AEROFLAKE GENERAL AND SPECIAL TERMS AND CONDITIONS

 

GENERAL TERMS AND CONDITIONS

 

1.Application of the General Terms and Conditions

 AEROFLAKE’s services are governed by these general conditions.

Unless formally accepted in writing by the General Management of AEROFLAKE, no special conditions may prevail over the General Terms and Conditions of Sale. Any condition to the contrary imposed by the Customer will therefore be unenforceable against AEROFLAKE, unless expressly accepted.

The fact that AEROFLAKE does not require the application of any one of these conditions at any time cannot be interpreted as a waiver of the right to require the application of any of these conditions at a later date.

2.Formation of the contract

 Any order placed requires prior agreement between AEROFLAKE and the Customer and must be the subject of an order confirmation.

Any quote issued by AEROFLAKE is subject to the availability of parts.

Any quote issued by AEROFLAKE will therefore be null and void:

• If the parts are unavailable, even though the quote has been accepted by the Customer,
• in the absence of acceptance by the Customer, within the period stated in the quote or, if not indicated in the quote, within five (5) days of its issue (date shown on the quote).

3.Changes to the order

 Any changes made to the order after its acceptance presupposes the express prior agreement of AEROFLAKE. Changes made after acceptance of the order may nevertheless:

– result in additional costs, which will then be indicated to the purchaser;

– extend the delivery time for the order in question.

Any cancellation of an order by the Customer engages its responsibility and obliges it to compensate AEROFLAKE for its disbursements and lost profits for the goods being manufactured, being repaired or already repaired.

4.Delivery

4.1.Delivery times

Delivery times are given as an indication only and any delays do not entitle the Customer to cancel the sale, refuse the goods or claim compensation or damages.

4.2.Place and method of delivery

4.2.1.Delivery

The incoterm applicable to the sale or service is defined between the Customer and AEROFLAKE prior to the sale. The minimum quantity delivered will depend on the geographical export area served and the means of transport used.

4.2.2.Transfer of risks

4.2.2.1.For sales or services to a Customer located in mainland France

For sales or services in mainland France

The delivery of the products will be made Carriage Paid or Ex Works.

Carriage paid sales

The transfer of risks on the Products sold by AEROFLAKE takes place as soon as the Products are unloaded on the premises of the Customer or its service provider.

Ex works sales

Products may not be collected by the Customer or its representative without the express prior agreement of AEROFLAKE

In this case, the products are deemed to be delivered as soon as they are made available to the Customer in our warehouses. Loading will be done under the sole responsibility of the Customer. In particular, products travel at the Customer’s risk.

The Customer shall bear the risks that it may suffer or cause, for whatever reason, despite the application of Article 13.

4.2.2.2.For sales or services to a Customer located abroad

For sales or services abroad, the transfer of risks and costs will be carried out in accordance with the CCI Incoterm stipulated in the contract, latest version in force at the time the offer is drawn up or the order validated.

4.3.Reception

Customers are strongly advised to check their packages in the presence of the carrier, as no replacement will be accepted in the event of material damage if the facts have not been clearly noted on the carrier’s receipt.

In the event of damage, delays or missing goods, the Customer is required to record any disputes and reservations with the carrier on the receipt document and must date and sign it and have it countersigned by the carrier or its driver.

The Customer must confirm its reservations and disputes by registered letter within 3 days, in accordance with the provisions of Article L. 133-3 of the French Commercial Code. A copy must be sent to AEROFLAKE within the same deadlines.

Compliance with this formalism is necessary to engage the liability of the transport provider. Otherwise, any consequences of such non-compliance will be borne exclusively by the Customer, which the latter expressly accepts.

The existence of reservations expressed by the Customer does not suspend payment of invoices in accordance with the payment deadlines they indicate.

No returns of defective products will be accepted if the precautions for use have not been observed.

It is up to the Customer to provide any justification as to the reality of the defects or anomalies observed. It must give AEROFLAKE every opportunity to ascertain and remedy these defects. It will refrain from intervening itself or having a third party intervene for this purpose.

5.Return procedure

 Any return of products affected by a defect must be the subject of a formal agreement between AEROFLAKE and the Customer. If the return is accepted, AEROFLAKE will send the Customer an authorisation number.  Any product returned without this agreement and the authorisation number will be held at the Customer’s disposal and will not give rise to the issue of a credit note but to handling costs equal to 5% of the price. The costs and risks of the return are always borne by the Customer.

In the absence of a defect attributable to AEROFLAKE, no returns will be accepted.

6.Warranty – Liability

Products are delivered with a contractual warranty for the period specified in the quote, from the date the order is sent (i.e. the date the goods are handed over to the carrier). The warranty only applies to repairs carried out by the approved workshop on the part (repairs notified in the part release certificate or in its repair report).

