GENERAL TERMS AND CONDITIONS OF BUSINESS FOR MAINTENANCE, REPAIR AND OVERHAUL (MRO) SERVICES
1.SCOPE OF CONTRACT
These General Terms and Conditions (hereinafter refer ed to as the “GTC”) set forth the terms under which Aerospace Management & Support P.C.C. (AMS AERO) performs various services such as maintenance, repair and/or overhaul services and/or ancillary services, as described in Proposal /Quotation, issued by AMS AERO to customer.
These General Conditions shall apply, unless otherwise agreed in writing, to all work and services performed upon or in relation to aircraft (or their equipment or parts) which Aerospace Management and Support P.C.C. shall carry out either itself or delegate/subcontract to third parties.
2. CONTRACT FORMATION
2.1 When a Proposal is being accepted by the Customer and that acceptance is being communicated to AMS AERO, a contract is formed between the parties. Additionally the issue of a Work Order or Purchase order by the Customer, when it is accepted in written by AMS AERO, also constitute the formation of a contract.
The placing of a Work Order or Repair order by a Customer or the signature of a Proposal / Quotation shall constitute Customer’s unconditional acceptance of these GTC.
2.2 An offer submitted by AMS AERO is valid during the period mentioned in the offer. If there is no respective information, AMS AERO remains bound for 30 days, starting from the date of issue.
2.3 If a Contract is not in place within the applicable validity period of the Proposal, unless the validity period of the Proposal is expressly extended by the written agreement of Aerospace Management & Support P.C.C. and the Customer, the Proposal becomes automatically invalid.
2.4 Any terms and conditions contained in purchase or work orders or any other document issued by the Customer, or contained or referred to in any letter or other written communication (including e-mail) shall not apply and are expressly excluded, regardless of whether such terms are introduced before or after the date of the Proposal (or in a Work Order).
2.5 In the event of any conflict between the parts of a Contract, the following order of precedence shall apply:
2.5.1 the Proposal / Quotation or any other Special agreement between the Parties, if any;
2.5.2 these General Conditions; and then
2.5.3 if any, the terms of any other relevant document(s), which are referred to in the Proposal and are by that reference expressly incorporated into the Contract.
3. SCOPE OF SERVICES
3.1 Each order authorizes Aerospace Management and Support P.C.C. without additional approval from the Customer for Aerospace Management & Support P.C.C. to carry out all such work as shall be necessary for testing the object to which the order refers, with the exception of test flights.
3.2 if a repair order is issued by the Customer, and AMS AERO estimates that overhaul or any other Additional Work is required, AMS AERO shall inform the Customer accordingly as soon as reasonably possible and, with the Customer’s written consent, AMS AERO shall carry out the Additional Work. Consequently, estimated time, for the Services comprised in the Proposal shall be extended by the period AMS AERO considers is reasonably necessary for any Additional Work to be carried out and AMS AERO shall be entitled to be paid by the Customer for such Additional Work together with any costs in respect of inspection(s) of the Aircraft for such purposes. Similarly, if in Aerospace Management & Support P.C.C.’s opinion an Aircraft or any Equipment or Part is by reason of damage or otherwise beyond economic repair or overhaul, Aerospace Management and Support P.C.C. shall so inform the Customer. Any Additional Work shall be as agreed between Aerospace Management and Support P.C.C. and the Customer in writing and Aerospace Management and Support P.C.C. shall be entitled to be paid by the Customer for such Additional Work, together with any costs involved in inspection(s) for such purposes.
3.3 If AMS AERO removes or replaces any Equipment, including Parts, as part of the Services, unless specifically agreed otherwise, title to such items shall pass to AMS AERO upon their removal from the Aircraft and Aerospace Management and Support P.C.C. shall have the right to scrap, repair, overhaul or otherwise deal with them as it sees fit.
3.4 Unless specifically agreed by AMS AERO as part of a Proposal, the work scope does not include any update of the Aircraft’s related documentation (e.g. IPC, MM, handbooks etc.).
3.5 Any goods, work and/or services required to be supplied or carried out by a third party or parties is entirely at the risk and cost of the Customer.
