AERO PACIFIC INDUSTRIES LIMITED
Aero Pacific Industries Limited: – Terms and Conditions "Aircraft Support Items" means spare parts, ground support equipment, services of repair and overhaul, repair kits, reports, data, and specification etc. for the Aircraft. "Aero Pacific Industries Limited" means Aero Pacific Industries, a division of Aero Pacific Industries Limited. The terms and conditions in this section shall govern purchases of Aircraft Support Items from AERO PACIFIC INDUSTRIES LIMITED and shall be incorporated into any Purchase Order(s) issued to AERO PACIFIC INDUSTRIES by you for Aircraft Support Items. The placement of an order by you shall constitute your acceptance of the terms and conditions in this section. Any terms or conditions proposed by you inconsistent with or in addition to these terms and conditions shall be void and of no effect, unless specifically agreed to by Aero Pacific Industries Limited.
Taxes:- The prices set forth in individual Purchase Orders issued by you for Aircraft Support Items shall include all local taxes imposed by Guernsey's local government or any agency, authority or department thereof. Such prices do not include any taxes, import duties or similar fees which may be levied or imposed upon the Aircraft Support Items or this Agreement or transaction by any other country, state, local or equivalent government, or any agency, authority or department thereof. Any such taxes, import duties or similar fees levied or imposed by any other government or any agency or department thereof shall be your sole responsibility. Therefore, any such taxes, import duties or similar fees will be added to the price of the Aircraft Support Items unless you provide AERO PACIFIC INDUSTRIES LIMITED with an appropriate exemption certificate. You agree to indemnify and hold AERO PACIFIC INDUSTRIES LIMITED harmless from and against the payment or imposition of any such taxes, import duties or similar fees.
Delivery:- Delivery terms shall be EX Works, AERO PACIFIC INDUSTRIES LIMITED warehouse. Partial and immediate delivery of Aircraft Support Items shall be permitted at AERO PACIFIC INDUSTRIES LIMITED sole discretion. Title and risk of loss with respect to Aircraft Support Items shall pass to you upon delivery a Aero Pacific Industries Limited warehouse, of said Aircraft Support Items to you or upon delivery to the shipping carrier. When an order is for two or more items AERO PACIFIC INDUSTRIES LIMITED may, at its discretion, ship either in lots or in a single shipment.
Delivery Delays:- Delivery and shipping dates are estimates. Under no circumstances will AERO PACIFIC INDUSTRIES LIMITED be liable for any delay or failure in the delivery of Aircraft Support Items, or for any damages suffered by you by reason of such delay or failure, when the delay or failure is directly or indirectly caused by or in any manner arises from acts of God; acts of public enemies, the elements; fires; floods; accidents; riots; wars; actions or inactions of government; acts of terrorism; labour difficulties; inability to secure, delay in securing or shortages of raw materials, labour, fuel, power or transportation, delay or failure of any supplier; breakdown or destruction of plant or equipment arising from any cause whatsoever; or any other cause or causes (whether or not similar in nature to any of those specified) beyond AERO PACIFIC INDUSTRIES LIMITED'S reasonable control. In no event will AERO PACIFIC INDUSTRIES LIMITED liable for any consequential damages, incidental damages, damages for loss of use or damages for loss of profits for any delay or failure in delivery regardless of the reason.
Prices and Payment: - Prices quoted are for in stock parts only and prices for backordered parts may be subject to change. All orders are accepted subject to AERO PACIFIC INDUSTRIES LIMITED price in effect at time of shipment. Payment is due immediately upon receipt of Pro Forma billing or by due date shown on the AERO PACIFIC INDUSTRIES LIMITED'S invoice. In no event shall you set off any payment due with any claim AERO PACIFIC INDUSTRIES LIMITED owes you, whether related to this purchase or any other transaction. Your payments shall be made by either debit or credit card or directly to AERO PACIFIC INDUSTRIES bank account, as shown on the Pro Forma billing or the AERO PACIFIC INDUSTRIES LIMITED invoice. If any payment due to AERO PACIFIC INDUSTRIES LIMITED from you is delayed by more than thirty (30) calendar days beyond the date of invoice, then the balance due is subject to interest at a rate of 5% times the outstanding invoice during the period of time such payments remain unpaid.