The Customer must notify us in writing within three (3) days of any defects existing at the time of delivery and revealed after receipt of the products. No notification will be taken into account if it is made more than three (3) clear days after delivery of the products or revelation of the lack of conformity.

The warranty is expressly limited, at AEROFLAKE’s discretion, to the repair or replacement of parts recognised as defective by AEROFLAKE, including labour, or the issue of a credit note for the value of the purchase price.

Interventions under the contractual warranty shall not have the effect of extending the duration of the warranty if the period of immobilisation is less than or equal to 6 days. However, any period of immobilisation of the equipment of at least 7 days (inclusive) shall be added to the duration of the warranty that remained to run on the date of the Customer’s request for service or of the equipment in question being made available for repair, if this is subsequent to the request for service. The presentation of a photocopy of the purchase invoice will be strictly required when the warranty claim is made.

Products must be returned in their original packaging to our workshops at the Customer’s exclusive expense.

Any claim must include details of the use of the item, where it was used, how often it was used or any other information that may be relevant to the return of the item.

7.Repair

Beyond the warranty period, the cost of repairing returned equipment shall be borne by the Customer. If the returned product is deemed repairable by AEROFLAKE, a quote will be sent to the Customer. The reshipping costs will be borne by the Customer.

8.Warranty exclusions

Defects and damage caused by natural wear and tear or external accidents (incorrect assembly, faulty maintenance, abnormal use, etc.), or by technical intervention by a third party are excluded from the warranty.

The warranty applies only to repairs carried out by the authorised workshop on the part (repairs notified in the part release certificate or in its repair report) and does not cover other elements of the part.

AEROFLAKE can under no circumstances be held responsible for the loss or alteration of data or programmes present on computer equipment, whether the products are under warranty or not. Customers are reminded that it is their sole responsibility to check their equipment regularly.

Similarly, the warranty will only apply if the purchaser is up to date with its payments to AEROFLAKE, whatever the cause.

In any event, in the event of AEROFLAKE being held liable, its liability will be limited to the repair or replacement of parts recognised as defective by AEROFLAKE, including labour, or the issue of a credit note for the value of the purchase price. Under no circumstances will AEROFLAKE be obliged to compensate for non-material or indirect damage such as: operating losses, loss of profit, loss of opportunity, commercial loss, loss of earnings, etc.

9.Prices

Our prices are net, exclusive of tax and delivery charges, in euros or US dollars.

Any taxes, exchange charges, duties or other fees payable in application of French regulations, or those of an importing country or a transit country, shall be borne by the Customer.

10.Terms of payment

The terms of payment will be stipulated in the quote. Cash payment may be required for any order.

For any order, the customer company must request the opening of an account and provide AEROFLAKE with its bank details, an extract of its certificate of incorporation, its last simplified balance sheet and a letterhead indicating its SIRET number for France and intra-community VAT number for the European Union. AEROFLAKE will study its file and issue an « account opening » document indicating the method of payment required and the agreed payment terms. All payments must be made payable to AEROFLAKE.

No discount is accepted for cash payment.

11.Late payment or non-payment

In the event of late payment, AEROFLAKE may suspend all current orders, without prejudice to any other course of action.

For any late payment, AEROFLAKE will apply an interest rate equal to the refinancing rate of the European Central Bank in force on the due date of the invoice, plus 10 points applied from the due date of the outstanding amount until the day of full payment of this amount.

This interest will run from the due date until payment.

In the event of non-payment, after a formal notice has remained unsuccessful, the sale will be automatically terminated by the seller which may apply in summary proceedings for the return of the products, without prejudice to any other damages it may claim. Similarly, where payment is to be made in instalments, non-payment of a single instalment will result in the entire debt becoming immediately due and payable, without formal notice. In addition, in the event of a formal notice for recovery, the fixed indemnity to be paid by the Customer in this respect is €40.

If these recovery costs (in particular bailiffs and lawyers) exceed €40, they may be invoiced to the Customer for the actual amount, on presentation of supporting documents. Under no circumstances may payments be suspended or offset without the prior written agreement of AEROFLAKE.

12.Payment method

Cash payments are not accepted.

For France: bank transfer or credit card.

For foreign countries: SWIFT transfer or bank card.

13.Application of retention of title

AEROFLAKE reserves ownership of the goods delivered until full payment of the price and its accessories (including any penalties) as well as full performance by the Customer of all its obligations.

The mere delivery of a cheque, bill of exchange or any other instrument evidencing an obligation to pay does not constitute payment within the meaning of these provisions.

If the Products subject to retention of title have been resold by the Customer, AEROFLAKE’s claim will automatically be transferred to the claim for the price of the Products thus sold by the Customer.