4. PRICES; CHARGING & PAYMENT
4.1 Prices are specified in the Proposal. Currency is in Euro. Prices are only valid until the expiration date of the Proposal. Except if expressly stated otherwise within the Proposal, all prices shown in the Proposal (and/or in documents referred to in the Proposal) are indicative estimates only and are based on information available to AMS AERO at the date of the Proposal.
Prices are exclusive of any duties, customs, custom duties, taxes, withholding taxes, stamp duties, tariffs, VAT, fees of any kind applicable in any country These shall be separately identified on Aerospace Management and Support P.C.C.’s invoice(s) and shall be payable by the Customer in addition to sums due for the corresponding Supplies.
4.2 if any payment made by the Customer is subject to any withholding tax or deduction (even if that tax is not called withholding tax), present or future, the Customer agrees to increase the amount of any payment which is subject to a withholding or deduction, so that AMS AERO will receive the same amount it would have received if there had been no withholding or deduction.
4.3 Where labor or other prices are not specifically incorporated into a Proposal, AMS AERO will be entitled to charge at the standard Man-Hour rates as applicable at the Facility, as applicable to the Supplies and as current at the time of supply. Aerospace Management and Support P.C.C. reserves the right to charge for a minimum of two (2) Man-Hours for any Services.
4.4 Except where specifically agreed otherwise in writing, all Services will be performed at the specified Facility and all rates and prices are on the basis of delivery of the Aircraft to the Customer at the Facility (or, if more than one is involved, at the principal facility). Aerospace Management and Support P.C.C. shall be entitled to make a reasonable additional charge in respect of all and any costs or expenses in relation to collection by or delivery to the Customer at any place other than the Facility (or principal facility). 4.5 If the prices of the offered or agreed delivery or service is changed as a result of the changes in the purchasing prices, commodity prices, exchange rates, freight, customs, taxes, amendments
5. DELIVERY and REDELIVERY
5.1 Unless otherwise agreed in the Proposal (or otherwise agreed in writing by Aerospace Management & Support P.C.C.), the Aircraft along with its documentation and additional parts shall be delivered to Aerospace Management and Support P.C.C. , Duty Paid (“DDP”, per INCOTERMS 2010) at the Facility (or if more than one is specified in the proposal, at the principal Facility) and redelivery of the Aircraft to the Customer shall take place EX WORKS (“EXW”, per INCOTERMS 2010) at such Facility.
5.2 Delivery time, advised by AMS AERO, is best estimate only, based on best information available at time of request and is not a contractual commitment. Therefore, AMS AERO is not liable for any cost or fault caused by delay in such estimate. Still AMS AERO is committed to do its absolute best to keep all delivery times and inform the Customer about any essential change as soon as possible.
If a delivery date is explicit confirmed in writing by AMSAERO, the maximum, total liability for and/or arising out of the delay shall be limited to an amount equal to one per cent (1%) of the invoiced price(s) for the delayed Services for each complete month of the delay, and pro rata for part of a month, subject always to the limit of its delay liability as specified in the Proposal or, if no such limit is specified within the Proposal, subject to a maximum amount equivalent to three per cent (3%) of the invoiced price(s) for the delayed Services. The Customer cannot exercise other remedies for breach of contract regarding delays.
5.3 In case Aircraft is being parked at the Facility past the time for its collection on the Collection Date, the Customer shall in addition indemnify and hold harmless Aerospace Management and support P.C.C. from and against any and all relevant loss, costs and/or expenses (including legal fees and expenses), claims and/or liability (collectively, “Losses”),.
Customer shall compensate AMS AERO for any expenses it incurs in connection with the storage of the Repaired Component or aircraft.
In circumstances where the Customer is not also the owner of the Aircraft, the Customer in its capacity as bailee accepts any and all obligations to the owner of the Aircraft, including any involuntary obligations.
6. TITLE TO SUPPLIED GOODS; PARTS; PROPERTY RIGHTS
6.1 Title (ownership) in any Goods forming part of the Supplies shall not pass to the Customer until the price for such Goods is fully paid to AMS AERO. Aerospace Management and Support P.C.C. shall remain legal owner of the Goods, (whether or not attached to or incorporated into any other goods, including without limitation the Aircraft), and where such Goods are delivered to the Customer or to its order, the Customer shall be bailee of such Goods for Aerospace Management and Support P.C.C., until such receipt of payment by Aerospace Management and Support P.C.C.
