Terms of Business

COMPTON AVIATION LIMITED

TRADING AS “AIRTIME”

Standard Terms & Conditions of Trading

These Terms and Conditions apply to all contracts for the sale of goods or the supply of services by Compton Aviation Limited (“Airtime”) to the exclusion of all other terms, conditions, warranties and representations, whether oral or written, express or implied.

These terms and conditions shall prevail over any terms and/or conditions in the Customer’s order or any other document or communication issued by the Customer or implied by trade usage, custom, practice or course of dealing. No variation of these terms and conditions shall be effective unless agreed in writing by an authorised representative of Airtime.

 

THE CUSTOMER’S ATTENTION IS DRAWN PARTICULARLY TO CONDITIONS 7 AND 8 WHICH EXCLUDE OR LIMIT AIRTIME’S LIABILITY.

1. Definitions
In these Terms and Conditions

(a) "Customer" means any person, firm or corporate body buying or offering to buy Goods and Services from Airtime,

(b) “Customer’s Property” means Goods supplied by the Customer to Airtime (including all accompanying log books and documents) in order to receive or be quoted for the Services;

(c) “Goods” means an aircraft, or in relation thereto, any piece, part, component, accessory, module, furnishing or other equipment of any kind which is installed in or attached thereto;

(d) “Services” means any work performed by Airtime on or in relation to Goods delivered to the Customer and includes the hangarage or storage by Airtime at the request of the Customer of any Goods.

 

2. Price

(a) Airtime’s estimates, quotations or price lists do not constitute an offer. No order is deemed to be accepted nor any contract made with Airtime unless an acknowledgement of such an order or contract has been made by Airtime and, in any case, Airtime may, in its absolute discretion, refuse to accept any order. Each separate order shall constitute a separate binding contract governed by these conditions.

(b) Any quotation given by Airtime shall be valid for a maximum period of 30 days. Airtime reserves the right to withdraw or vary the same without notice to the Customer.

(c) The prices do not include any taxes, duties, levies, import or export charges or similar charges (including without limitation VAT but excluding any tax on Airtime’s income) payable in connection with the provision of the Services, all of which the Customer shall pay on demand to Airtime.

(d) Where, upon further investigation or examination during the provision of the Services, it becomes apparent that further work is required beyond that initially agreed with the Customer Airtime shall submit an estimate for such further work. The Customer’s acceptance of Airtime’s estimate for such further work shall constitute a contract governed by these conditions. If the Customer does not wish such further work to be undertaken, Airtime may invoice the Customer in respect of the Services completed and reassemble and package any Customer Property for delivery to the Customer.

 

3. Payment

(a) Unless Airtime has agreed a different credit period, payment of Airtime’s invoices shall be made in the currency stated therein without any deduction, counterclaim, withholding or set-off whatsoever within 30 days of the date of the invoice.

(b) Airtime shall be entitled at any time to require advance payment on account of the Services to be provided and materials and parts to be provided (but not paid for by the Customer). If such payment on account is not forthcoming, Airtime shall not be bound to perform the Services. Any such advance payment shall be treated as security for completion of the transaction to which it relates and may be retained by Airtime if the Customer fails to pay the price due in full or fails to take delivery otherwise than as a result of Airtime's default.

(c) Time for payment shall be of the essence. If any payment becomes overdue Airtime may, without prejudice to its other rights, charge interest at 5% above the base rate of Natwest Bank plc to run from the due date for payment until Airtime receives the full amount, whether before or after judgment

(d) If the Customer disputes an invoice in good faith it shall provide Airtime with written details of the disputed element within 30 days of the date of the invoice and at the same time pay the undisputed part. Failure to comply shall result in deemed acceptance by the Customer of an invoice.

 

4. Delivery

(a) Any delivery or completion date quoted by Airtime is only Airtime's best estimate. Airtime fulfils its obligation to deliver when it makes the Goods available to the Customer or its carrier for collection at a specified Airtime facility and gives notice thereof to the Customer. Risk in the Goods shall pass to the Customer on delivery.

