) operated and maintained if other than by the Company in accordance with good airline and engineering practice and the recommendations of the manufacturer;
b) no repairs or alterations shall have been effected to the Goods or any relevant equipment without the Company's knowledge and express approval;
c) identification numbers shall not have been altered or removed;
d) notice of any defect shall have been given to the Company promptly and within the warranty period and if so required by the Company the defective part or parts shall have been returned to the Company at the Customer's expense.

8.2 The Company's obligations under this Clause shall not extend to any of the Goods or part thereof manufactured by third parties.

8.3 The foregoing provisions of this Clause shall represent the entire liability of the Company, its employees, servants and agents in respect of defective Goods or Services and all other warranties, conditions and liabilities as to qualify fitness or description or otherwise whether statutory or at common law are hereby excluded.

8.4 The Customer on its part warrants that any design or instructions furnished by it shall not be such as will cause the Company to infringe any letters patent or other industrial property right.

9. Limitation of Liability and indemnities

9.1 Except as may otherwise be stipulated hereunder, the Company shall not be liable for any loss sustained by any person or damage to property whatsoever and howsoever arising directly out of or in consequence of any act or omission except any wilful act or omission of the Company's employees, servants or agents which could have been avoided by due diligence on the part of the Company including (without limitation) loss or damage resulting from the Company's negligence in the supply of the Goods or performance of the Services including (without limitation) delay, detention, loss of products, loss of profit, loss of time charges or liability to third parties.

9.2 Nothing contained in the Conditions shall affect the Company's liability under the Part I of the Consumer Protection Act 1987 for death or personal injury caused by the negligence of the Company.

9.3 The Customer shall indemnify and hold the Company harmless against any loss, damage, costs, claims and expenses incurred by the Company in respect of any liability to third parties, whether in tort or otherwise, howsoever arising out directly or indirectly of or in connection, including (without limitation), with:
a) any Goods or Services supplied or rendered to the Customer, including without limitation:
i. the use or operation of the Goods or any of the Equipment which has been serviced by the Company;
ii. default (including non-compliance with any obligation hereunder and delay or wrong information and any lack or required information) or misuse of the Goods and/or Services and/or the Equipment by or on the part of the Customer or any person or persons other than the Company;
iii. any defect in the design or lack of fitness for purpose of the Equipment or any of the Goods or Services supplied to the Customer's specifications;
b) any goods given by the Customer into the custody of the Company (including in particular, without limitation, in connection with any flight undertaken by any aircraft delivered by the Customer to the Company); or
c) any breach by the Customer of the Conditions.

9.4 Any liability of the Company to the Customer in respect of infringement of any third party's letters patent or any other industrial property right relating to any part of the Goods or performance of the Services shall be limited to items designed and manufactured by the Company and (unless otherwise stated by the Company) shall relate solely to infringements in the United Kingdom. In the event of such infringement the Company’s obligations shall be limited to (at the Company's option) replacing the infringing item by a non-infringing item or securing at its own cost a licence permitting use of the said item by the Company without infringement or paying a sum to the Customer in compensation not exceeding the purchase price of the said item.

9.5 The Company's obligations under Clause 9.4 shall not extend to any of the goods or part thereof designed or manufactured by third parties.

9.6 No liability shall be accepted by the Company in respect of infringements arising by combination of the Goods with any other item or from their use for a purpose not specified by the Company or specified by the Customer and approved by the Company.

9.7 This indemnity is conditional upon the Company receiving the earliest possible notice from the Customer of any claim being made or any action threatened or brought against the Customer and the Customer permitting the Company to conduct any litigation which might ensue and all negotiations for the settlement of the claim.

9.8 In no event shall the Company’s liability to the Customer in any manner whatsoever in respect of any Goods or Services exceed an absolute maximum of the price actually paid by the Customer for these same Goods or Services.

10. Force majeure

Without prejudice to other provisions of the Conditions, the Company shall not be liable for any delay or failure in carrying out its obligations if and to the extent that it is unable wholly or partly to carry out any of its obligations as a result of any circumstance or event including (without limitation) labour disputes, labour disturbance, trade disputes, difficulty in obtaining labour materials or transport, the act or omission of a third party, Government action, refusal of licence, act of God, war, explosion, fire, flood, storm, nuclear disaster, breakdown of machinery and power failure or any other cause or reason beyond the Company's control or that of its servants or agents.

11. Default

If for any reason the Customer fails to pay any sum owing to the Company on the due date(s) for Full Payment then the Company shall if such amount or amounts are still unpaid at the expiry of 60 days' notice to the Customer be entitled without further notice to sell all or any of the Goods or the Equipment in its possession and to apply the proceeds of sale in or towards satisfaction of all such sums of money together with all costs and expenses including storage legal and professional costs and fees incurred in effecting the sale. Any such sale or re-sale by the Company may be upon such conditions and at such prices as the Company shall consider reasonable and the Customer shall pay to the Company on demand any shortfall between the amount realised by such sales and amounts due to the Company as aforesaid. The Company shall account to the Customer for any excess within a reasonable time.

12. Termination

If the Customer shall make default in or commit a breach of the Contract or any of his obligations to the Company or if any distress or execution shall be levied upon the Customer's property or assets or if the Customer shall make or offer to make any arrangement or composition with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against him or if the Customer is a limited company and any resolution or petition to wind up such company's business (other than for the purpose of amalgamation or reconstruction) shall be passed pr presented or if a receiver of such company's undertaking property or assets or any part thereof shall be appointed the Company shall have the right forthwith to determine any contract then subsisting and upon written notice of such determination being given to the Customer any subsisting contract shall be deemed to have been determined and the Company shall be entitled to recover from the customer all losses thereby arising including but not limited to those under Clause 13 hereof or otherwise.

13. Partial Completion

In the case of partial completion of an order by reason of any of the events referred to in Clause 10 to 12 hereof the Company shall be entitled (without prejudice to all or any of its rights and remedies) to a quantum meruit in respect of all work done by it.

14. Notices

All notices and other communications in connection with a Contract or any other agreement between the Customer and the Company shall be in writing and either delivered by hand or sent by fax or first class post, in the case of the Company to such address as it may have notified for such purposes or, in the absence of such notification, to its registered office, and in the case of the Customer to its address last known to the Company. Notices shall be considered served upon delivery in the case of delivery by hand, sending in the case of correct transmission by fax and 48 hours after posting in the case of post.

15. Assignment and Sub-Contracting

The Company may sub-contract or assign to any person any of its obligations or benefits (provided such person is approved by any regulatory authority whose approval is required) under the Conditions or Contract. Customer may not sub-contract or assign any of its obligations or benefits arising from the Conditions or Contract.

16. Waiver

No waiver by the Company in respect of any breach by the Customer of its obligations shall operate as a waiver in respect of any subsequent breach by the Customer of those obligations.

17. Applicable Law, Jurisdiction and Interpretation

The Conditions and the Contract shall be governed by the Law of England and the Customer hereby submits to the jurisdiction of the English Courts. If at any time any term or condition (or part thereof) hereof is or becomes illegal or void as a consequence of the operation of any law or regulation then the remaining provisions hereof remain in full force and effect.