6.2 Aerospace Management and Support P.C.C. may recover from the Customer by way of an action for debt any sum due to Aerospace Management and Support P.C.C. in respect of Goods supplied, regardless of whether or not risk and/or title in the Goods has passed.
6.3 Customer can only be entitled to return any Goods forming part of the Supplies, in case there is such specific request by AMS AERO and/or in connection with the Warranty. In any other case where the Customer requests Aerospace Management and Support P.C.C. to accept the return, unused, of a supplied Part, Aerospace Management and Support P.C.C. will ordinarily accept such return strictly provided the Part is, in Aerospace Management and Support P.C.C.’s opinion, serviceable and subject to payment by the Customer of a re-stocking and re-certification fee, plus a handling fee . If Aerospace Management and Support P.C.C. finds the Part to be defective, the Customer will pay on invoice from Aerospace Management and Support P.C.C. the cost of repair and re-certification or, where the Part is not repairable in Aerospace Management and Support P.C.C.’s opinion, the list price plus a 10% handling fee.
6.4 For all Parts, equipment and/ or furnishings that are removed or replaced by AMS AERO and not reinstalled the title shall pass to AMS AERO and AMS AERO shall be entitled to scrap repair or overhaul them. AMS AERO shall be entitled to dispose any unserviceable Parts removed from the Aircraft as part of the Services or otherwise, which are not subject to exchange or core returns. In case though, the Customer requests in advance of the aircraft’s arrival at the repair Facility, the return of any unserviceable Aircraft Parts AMS AERO will return the unserviceable Parts to the Customer at its cost and in the condition required by applicable regulatory requirements.
Parts Supplied, Exchanged or Loaned
6.5 If the Customer is supplied with exchange parts (the “Exchange Parts”) for use while the comparable Part on the Customer’s Aircraft is being repaired, the Customer will return the Exchange Parts to Aerospace Management and Support P.C.C. within eight (8) days of receipt. Customer will be notified in writing of the costs of the exchange in advance and, in the event that the expense of repairing the Exchange Parts(s) exceeds the cost of the exchange, Aerospace Management and Support P.C.C. will invoice and the Customer will be liable for the difference.
Intellectual Property Rights
6.6 All drawings, specifications and other data supplied by Aerospace Management and Support P.C.C. to the Customer, and any Intellectual Property contained therein, shall at all times remain the property of Aerospace Management and Support P.C.C. and Aerospace Management and Support P.C.C. shall be the sole copyright owner. The Customer shall not expept with Aerospace Management and Support P.C.C.’s express prior written permission use, copy or allow to be copied, to its benefit otherwise than in connection with obtaining the benefit of the Services or to the benefit of any third party, any drawings, specifications, or other information or data supplied by, or produced by Aerospace Management and Support P.C.C. for the Customer in connection with the Services performed.
7. CUSTOMER PROPERTY AND RISK
7.1 Any items as but not limited to materials, components, tools, patterns, equipment, Aircraft documents and all other goods and property of the Customer, which are in AMS AERO’s custody for any purposes, shall be clearly marked and recorded by AMS AERO as belonging to the Customer and during such custody shall be entirely at Customer’s risk.
Aerospace Management and Support P.C.C. shall have no liability in any way whatsoever for any loss of or damage to Customer Property including such Goods except for physical loss or damage thereto caused by Aerospace Management and Support P.C.C.’s willful misconduct or gross negligence and subject to the terms of clause 10 (Liability and Indemnity; Insurance).