Changes:- AERO PACIFIC INDUSTRIES LIMITED shall have the right, without your consent, to make changes in the Aircraft Support Items and to substitute equivalent equipment, accessories or material where such changes or substitutions are deemed necessary by AERO PACIFIC INDUSTRIES LIMITED; provided that such changes or substitutions shall not adversely affect the price, time of delivery or performance of the Aircraft support Items, nor significantly affect its design, performance, weight or balance; and provided further that, in the event such changes or substitutions are for any reason not accepted by you shall be permitted to return the changed or substitution equipment, accessories or material to AERO PACIFIC INDUSTRIES LIMITED and receive a full credit against its purchase of them provided that the changed or substitution equipment, accessories or material has not been installed on any aircraft, in which event any right of repair or return shall be governed by the AERO PACIFIC INDUSTRIES LIMITED'S limited warranty described below. AERO PACIFIC INDUSTRIES LIMITED will advise you of any changes to Aircraft Support items ordered you and will provide the reasons for such change. AERO PACIFIC INDUSTRIES will notify you of any such changes and the reasons for the changes as soon as reasonably possible and will endeavour to do so prior to delivery of the items. AERO PACIFIC INDUSTRIES LIMITED'S notice to you may be provided by mail, telephone or by e-mail.
Paperwork Provided:-AERO PACIFIC INDUSTRIES LIMITED will supply manufacturer's certifications for Aircraft Support Items. Lot or batch numbers are not provided unless the Aircraft Support Item is a colour or serialized part.
Entire Agreement:- These terms and conditions and the purchase order to which they are attached represent the entire agreement between AERO PACIFIC INDUSTRIES LIMITED and you with respect to this subject matter and supersedes all prior oral and written understandings and agreements between you and AERO PACIFIC INDUSTRIES LIMITED.
Amendments:- Any extensions, amendments, modifications or supplements to these terms and conditions and /or the purchase order to which they are attached must be in writing.
Damages:- TO THE EXTENT ALLOWED BY LAW, DIRECT AVIATION PARTS AND DISTRIBUTION SHALL NOT BE LIABLE FOR ANY GENERAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOSS OF USE, LOSS OF PROFITS OR DIMINUTION OF MARKET VALUE, AND AERO PACIFIC INDUSTRIES LIMITED SHALL NOT BE LIABLE FOR ANY DAMAGES CLAIMED BY YOU OR ANY OTHER PERSON OR ENTITY UPON THE THEORIES OF NEGLIGENCE OR STRICT LIABILITY IN TORT AS A RESULT OF AERO PACIFIC INDUSTRIES LIMITED'S PERFORMANCE UNDER THESE TERMS AND CONTITIONS AND THE PURCHASE ORDER TO WHICH THEY ARE ATTACHED.
Governing Law and Venue:-The laws of Guernsey, as effective and in force on the date of the Purchase Order to which these terms and conditions attach shall govern and construe any and all issues relating to the sale of the Aircraft Support Items by AERO PACIFIC INDUSTRIES LIMITED to you. Venue or the place in which you may bring a lawsuit for disputes about these terms and conditions shall be in the Island of Guernsey. By ordering Aircraft Support Items you agree to such jurisdiction and venue, and you give up the right to select venue in any other forum.
Export:-Any subsequent export or re-export of the Aircraft Support Items shall be accomplished in accordance with all applicable Guernsey export laws and regulations, including The Import & Export of Goods (Control) (Guernsey) Law 1946, as amended. In connection with and without limiting the general applicability of the foregoing, you shall not export or re-export the Aircraft Support Items to national of prohibited countries or to any persons unless the necessary export licenses have been obtained. In the event you export the Aircraft Support Items, AERO PACIFIC INDUSTRIES LIMITED will not be designated the exporter of record. You indemnify AERO PACIFIC INDUSTRIES LIMITED from and against the consequences of your failure to comply with Guernsey's export laws and regulations.
AERO PACIFIC INDUSTRIES LIMITED (API), LIMITED WARRANTYAll AERO PACIFIC INDUSTRIES LIMITED parts, are covered by the following LIMITED WARRANTY, which gives Buyer specific legal rights. The Law of Guernsey applies to this warranty.
