Terms and conditions
Skysmart MRO Limited Terms and Conditions
In these Terms and Conditions, unless the context requires otherwise:
Supplier means Skysmart MRO Limited
Skysmart’s Premises mean Unit 12, Flitch Industrial Estate, Chelmsford Road, Great Dunmow, Essex CM6 1XJ, England or other such address as may be notified by the Supplier from time to time.
CMM means the Component Maintenance Manual.
Contract means the agreement arising when any quotation made by the supplier is accepted by the Customer, or when the Customer’s order is accepted by the Supplier.
Customer means the person, firm or company.
Component means an aviation component or components.
Overhauled means the restoration of a component in accordance with the instructions defined in the CMM supplied by the Original Equipment Manufacturer.
Serviceable means the restoration of a Component which has been repaired and classified as fully functional and able to be fitted to an airworthy aircraft as stated by EASA and/or the FAA.
Order means the Customer’s order for the components as set out in the customer order form or in the Customer’s written acceptance of the Supplier’s quotation, as the case may be.
- Application and Procedures
Any quotations supplied by the Supplier shall remain open for acceptance for a period of 30 (thirty) days from the date of the quotation, unless in the quotation some other period is specified or the quotation is withdrawn by the supplier. If a quotation has not been responded to by the customer after the period of 30 (thirty) days then the supplier will have the right to return the unit ‘As-Is’ and charge any quoted costs to date.
- The Customer’s Order and Duties
The customer shall be responsible to the Supplier for ensuring the accuracy of the terms of any Order submitted by the Customer.
The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
The price is exclusive of all taxes and duties which shall be paid by the Customer and which the Customer hereby undertakes to pay without delay. Should the Supplier be required to pay any such taxes or duties on behalf of the Customer the Customer shall reimburse the Supplier forthwith upon demand.
Quotations in a currency other than US Dollars are based on the rate of exchange at the time of quoting and unless otherwise stated the price may at the Supplier’s discretion be subject to revision up or down if any different rate of exchange shall apply at the date of invoice.
- Delivery of Components
The Supplier shall notify the Customer (either written or verbal) that the Components are ready for collection from Skysmart’s premises on the date specified (due date).
The Supplier shall render to the Customer invoices showing the sums due under the Contract. All payments due thereunder shall be made by Customer in the currency and to the bank account and within the time period for payment as detailed on the Supplier’s Invoice (Payment Date) in cleared funds. Time for making all payments due to the Supplier hereunder shall be of the essence. The Customer is also responsible for their own bank charges.
Without prejudice to the Supplier’s rights, if the Customer fails to make any payments within 15 days after the Payment Due Date the Supplier shall have the right (without prejudice to any other rights or remedies which may be available to the Supplier) forthwith to terminate or suspend all further deliveries until such default is made good. Any additional costs and expenses of whatever nature incurred by the Supplier as a result thereof will be borne by the Customer.
Without prejudice to any other of the Suppliers rights or remedies the Customer shall in addition to payment of the price pay interest at the rate of 4% per annum above the Base Leading Rate from time to time of Nat West on any sum remaining unpaid after the Payment Date until the actual date of receipt by the Supplier of the payment, such interest being calculated on a daily basis. The Customer shall reimburse all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
- Risk and Title
The risk of the Component shall pass to the Customer upon collection / delivery.
The Components will be duly certified to EASA Form 1 or if supplying a repaired Component under FAA Form 8130-3, a dual EASA Part 145 Maintenance Release Statement.
The Supplier will provide the following warranties unless otherwise specified in the Supplier’s acknowledgement of Order:
- For any component which has been overhauled, the Supplier will provide a warranty of 12 months from the date of the Approved Release Certificate.
- For any component which has been repaired, the Supplier will provide a warranty of 6 months from the date of the Approved Release Certificate.
The Customer will inspect the component and may reject any that do not comply with Clause 8 and must inform the Supplier of any claim/discrepancy within 5 calendar days after delivery. If no notice or rejection or claim is received within 5 calendar days, the customer will be deemed to have accepted the component.
The warranty in Clause 8 is subject to the following conditions:
- That the component has been stored, maintained, installed, operated and used in accordance with the Manufacturer’s Instructions and not subject to wilful damage: and
- That the component, or the aircraft it was fitted to, has not been subjected to any misuse nor have they been involved in any incident.
The Supplier shall not be responsible for costs of fit or removal from an aircraft.
The Suppliers obligations under this warranty shall not apply:
- If the Customer has failed to make payment in accordance with Clause 6; or
- If any defects arises from fair wear and tear, wilful damage or abnormal working conditions
Warranty is limited to any materials or work carried out within the warranty period. Any other in-service failure of the Component will fall out of scope to our standard warranty terms.