8.1 AMS AERO warrants that the Services performed by it will be:
8.1.1 performed with reasonable skill and care; and
8.1.2 free from defects in workmanship for the period of ninety (90) days or for one hundred (100) flying hours, (unless otherwise specified in the Proposal),
The warranty commences from the date of completion of the Services and redelivery of the Aircraft ex works to the Customer
8.2 The Warranty does not apply to any defects or any consequential damages caused by material supplied by the Customer, constructions and designs which are stipulated/specified by the Customer, mistakenly performed preparatory work performed by the Customer and circumstances occurring after the takeover including defects caused by faulty maintenance on the part of the Customer, changes in the delivery performed by the Customer without AMS AERO’s Written Consent and faulty repairs performed by Customer, including but not limited any failure to operate and/or maintain, preserve, store, or care for the Aircraft and/or its Equipment and/or Parts in accordance with the manufacturer’s or other applicable specifications, instructions or recommendations, the flight manual, maintenance manual, (or Component maintenance manual), and/or in accordance with the applicable NAA’s requirements.
Warranty does not also apply to any defect caused by rust, corrosion or the entry of foreign materials, bird strikes, and lightning strikes;
8.3 Warranty does not cover shipping and removal/reinstallation cost. Defected items shall be delivered to Aerospace Management & Support P.C.C. at the Facility (or other agreed repair facility) within thirty (30) days of discovery of the alleged defect / non-conformance, with all transport and delivery charges paid by the Customer
Warranty does not cover normal wear and tear, loss of income and becomes void if warranty seals are broken, equipment shows sign of abuse, alteration, improper installation or packing.
Warranty on certification work is covering rectification of the certification package.
Warranty does not cover any indirect/consequential/incidental damages or expenses and AMS shall not be liable for any such claim.
Warranty repair does not change the original warranty period.
8.4 Warranty repairs will be performed within AMS’s normal working schedule, EXW AMS and do not cover any extra charges like overtime, AOG charges or other non-routine services.
Warranty period is independent of usage of the equipment.
8.5 Customer must notify AMS AERO of the defect within fifteen (15) calendar days of its discovery
Customer must also provide Aerospace Management and Support P.C.C. with a reasonably detailed written report of the alleged defect(s) and with full access to the Aircraft and its records, in order to inspect the suspected defect.
8.6 Aerospace Management and Support P.C.C. reserves the right to inspect the Aircraft and test any Parts for evidence of defect in workmanship. If Aerospace Management and Support P.C.C. determines (acting reasonably) that a part is not defective or that a defect is not within the warranty, the Customer shall be liable for the costs of inspection and testing.
8.7 Aerospace Management and Support P.C.C. reserves the right to determine whether the defect requires repair or replacement. Any Part which is replaced under the Warranty will be in new condition or, as applicable, will be otherwise comparable in function and performance to the original Part.
8.8 THE REMEDIES EXPRESSLY SET OUT IN THIS CLAUSE 8 WILL BE AEROSPACE MANAGEMENT AND SUPPORT P.C.C.’S SOLE LIABILITY AND THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF OR NON-CONFORMANCE TO THE WARRANTY. THE WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THESE GENERAL CONDITIONS AND EXCEPT FOR ANY WHICH CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
8.9 The provisions of this clause 8 shall survive termination of the Contract, regardless of the reason for termination.
9. CUSTOMER WARRANTIES AND GENERAL OBLIGATIONS; DATA PROTECTION
9.1 The Customer has obtained all necessary consents, approvals and authorization, whether from lenders, lien holders, owners, lessors or any other third parties.
9.2 The execution, delivery and performance of the Contract by the Customer does not violate any agreement, restriction, limitation, covenant or contract term, laws, rules or regulations applicable to the Customer or the Aircraft.
Customer General Obligations
9.3 The Customer undertakes to the Company that, at the Customer’s risk and expense:
9.3.1 the Customer shall supply in advance, at no cost to AMS AERO with all information and documents (including, as applicable, current weight and balance, equipment list, registration, wiring diagram, maintenance task cards(s) and flight plan), so as to enable Aerospace Management and Support P.C.C. to perform its contractual obligations.
9.3.2 the Customer shall maintain responsibility for the continuing airworthiness and maintenance, management control of the Aircraft;
9.3.3 the Customer shall use the airworthiness data for the purposes of these General Conditions and provide, prior to any Aircraft delivery, access to the airworthiness data in respect of such Aircraft in accordance with the Customer’s NAA-approved maintenance planning document.
9.4 On early or late arrival of the aircraft, AMS AEROshall not be held liable for any missed or delayed performance. In the event of flight plan changes, the Customer shall notify AMS AERO in time of the intention to use the Services, the estimated time of arrival and other necessary information.