The Customer hereby assigns to AEROFLAKE all claims arising from the resale of unpaid Products subject to retention of title.

For the duration of the retention of title as custodian, the risks having been transferred under the conditions referred to in article 4.1.2 above, the Customer must insure the goods against all risks of damage or liability, and in particular take out product liability insurance on behalf of AEROFLAKE and at its own expense.

The Customer undertakes to allow the goods delivered to be identified and reclaimed at any time. By express agreement, goods in stock with the purchaser are deemed to relate to the unpaid invoices.

The Customer, authorised to resell the products delivered in the normal course of its business, is obliged to immediately inform AEROFLAKE of the seizure, for the benefit of a third party, of the products delivered subject to retention of title. The Customer shall also refrain from pledging or transferring ownership of the products as collateral.

14.Confidentiality

The studies, plans, drawings and other documents provided or sent by AEROFLAKE remain its property: they are transmitted under the seal of confidentiality even if there is no explicit mention of this on the document itself. They cannot therefore be communicated to third parties for any reason whatsoever by the purchaser, unless expressly authorised in writing by the Management of AEROFLAKE.

15.Attribution of jurisdiction

All contracts and orders accepted by the seller are governed exclusively by French law. Only the French version of these GTCS will be binding between the parties. By express agreement, the courts of Chambéry have exclusive jurisdiction, even in the event of incidental claims, the introduction of third parties or multiple defendants. The various shipping or payment methods, the terms or acceptance of payment, as well as the place of delivery shall not constitute novation or derogation from this jurisdiction clause.

16.Data protection

The personal information collected by AEROFLAKE via the quote or order (surname, first name, address, telephone number, email address, etc.) is recorded in its customer file and is mainly used for the proper management of relations with the Customer and the processing of orders.

The personal information collected will be kept for as long as necessary until the contract is executed, unless:

– the GDPR regulation requires that data should no longer be used for canvassing purposes for more than 3 years from the end of the relationship with the Customer, except with the Customer’s prior consent.

In the event that the data has been transmitted by a third party, with the prior agreement of the Customer, it must not be kept for more than 3 years from the date of communication or the last contact with the Customer.

• A longer retention period is authorised or imposed by a legal or regulatory provision.
• Under the conditions set out below, the Customer has exercised one of the rights granted to it by law.

Access to personal data is strictly limited to AEROFLAKE employees and agents who are authorised to process it as part of their duties. The information collected may be communicated to third parties with which the company has entered into a contract for the performance of subcontracted tasks necessary to manage the order without the Customer’s authorisation being required. It is specified that, in the context of the performance of their services, third parties have only limited access to the data and are contractually obliged to use it in accordance with the provisions of the applicable data protection legislation. Apart from the cases stated above, AEROFLAKE undertakes not to sell, rent, transfer or give access to third parties to data without the Customer’s prior consent, unless forced to do so for a legitimate reason (legal obligation, fight against fraud or abuse, exercise of the rights of defence, etc.).

 

SPECIAL CONDITIONS – REPAIR ACTIVITY

 

17.Formation of the contract

If the Customer does not follow up on the quote, the costs of transport, cleaning or any other costs incurred for the issuance of the quote will be billable to the Customer.

The list of operations to be performed is drawn up on the basis of information provided by the Customer, before dismantling and detailed examination of the equipment by AEROFLAKE’s approved partner subcontractors, to which AEROFLAKE will subcontract all or part of the service, which the Customer expressly accepts.

Services not included in the initial quote will give rise to the issue of an additional quote submitted to the Customer.

18.Lead times

Lead times are given for information only and any delays do not entitle the Customer to cancel the contract or to claim compensation or damages.

19.Warranty

AEROFLAKE guarantees the Customer that the repair has been carried out in accordance with professional standards.  The warranty applies exclusively to the work carried out.

For the period indicated in the quote, from the delivery of the equipment to the Customer, AEROFLAKE will, at its discretion, repair or replace parts for which the defect is clearly the result of a defect in the machining material which is attributable to AEROFLAKE.

For the warranty to apply, the defect or malfunction of the equipment must be reported by the Customer within 48 working hours of its appearance.

The warranty does not apply to replacements or repairs resulting from normal wear and tear of the equipment, faults committed by the Customer in the installation or maintenance of the equipment.

The warranty due by AEROFLAKE will be limited to the stipulations of this article and shall not extend to compensation for any other damage or costs whatsoever resulting directly or indirectly from a malfunction.

AEROFLAKE cannot be held liable for a lack of regulatory conformity of the repaired equipment.

20.Liability

AEROFLAKE cannot be held liable in any way:

–        In the event of intervention by a third party on the repaired equipment after the repair work,

–        If the Customer fails to comply with the manufacturer’s instructions for use or if there is an assembly error,

In any case, the responsibility of AEROFLAKE will be limited to the repair of the equipment or its replacement.