(b) If so requested by the Customer, Airtime may arrange transportation of the Goods or Customer's Property to any place other than the place specified at 4(a) above and/or apply (at Customer’s cost) for any permits or approvals specified by the Customer, but the Customer will always be responsible for their issue or renewal. All such transportation will be at the Customer's cost and risk. Where, however, Airtime itself performs the transportation of such goods, Airtime will, at its sole option, credit the cost of the relevant Goods and/or Services or repair or replace the subject Goods if such Goods are lost or damaged during transportation as a result solely of Airtime's negligence.

(c) Airtime may make a reasonable charge for storage and preservation of any Goods or Customer's Property which the Customer fails to collect within 28 days of notice given pursuant to condition 4 (a) or which Airtime retains pursuant to Conditions 6 or 12 below.

(d) Where Goods are delivered by instalment, such goods as are included in each delivery are deemed to be sold under a separate contract. Any non-delivery, shortage in delivery or any claim by the Customer in respect of any delivery shall not entitle the Customer to reject any balance of Goods or Services ordered.

 

5. Passing of Title

(a) Airtime shall retain title to Goods supplied to the Customer until payment in full has been received by Airtime. Until title to the Goods passes to the Customer, the Customer shall keep the Goods separately and readily identifiable as the property of Airtime and the Customer will notify Airtime (at Airtime’s request) of their whereabouts at any time.

(b) Any resale by the Customer of Goods in which title has not passed shall (as between Airtime and the Customer only) be made by the Customer as agent for Airtime.

(c) The Customer shall immediately notify Airtime of the whereabouts of the Goods if Airtime notifies the Customer that the Customer is in breach of any of the terms of an agreement incorporating these conditions or if Airtime considers, for any reasonable cause, that the Goods are in jeopardy, or on the happening of any of the events set out in Condition 12. Forthwith upon receipt of such notice from Airtime, the Customer's authority to possess the Goods shall end automatically (without any requirement for notice or any other act) and all Goods which are the property of Airtime shall be immediately delivered to Airtime.

(d) Airtime shall be entitled to enter upon or into any land, buildings, vehicles or aircraft where the Goods or part of them are situated or are reasonably thought to be situated, and may take repossession of them at any time. If the Goods have been fitted to or fixed to an engine or aircraft, Airtime shall have the right to take possession of them and Airtime's title in the Goods shall not be affected by any stipulation or rule of law that the Goods have become part of an aircraft or equipment fitted thereto.

 

6. Lien

(a) Airtime is entitled to a general and particular lien on any of the Customer's Property (including accompanying technical records) that are in Airtime's possession for all amounts due from the Customer to Airtime under any contract, even though such Customer's Property may from time to time have been removed from Airtime's possession. Airtime is entitled to assume, until the contrary is proved, that such Customer's Property are the absolute property of the Customer or, if not owned by the Customer, that the Customer has authority to put them in Airtime's possession subject to these Terms and Conditions. Airtime may recover from the Customer all the costs and expenses of exercising such lien including (without limitation) storage charges.

(b) Subject to giving the Customer notice of not less than 28 days Airtime may sell to itself or a third party on such terms and at such price as it considers reasonable any of the Customer's Property in its possession. Where Airtime itself is the purchaser the price will be the amount specified in an independent third party valuation (a copy of which will be sent to the Customer). On completion of such sale, Airtime shall apply the proceeds of sale in total or partial satisfaction of all amounts due from the Customer to Airtime plus all costs and expenses incurred in connection with the sale including (without limitation) storage, legal and other professional costs and charges. Any shortfall between amounts due to Airtime and the proceeds of a sale shall be paid, on demand, by the Customer to Airtime and any excess between the two will be returned to the Customer.

 

7. Warranties

(a) Save as set out in this Condition 7 all Goods and Services are sold without any warranty whatsoever.

(b) Airtime warrants that it will perform all Services with reasonable care and skill in accordance with all applicable laws and regulations.

(c) If the Customer establishes to Airtime's reasonable satisfaction within [3] months, or during the first [100] hours of operation (whichever shall occur earlier) following delivery of the Goods that (fair wear and tear excepted) Airtime has breached the warranty contained in Condition 7(b) in relation to Services, Airtime shall credit the Customer with the price paid by the Customer for the Services in question or, at its option, repair or replace the subject Goods free of charge.