The Customer must comply with all applicable AMS AERO’s site rules, air transport regulations, as well as the policies and rules of the Airport, customs regulations and travel documents
Each party may have access to personal data (for example names, functions, business units, contact details and communication data) relating to the other party’s employees, representatives, consultants, agents, contractors and other personnel (“Personnel”; “Personnel Data”) in relation with the contract that is subject to these General Terms. Personnel Data may be processed only in accordance with applicable law, applying appropriate security measures (e.g. technical and organizational measures, etc.), and only in order to enter into and perform the contract and compatible purposes including but not limited to order and payment processing, tolls, taxes and import/export management, customer relationship management, business accounting and general administrative purposes. Each party undertakes to inform its own Personnel about the processing of Personnel Data by the other party, in accordance with applicable law.
In order to efficiently manage and provide requested and future Services to the Customer, AMS AERO may collect data about the Customer, the end customer, and the Customer’s aircraft which are relevant to fulfill contractual obligations, billing procedures, and generally to ensure a high standard of service level and security. By requesting or accepting AMS AERO’s Services, Customer gives his consent that AMS AERO may collect those data and share them exclusively with its business partners and within AMS AERO in order to develop and adjust its Services and offers individually for the Customer. In doing so, AMS AERO will collect and process personal data only for lawful purposes and will comply with applicable data protection provisions.
10. LIABILITY & INDEMNITY; INSURANCE
10.1 Under no circumstances shall AMS AERO be liable to the Customer for any indirect, special, punitive, consequential or incidental damage, including but not limited, any loss of revenue or profit, any loss of property or right, loss of production, loss of customers, loss of goodwill or loss of reputation, loss of third parties, any compensation granted to passengers, any downtime cost, flight delays or cancellations.
AMS AERO is only liable for damage directly resulting from violations of contract caused through gross negligence or intentionally. Liability for auxiliary personnel is excluded 10.2 AMS AERO’s total aggregate liability to the Customer, liquidated damages included, in respect of all loss or damage arising under or in connection with the Contract(s) and/or the Supplies, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not
exceed one million United States dollars (USD 1,000,000.00) per year for all incidents or liability occurred in the same and in a given calendar year.
Any claims resulting from the non-performance or the faulty performance of AMS AERO’s contractual obligations shall have a limitation period of one (1) year following the re delivery of the equipment to the Customer. After this period, Customer shall not be entitled to claim against AMS AERO.
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE THE LIABILITY OF AMS AERO FOR MATTERS WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW. IN THE EVENT SUCH A LAW APPLIES, THE FOREGOING EXCLUSIONS AND LIMITATIONS ARE AMENDED, AS REQUIRED BY SAID LAWS
The Customer shall indemnify and hold harmless AMS AERO against any third party claim or action. If AMS AERO is imposed liability against a third party Customer must compensate AMS AERO to the same extent.
10.3 Customer shall indemnify and hold harmless AMS AERO and its, employees, agents and subcontractors from and against any and all claims, demands, proceedings, losses, liabilities, costs and expenses (“Losses”) in respect of:
(a) injury to or death of any person including but not limited to the Customer’s respective employees, officers, directors, agents and sub-contractors;
(b) damage to, or loss of, any property (including but not limited to any Component repaired under this Agreement); and
(c) delay, injury or death of any person or animal carried or to be carried on board an aircraft operated by Customer,
in each case caused by, arising out of or connected with the use of a Repaired Component under this Agreement unless any such Losses result from the acts or omissions of AMS AERO which are either done deliberately with intent to cause loss or damage or recklessly with actual subjective knowledge that such loss or damage would result (provided that in the case of an act or omission of an employee or agent of AMS AERO, it is also provided that he was acting within the scope of his employment).
10.4 Customer shall maintain, at its own cost and expense, during the term of this Agreement, with reputable insurers, property all-risks insurance covering damage to all property for the full replacement value thereof which is in the possession or under effective care, custody and control of Customer or Customer’s suppliers.