A. AERO PACIFIC INDUSTRIES LIMITED (API), LIMITED WARRANTY
- API provides a warranty of three (3) months from the date of dispatch from API facility for New Surplus, Overhauled, Rebuilt, Repaired and Serviceable parts. Subject to the limitation and conditions hereinafter set forth, API warrants, at the time of delivery by API, all parts to be free from (i) defects in material or workmanship and (ii) defect in design that in view of the state-of-the –art as of the date of manufacture should have been foreseen; provided, however, that the defect must be discovered and reported within three (3) months of date of purchase for New, Overhauled, Rebuilt, Repaired and Serviceable parts.
The entire extent of API liability shall be limited to that of either reimbursing Buyer for its costs of purchasing a Rebuilt, Overhauled, Repaired or Serviceable part from either API or a company of election by API. If API elects not to repair the part and if neither a Rebuilt, Overhauled, Repaired or Serviceable part is, in API opinion, timely available then API will reimburse Buyer for its costs of purchasing a new part from API. The flat rate labour necessary to remove from the Airplane such part and to reinstall in the Airplane such part, shall be covered by this Limited Warranty, provided the work is completed with a company of API's election. The part to be replaced must in all instances be returned, shipping prepaid to AERO PACIFIC INDUSTRIES LIMITED unless otherwise directed by AERO PACIFIC INDUSTRIES LIMITED. API LIMITED WARRANTY will apply to any part repaired or replaced by a properly elected company of API'S choice
Warranty: however, the applicable warranty for such a part repaired or replaced shall be limited to the unexpired portion of API LIMITED WARRANTY described in paragraph (1) above, as applicable. In other words, the warranty period of the part repaired or replaced does not start over from the date of reinstallation.
B. LIMITATION APPLICABLE TO AERO PACIFIC INDUSTRIES LIMITED, LIMITED WARRANTY
- API will be relieved of all obligations and liability under this warranty if:
- The alleged defect in the part is due to misuse or negligence on the part of someone other than API; or
- API identification mark or name or serial number has been removed from the part in question; or
- The Airplane and /or equipment have not been maintained, operated or stored either in accordance with applicable manuals, communications or other written instructions of AERO PACIFIC INDUSTRIES LIMITED or any manufacturer of the part involved, or in accordance with applicable National Airworthiness Authority and advisory circulars unless Buyer shows that such maintenance, operation or storage was not a contributory cause of the defect; or
- The part has been modified or altered after delivery other than by the Manufacturer or in accordance with a modification or alteration scheme approved in writing by the Manufacture. In addition, any part or system of the aircraft affected by a modified or altered part will not be covered by API'S Limited warranty; or
- The part is used on the Airplane for purposes other than conventional owner/operator usage and exceeds 1000 total part hours. Usage not considered owner/operator includes, but is not limited to, scheduled airline, shared ownership fleet, government/military or special mission operations and flight/pilot training operations; or
- For the purpose of this Limited Warranty, no part or equipment will be regarded as breaching the LIMITED WARRANTY merely because, subsequent to its delivery, some modification or alteration becomes necessary for product improvements or in order to meet a change in the requirements of any applicable National Airworthiness Authority.
- BUYER WAIVES AS TO SELLER AND API ALL OTHER WARRANTIES, WHETHER OF MERCHANTABILITY, FITNESS OR OTHERWISE. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF.
- THE OBLIGATIONS OF API SET FORTH HEREIN SHALL BE THE EXCLUSIVE REMEDIES FOR ANY BREACH OF WARRANTY HERE-UNDER, AND, TO THE SAME EXTENT, NEITHER API NOR SELLER SHALL BE LIABLE FOR ANY GENERAL, CONSEQUENTIAL OF INCIDENTAL, DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR DIMINUTION OF MARKET VALUE, LOSS OF USE OR LOSS OF PROFITS, OR ANY DAMAGES TO THE AIRPLANE CLAIMED BY THE BUYER OR ANY OTHER PERSON OR ENTITY UPON THE THEORIES OF NEGLIGENCE OR STRICT LIABILITY IN TORT.
- ANY ACTION BY BUYER FOR BREACH OF THIS WARRANTY BY EITHER API OR THE PART SELLER MUST BE COMMENTCED WITHIN THIRTY (30) DAYS AFTER THE CAUSE OF ACTION ACCRUES. THE CASUE OF ACTION ACCRUES WHEN THE BUYER FIRST LEARNS THAT THE WARRANTY HAS BEEN BREACHED.