(d) Airtime’s obligations under Condition 7(c) shall not apply if the Goods concerned (i) have been subject to misuse or neglect; or (ii) have not been maintained and operated in accordance with any applicable manufacturer's manual or instructions applicable to such Goods; or (iii) have been repaired or altered without Airtime's prior approval.

(e) If a Customer’s claim made pursuant to Condition 7(c) is accepted by Airtime and rectification work carried out, the applicable Airtime warranty period specified in Condition 7(c) may, at Airtime’s sole discretion, be extended by the period of time taken to carry out such work. If such Customer’s claim is rejected Airtime shall be entitled to payment from the Customer for work carried out to investigate the claim.

(f) Airtime will assign to the Customer the benefit of any assignable warranties that have been given to Airtime by any manufacturer of Goods. Upon reasonable request and at the Customer's sole expense, Airtime shall give notice to any such other party of any such assignment, and shall give the Customer reasonable assistance, at the Customer's sole expense, in enforcing any rights of the Customer thus arising. Airtime will use its reasonable endeavours (at the Customer's request and expense) to enforce and utilise any third party warranties that are not assignable but which remain valid and existing after the Goods are delivered to the Customer.

(h) The warranties in Condition 7 are given in lieu of and replace, exclude and extinguish all and every condition, warranty or representation whatsoever whether express or implied by statute, common law, trade usage, custom and otherwise in respect of the quality or fitness for purpose, description of Goods, standard of Services/workmanship or otherwise. Additionally, the General Product Safety Regulations 1994 shall not apply to any Goods supplied for repair or reconditioning before use.

 

8. Limitation of Damages

(a) Save as provided in Condition 7 and to the extent permitted by law Airtime shall have no liability to the Customer for any losses or damages whether indirect or consequential including, without limitation, loss of profits, loss of revenue and increased costs resulting from defects in design, materials or workmanship or from any act or default of Airtime (whether negligent or otherwise). Airtime's aggregate liability to the Customer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the actual cost of the Goods and/or Services which give rise to such liability in respect of any occurrence or series of occurrences.

(b) Nothing in these Terms and Conditions shall exclude or restrict any legal liability of Airtime for death or personal injury resulting from the negligence of Airtime or restrict the obligations of Airtime under section 12 of the Sale of Goods Act 1979 or under the Consumer Protection Act 1987 or in respect of fraud.

 

9. Indemnities and insurances

(a) The Customer shall indemnify Airtime, its employees, agents, sub-contractors and associated companies (collectively, “the Indemnified Parties”) against all damages, losses, costs, claims or expenses (including reasonable legal fees) in respect of any liability of such parties towards a third party arising out of or in connection with any Goods or Services supplied by Airtime save to the extent such damages, losses, costs, claims or expenses arise solely by reason of Airtime’s negligence or wilful misconduct.

(b) The Customer shall indemnify and keep the Indemnified Parties indemnified from and against all actions, claims, demands, proceedings, costs, losses, damages and expenses whatsoever (including legal fees) in respect of death or personal injury to, or loss or damage to any property belonging to any person or persons, except to the extent that such loss, damage, death or personal injury is caused by the negligence or wilful misconduct of Airtime and where a loss falls to be borne as a risk insured by the Customer, the Customer, shall arrange for its insurers to waive any rights or recourse against Airtime only to the extent of this indemnity.

(c) The Customer shall, on demand, provide evidence acceptable to Airtime that it has in full force and effect insurance in amounts and on terms acceptable to Airtime in respect of the Customer’s Property and any other items of property or equipment which may from time to time be subject to the Services provided by Airtime. Such insurance shall include:

(i) aviation third party and passenger legal liability; and

(ii) all risks (including war risks) in respect of loss or damage to the hull whilst flying or on the ground.

(d) Airtime shall maintain hangar keepers’ and third party liability insurances in respect of Airtime’s potential liabilities to its Customers or any third party arising out of the performance of the Services. Airtime, its agents, sub-contractors and its and their respective employees, officers and directors shall not be liable to the Customer to the extent of any loss recovered by the Customer under the Customer’s insurance, and the Customer agrees to waive any rights against Airtime to the extent of any sum recovered by the Customer pursuant to such insurance.