21.Prices

The price stated in the quote includes the cost of the packaging required, taking into account the means of transport used, to return the repaired equipment to the Customer.

 

SPECIAL CONDITIONS – EXCHANGES PLUS COSTS

 

22.Definition of the service

AEROFLAKE offers the Customer:

• To take back the damaged part for repair by AEROFLAKE’s approved partner subcontractors, to which AEROFLAKE will subcontract all or part of the service, which the Customer expressly accepts. The costs of repair being the responsibility of the Customer and,
• To sell it a similar part, new or used and overhauled (which will be specified in the quote), at a reduced price specified in the quote.

23.Formation of the contract

AEROFLAKE will send the Customer a quote specifying the selling price of the part.

The proposed price is subject to:

• Shipment by the Customer at its own expense (under the DDP incoterm), of the damaged part, with an identical reference (part number) to the part sold by AEROFLAKE, within a maximum of 10 days following receipt by the Customer of the part sold by AEROFLAKE,
• The sending by the Customer, within the aforementioned maximum period of 10 days, of the following documents:
• The completed part return form provided by AEROFLAKE,
• The duly completed declaration of non-incident,
• The duly completed ATA 106 form or any other equivalent document.
• The payment by the Customer of the cost of repairing the damaged part.

24.Prices

Payment of a deposit as stated in the quote under the heading « core charge » may be required for all orders.

The Customer is liable for the price of the equipment as specified in the quote, as well as the repair cost plus 10%, which will be the subject of a separate invoice, payable in cash.

If:

• the Customer fails to return the damaged part within the period specified in Article 23, or,
• the damaged part cannot be repaired,

the price invoiced to the Customer will be equal to the price of the part as stated in the quote under the heading « value of the part » and not the reduced price.

Also, if the total amount of the repair costs plus the reduced price of the equipment is greater than the price of the part as stated in the quote under the heading « value of the part », the price invoiced to the Customer will be equal to the price of the part as stated in the quote under the heading « value of the part » and not to the reduced price.

Example:

• Reduced price: €5,000
• « Value of the part » price: €9,000
• Amount of the repair work: €6,000

Price invoiced to the Customer: €9,000.

 

SPECIAL CONDITIONS – FLAT RATE EXCHANGES

 

25.Definition of the service

AEROFLAKE offers the Customer:

• To take back the damaged part for repair by AEROFLAKE’s approved partner subcontractors, to which AEROFLAKE will subcontract all or part of the service, which the Customer expressly accepts.
• To sell it a similar part, new or used and overhauled (which will be specified in the quote), at a reduced price specified in the quote.

26.Formation of the contract

The quote issued by AEROFLAKE specifies a fixed price including the sale of the part by AEROFLAKE to the Customer and the return of the damaged part.

The proposed price is subject to:

• The shipment by the Customer at its own expense (under the DDP incoterm), of the damaged part, with an identical reference (part number) to the part sold by AEROFLAKE, within a maximum of 10 days following receipt by the Customer of the part sold by AEROFLAKE,
• The sending by the Customer, within the aforementioned maximum period of 10 days, of the following documents:
  • The completed part return form provided by AEROFLAKE,
  • The duly completed declaration of non-incident,
  • The duly completed ATA 106 form or any other equivalent document.
• The fact that the cost of the repair work is less than the ceiling indicated in the quote.

In the event that the cost of the work reaches the ceiling, the Customer will bear the repair costs up to the trade-in value of the equipment as stated in the quote.

If the costs of repairing the equipment taken back turn out to be higher than the value of the equipment taken back as stated in the quote, the price invoiced to the Customer will be equal to the price of the new part as stated in the quote under the heading « new value of the part » and not to the reduced price.

Example:

• Reduced price: €5,000
• « Value of the part » price: €15,000
• Fixed repair price: €2,000 with a repair ceiling of €6,000

If the repair costs exceed €6,000 on the damaged part, the Customer shall bear the repair costs paid/borne by AEROFLAKE, increased by 10%, on presentation of supporting documents.

If the repair costs exceed €15,000, the damaged part will not be repaired and the Customer will owe AEROFLAKE the sum of €15,000 in payment for the delivered part and not the sum of €5,000.

27.Prices

The Customer is liable for the price of the equipment as specified in the quote.

If:

• the Customer fails to return the damaged part within the period specified in Article 26 above, or,
• the damaged part cannot be repaired,
• if the cost of repairing the equipment taken back exceeds the trade-in value of the equipment as stated in the quote,

the price invoiced to the Customer will be equal to the price of the new part as stated in the quote under the heading « new value of the part » and not the reduced price.