A claim by the customer in respect of any defect in the components or in respect of any delay in the delivery, shall not entitle the customer to cancel or refuse such delivery or payment of such components.
The provisions of this warranty represent the entire liability of the Supplier, its officers, employees and agents with respect to any matter arising out of or in connection with the quality or condition of the Components any part thereof, and all other warranties, guarantees, terms, conditions, representations or liabilities (whether for direct, indirect or consequential loss or damage otherwise) as to quality, description, standard of workmanship, condition, fitness for purpose or otherwise (whether express or implied by statue or common law) are hereby excluded to the fullest extent permissible at law.
If the customer enters into a deed of arrangement or commits an of bankruptcy or compounds with his creditors or if a receiving order is made against him or (being company) it shall pass a resolution or the court shall make an order that the Customer shall be wound up (otherwise than for the purpose of solvent amalgamation or reconstruction) or if a receiver (including an administrative receiver) shall be appointed of any of the assets or undertaking of the Customer or if the Customer suffers the appointment or the presentation of a petition for the appointment of an administrator or if circumstances shall arise which entitle the Court or a creditor to appoint a receiver (including administrative receiver) or a manager or which entitle the Court to make a winding-up order or if the Customer takes or suffers any similar action in circumstances of debt or if the financial responsibility of the Customer shall, in the opinion of the Supplier, become impaired or if the Customer shall commit any breach of any part of the Contract or these Terms and Conditions, the Supplier may terminate the Contract immediately whether in part or whole.
In addition to any rights of lien to which the Supplier may be entitled the Supplier shall in the event of the Customer’s insolvency or bankruptcy be entitled to a general lien on all items of or attributable to the Customer in the Supplier’s possession (not withstanding that such items or any of them may have been paid for) for the unpaid price of any Components or other items sold and delivered to the Customer by the Supplier under any other contract.
Notwithstanding any provisions in these Terms and Conditions the Customer shall not have the right to set off any claims it might have against the Supplier against any sums otherwise due to the Supplier.
Upon termination of the Contract for whatever reason, the Supplier shall be entitled to set off any claim it might have against the Customer.
Termination of the Contract shall not affect the accrued rights of the Supplier nor the Supplier’s other rights or remedies.
The obtaining of any licence or consent for the export of the Components for the United Kingdom shall be responsibility of the Customer.
The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Components into the country of destination and for the payment of any duties thereon.
Any failure delay or indulgence on the part of the Supplier in exercising any power or right conferred hereunder shall not operate as a waiver of such power or right nor preclude the exercise of any other right or remedy hereunder, and shall be without prejudice to the legal rights of the Supplier and the obligations of the Customer shall continue in full force and effect.
The Supplier reserves the right to sub-contract its obligation under the contract or any part thereof.
Both the subject matter and terms and conditions of the Contract shall be treated by the Customer as confidential and shall not without the Supplier’s written consent be divulged to any other person.
- Third Parties
A person who is not party to the Contract will have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of the Contract.
- Business Ethics
Both Parties agree that all business activities will comply with the applicable laws contained in Clause 16 whilst ensuring that the undertaking of these activities is without recourse to anti-competitive activity, bribery or corruption or slavery or human trafficking and ensuring compliance to the United Kingdom Bribery Act and Modern Slavery Act Regulations.
- Law and Jurisdiction
These Terms and Condition are all non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with English Law.
The courts of England have exclusive jurisdiction to settle any dispute arising out of the or in connection with these Terms and Conditions (including a dispute regarding the existence, validity or termination of the Terms and Conditions) (a “Dispute”).
The Customer agrees that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly the Customer will not argue to the contrary.
Without prejudice to any other mode of service allowed under any relevant law, the Customer shall provide an agent for Service in England and Wales as its agent for service of process in relation to any proceedings before the English courts in connection with these Terms and Conditions and agrees that failure by a process agent to notify the Customer of the process will not invalidate the proceedings concerned.
Subject to Clause 16, and Disputes may be referred to ad finally resolved by arbitration under the Arbitration Rules (the “Rules”) of the London Court of International Arbitration.
The arbitral tribunal shall consist of one arbitrator. The seat of arbitration shall be in London, England and the language of the arbitration shall be in English.
The Supplier may by notice in writing to the Customer require that all Disputes or a specific Dispute be heard by a court of Law. If the Supplier gives such notice, the Dispute to which the notice refers shall be determined in accordance with Clause 16.
This Clause 17 is for the benefit of the Supplier only. As a result, the Supplier shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Supplier may take concurrent proceedings in any number of jurisdictions.