 

10. Flight Tests

Airtime may, at its discretion, carry out flight tests to assist in the rectification of defects. Airtime may also undertake flight tests where required by the applicable civil aviation authority. The costs of and fees incurred as a result of such flight tests shall be paid by the Customer. Where such flight test is to be performed the Customer shall ensure that there is in place insurance that complies with the provisions of Condition 9 (c) above.

 

11. Force Majeure

(a) Airtime shall have no liability to the Customer for any failure or delay in fulfilling its obligations to the extent that such failure or delay is caused by any event beyond its reasonable control including (without limitation) flood, storm or other natural event; or any war, hostilities, revolution, riot or civil disorder; or any destruction, breakdown (permanent or temporary) or malfunction of, or damage to, or theft of, any premises, plant, equipment or materials (including any computer hardware or software or any records); or the introduction of, or any amendment to, a law or regulation, or any change in its interpretation by any authority; or any action taken by governmental or public authority, including any failure to grant a consent, exemption or clearance; or any strike, lock-out or industrial action; or any unavailability of, or difficulty in obtaining plant, equipment, spare parts or materials; the unavailability to Airtime (on reasonable terms or at all) of any insurance of a type reasonably required by it, or any breach of contract or default by, or insolvency of a third party (including an agent or sub-contractor).

(b) If Airtime cannot fulfil its obligations by reason of any event covered by condition 11(a) for a period of 90 days, each party's obligations to the other will terminate on written notice of either party and Airtime shall be paid in proportion to the amount of completed Services and/or Goods delivered and, once paid, shall deliver any Customer's Property in its possession to the Customer.

 

12. Financial Condition of the Customer

(a) On the occurrence of any of the events listed below all amounts due and outstanding to Airtime shall become immediately payable and Airtime may, on giving written notice to the Customer terminate the contract with the Customer:

(i) The Customer breaches any of its obligations to Airtime or,

(ii) The Customer wrongfully stops payment of any debt or is deemed to be unable to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986); or,

(iii) A receiver, liquidator, trustee, encumbrancer of similar officer is appointed over the whole or any substantial part of the Customer’s undertaking, property or assets or if a petition is presented for the appointment of an administrator of the Customer; or,

(iv) The security of any of the Customer’s secured obligations is enforced or any distress, execution, sequestration or other process is levied or enforced on or taken out against the Customer; or,

(v) The Customer enters into or offers to enter into any arrangements or composition for the benefit of its creditors; or,

(vi) The Customer being an individual dies, is declared bankrupt or becomes of unsound mind or a patient for the purposes of any statute referring to mental health; or,

(vii) Provisions equivalent to (i),to (vi) (inclusive) above occur in any other system of law that is applicable to the Customer.

(b) On termination of any contract between Airtime and the Customer under condition 12(a), the Customer shall pay Airtime in proportion to the quantity of Goods and Services (and other ordered work) completed at the time of termination together with the cost of all reassembly and packing work necessary to put the Customer’s Property (and other property) in a condition suitable for delivery to the Customer. In each instance Airtime may retain the Customer’s Property pending payment of all of the Airtimes invoices in full.

 

13. General

(a) Any notice to be given hereunder shall be given by delivering it by hand at or by sending it by first class post to the address or by fax to the fax number of the addressee shown in the Schedule. Such notice shall be deemed given if (a) delivered by hand on presentation or refusal of presentation, (b) by first class post on the seventh working day after the day of posting; and (c) by fax on sending provided the addressee does not notify the sender within 24 hours that it has been incorrectly or illegibly sent.

(b) With the exception of the third parties specified in Condition 9 above, a person who is not a party to an agreement incorporating these Terms and Conditions shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such agreement.

(c) No waiver by Airtime in respect of any breach by the Customer of any of these Conditions shall operate as a waiver in respect of any subsequent breach by the Customer of these Conditions.

(d) If at any time any of these Terms and Conditions (or part thereof) is or becomes illegal or void as a consequence of the operation of any law or regulation then the remaining provisions hereof shall remain in full force and effect.

(e) This Agreement shall be governed by the laws of England and the Customer hereby submits to the jurisdiction of the English Courts save that Airtime shall retain the right to bring proceedings against the Customer in any other court which has jurisdiction.

 

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