Upon AMS AERO’s request, Customer shall furnish AMS AERO with current certificate of insurance in a form evidencing that the insurance coverage required to be maintained by Customer in respect to Customer’s obligations under this Agreement or any related purchase order are in full force and effect. The certificate shall provide that the policies are not to be cancelled, benefits are not to be reduced or altered without a thirty (30) calendar day prior written notice delivered to AMS AERO, return receipt requested. Delay or failure to obtain such certificates of insurance shall not constitute a waiver of the requirement for them hereunder.
Customer shall give prompt written notice to AMS AERO of the occurrence of any damage or loss to AMSAERO property.
11.1. For Fault. AMS AERO may, by written notice to Customer, immediately terminate this Agreement in whole or in part if Customer shall fail to comply with any of its obligations under this Agreement, including but not limited to, timely payment of all invoices of AMS AERO.
11.2. Insolvency. This Agreement shall immediately terminate in the event any proceedings are instituted by or against Customer under bankruptcy or debtors’ relief laws, including without limitation, the appointment of a receiver or trustee or an assignment for the benefit of creditors of Customer, or the institution of any similar proceedings.
11.3. Convenience. AMS AERO may, at any time, provide Customer written notice of termination of all or part of this Agreement for convenience, in which case AMS AERO shall, at its own expense, return the goods subject to such termination to Customer, and Customer shall pay for AMS AERO’s actual performance of the work under this Agreement to the effective date of termination, less actual, direct damages incurred by Customer because of such termination for convenience.
11.4. Effect of Termination. On termination of the Agreement for any reason:
(a) the Customer shall immediately pay to AMS AERO all of AMS AERO’s outstanding unpaid invoices and interest and, in respect of services supplied but for which no invoice has been submitted, AMS AERO may submit an invoice, which shall be payable immediately on receipt; and
(b) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected
12. FORCE MAJEURE
Without prejudice to other provisions of these General Conditions, Aerospace Management and Support P.C.C. shall not be deemed in breach of the Contract or liable to the Customer for any delay in performing its obligations, or for failure to perform any such obligations under the Contract, if the delay or failure results from any circumstance or event beyond its reasonable control including (without limitation) Force Majeure.
If the time required for the performance of any obligation under this Agreement is delayed due to an event of Force Majeure, at AMS AERO’s option, the period of time required to carry out such obligation shall be extended for a period equal to the period of time for which the event of Force Majeure delayed performance of the AMS AERO’s obligations.
Any notice under these General Conditions or the Contract sent by one Party to the other shall be in writing and shall be served by personal delivery, or sent by registered or certified mail , in either case to its address set out in the Proposal or, if different and if Aerospace Management and Support P.C.C. has been requested in writing to use the Customer’s address as shown in a Work Order, in the Work Order, as the case may be) or to such other address as may from time to time be notified by the one Party to the other for the purpose, and shall be deemed to be delivered two (2) Business Days after posting. Notices may also be served by e-mail to Aerospace Management and Support P.C.C. e-mail address specified within the Proposal for the purpose.
The failure or delay of either party to exercise or enforce any of its rights under this agreement ,shall not be deemed to be a waiver of any such right and no waiver by any Party of any breach shall operate as a waiver of any other or further breach.
If any of the provisions of these General Conditions or any other document comprising the Contract are found to be invalid, illegal or unenforceable this shall not affect the validity of the remaining provisions. In such event the Parties agree to negotiate in good faith to draft a new legal and enforceable provision that will have the same or a similar purpose.
16. ASSIGNMENT & SUB-CONTRACTING
16.1 Aerospace Management and Support P.C.C. may perform all or any part of the Supplies by or through Third party, regardless of whether or not this is specified in the Proposal but provided that where it does so, the acts and/or omissions of such Third party shall for the purposes of these General Conditions be deemed to be the acts and/or omissions of Aerospace Management and Support P.C.C., Aerospace Management and Support P.C.C. may at any time assign or transfer all or any of its rights and/or obligations under the Contract(s) or any of them to an Affiliate.
16.2 The Customer shall not and has no right to assign or transfer all or any of its rights (except only a right to receive a sum of money, which is due from Aerospace Management and Support P.C.C. directly to the Customer under the terms of the Contract, if any) and/or any of its obligations under the Contract without the express, prior written consent of Aerospace Management and Support P.C.C.
16.3 Aerospace Management and Support P.C.C. may sub-contract or delegate any of its obligations under the Contract. The Customer acknowledges that all or part of the Repair Services may have been or may be performed by other maintenance, repair and overhaul companies and consents to such subcontracting provided that it shall be performed in accordance with this Agreement.
17. EXPORT CONTROL
17.1 The Customer shall at all times comply with the requirements of all applicable import or export control laws and regulations applicable in Greece and in any other country, so far as applicable.
17.2 The Customer shall be responsible for obtaining and complying with any non-Greek / non-EU or other export or import licenses or authorizations, including import or export of the Aircraft. If and to the extent that Aerospace Management and Support P.C.C. may be required to obtain import or export licenses or other authorizations, the Customer will assist Aerospace Management and Support P.C.C. to obtain the same and Aerospace Management and Support P.C.C. may to perform any Purchase order or part thereof to the extent that Aerospace Management and Support P.C.C. considers (acting reasonably) that the sale or delivery of any Goods or Services may cause it to be in violation of any non-Greek or non-EU or other export or import laws.
17.3 The Customer shall indemnify and hold harmless the Aerospace Management and Support P.C.C. Indemnified Parties from and against any and all claims, losses, damages, costs, expenses, and/or liability suffered or incurred and arising from or in relation to non-compliance with the requirements of this clause.
18.1 The Contract and all information including proprietary information or Know-how becoming available or coming into the possession or knowledge of either Party shall at all times be treated by the Parties as confidential and shall not be published, disclosed or circulated except (and only insofar as is necessary) in connection with the performance of the Parties’ respective obligations or exercise of their respective rights under the Contract, or as required by applicable law or regulations, or for the purpose of legal proceedings.
18.2 The provisions of clause 18 shall survive completion of performance of the Supplies or other termination of the Contract for whatever reason.
19. ENTIRE AGREEMENT The Contract comprised of these General Conditions, (together with the Special Conditions, if any), and the terms of the Proposal collectively constitute the entire agreement between the Parties in relation to the subject matter of the Contract, No addition to or variation of any of
them after the Effective Date shall have any effect unless in writing and signed by persons duly authorized on behalf of each of the Parties.
20. LAW & JURISDICTION
20.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Greece.
20.2 The Parties irrevocably agree that the courts of Greece shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
1. DEFINITIONS & INTERPRETATION
|Additional Work||Means any service(s) rendered by Aerospace Management and Support P.C.C. at the Customer’s written request, which is/are not included in the priced work described in the Proposal, including but not limited to services provided in relation to defect(s), non- or malfunction(s) that become apparent in the course of or by reason of performance of the Services and which may be referred to in the Proposal as “emergent work”.|
|Aircraft||means the aircraft more specifically identified in the Proposal (and/or any annexure thereto) including its Equipment and documentation.|
|Business Day||A day other than a Saturday, Sunday or public holiday in Greece, when the clearing banks in Greece are open for business.|
|Component||Means a component or accessory, which can typically be removed and exchanged at a line maintenance or base maintenance level and is covered by its own component maintenance manual.|
|Contract||Means the contract between Aerospace Management and Support P.C.C. and the Customer for the provision of Supplies / Services.|
|Customer||Means any person, firm or body corporate buying or offering to buy goods and services from Aerospace Management and Support P.C.C., including the person to whom the Proposal is addressed.|
|Customer Property||Means any item on-board the Aircraft, which does not form part of the Aircraft and is not the property of Aerospace Management and Support P.C.C.; together with any other goods or property of the Customer (including Goods, title to which has passed to the Customer in accordance with these Conditions).|
|Effective Date||Means the date on which the Contract comes into effect,|
|Engine(s)||Means (unless expressly specified otherwise) the engine(s) while fitted to the Aircraft.|
|Equipment||Means, individually or collectively as the context requires, any piece, Part, Component, accessory, Engine or other module assembly or sub-assembly, furnishing or other equipment of any kind, which is installed in or attached to the Aircraft.|
furnishing or other equipment of any kind, which is installed in or attached to the Aircraft.