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Aero Assets Limited Terms and Conditions of Sale ("Conditions")

GENERAL
1. The goods, referred to as “Parts”, (which Parts include the relevant “Trace” (being the trace history certification for a particular item or batch of Parts)) are those goods as specified in other written communications of Aero Assets Limited (the “Company”). Headings in these Conditions are for reference only and shall not affect any construction or interpretation.
2. Parts are sold and supplied by the Company to the person (the “Customer”) who submits a purchase order for the Parts to the company via email) (the “Order”) and which is accepted in writing by the Company. The contract between the Company and the Customer for the sale and purchase of Parts (the “Contract”) shall exclusively comprise the Company’s written quotation for the Parts (if applicable), the Company’s written acceptance of the Order, the Conditions and any supplementary conditions terms provided to the Customer by the Company and expressly designated as such by the Company (“Supplementary Conditions”).

CONTRACT TERMS
3. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. Each Order for Parts constitutes an offer by the Customer to purchase the Parts in accordance with these Conditions. The Customer shall ensure that the payment details and other terms of the Order are complete and accurate. The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, at which point the Contract shall come into existence. The Contract constitutes the entire agreement between the parties in relation to those Parts. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.
5. A quotation for the Parts given by the Company shall not constitute an offer and shall only be valid for a period of 30 days from its date of issue, subject to prior sale.
6. The Company reserves the right to supply the Parts under a Contract subject to availability. The Company shall not be liable for non-supply of Parts to the Customer due to non-availability. The Company will inform the Customer of the non-availability of any Parts ordered under a Contract within a reasonable time. The Company may elect not to supply Parts to the Customer where the Company reasonably believes that the supply of such Parts may breach export regulations including without limitation the provisions of the United States International Traffic in Arms Regulations (“ITAR”). Where low value / high volume Parts are Ordered, the Company may use scales and/or other measuring devices to count and measure the quantity of Parts required to satisfy that Order and, a tolerance of plus or minus 2 percent difference between the quantity of Parts Ordered and invoiced and the quantity actually supplied shall be good discharge of the Company’s obligations under the Contract and the Customer shall not be entitled to reject the Parts. If within 14 days of collection of the Parts (or such time as expressly specified in the any Supplementary Conditions) the Customer can demonstrate that the quantity of Parts supplied is less than that ordered or invoiced, the Company shall, at its sole discretion, provide a pro-rata refund of any amounts paid for such Parts by the Customer or supply the short-fall in Parts to the Customer, otherwise the Parts shall be deemed to be accepted by the Customer.
7. The Customer shall ensure that each Order is accompanied by such documentation as is required by the Company from time to time.

PRICE AND PAYMENT
8. The price of the Parts shall, be the price set out in the Company’s written quotation for the Parts. , subject to any Supplementary Conditions.
9. The price of the Parts is exclusive of amounts of any taxes, duties, levies, import or export charges or similar charges (including but not limited to any sales tax, goods tax, services tax, value added tax or other tax or tax penalty on sales or consumption of goods or services (“Sales Tax”) (if applicable)) payable in connection with the sale, collection, or use after collection of the Parts or otherwise with the Contract, all of which the Customer shall bear and, upon demand pay to the Company.
10. The price of the Parts and any Sales Tax (if applicable) shall become due and payable by the Customer when the Company issues a written acceptance of the Order, and unless otherwise agreed in writing the Company shall take payment from the Customer prior to collection of the Parts. The time for payment shall be of the essence and no payment shall be deemed to have been made until the Company has received payment in cleared funds.
11. If the Customer fails to make any payment due under the Contract by the due date for payment (“Due Date”), then, without limiting the Company’s other remedies, the Customer shall pay interest on the overdue amount at the rate of The Bank of England Base Rate + 15% per annum and any costs incurred by the Company as a direct result of recovering and collecting the overdue amount. Interest shall accrue on a daily basis after the Due Date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay such costs together with the overdue amount.
12. The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.

WARRANTIES, REFUNDS AND REPLACEMENTS
13. If the Customer gives notice in writing to the Company, within 14 days of collection of the Parts (or such time as expressly specified any Supplementary Conditions)(“Inspection Period”), that some or all of the Parts are defective or that some or all of the Parts are not the Parts ordered (“Non Conforming Parts”), the Company shall, at its sole option, repair or replace the Parts which are the subject of the Customer’s notice or refund the price of those Parts in full. Where the Company elects to repair, replace or refund the Parts, the Customer shall, at the Company’s sole discretion and at the Customer’s expense return the Parts (together with the original Trace) to the location set out in the Company’s written confirmation of collection in the condition in which they were delivered to the Customer and appropriately packaged for transport in the same manner as when they were delivered to the Customer. These Conditions shall apply to any repaired or replacement Parts supplied by the Company.
14. Where the Customer has notified the Company before the expiry of the Inspection Period that the Parts are Non Conforming Parts, the Company may inspect the Parts at the Customer’s premises to determine whether the Parts are Non Conforming Parts. If the Customer fails to provide the Company with appropriate inspection facilities in a reasonable time the Parts shall be deemed to be accepted by the Customer and the Company shall have no obligation to the Customer under Clause 13.
15. All Parts will be sold with Trace unique to the relevant item or batch, and in collecting the Parts in accordance with the Contract, (unless the Customer notifies the Company otherwise within the Inspection Period) the Customer shall, subject to Clause 13, be deemed to have accepted that each item of Parts is collected complete with the corresponding Trace and the Customer shall not after the Inspection Period raise any claims against the Company that the Trace is incorrect.
16. All warranties, representations, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

COLLECTION OF GOODS
17. Any dates quoted for collection are approximate only, and the time of collection is not of the essence.
18. The Company shall notify the Customer in writing that the Parts are ready for collection from the Collection Location “Collection Notice”.
19. The Customer shall collect the Parts from the Collection Location within 5 working days of the date set out in the Collection Notice.
20. The Customer will provide the Company with proof of export (i.e. a copy of the UK Customs Entry Advice and other appropriate documentation as required by the Company) within 30 days of export from the Collection Location. Should this documentation not be received within 30 days, the Company reserves the right to contact the Customer’s designated shipping agent to obtain such documentation. The Order shall constitute the necessary authorisation to make this request of the shipping agent, and any fees that the agent may charge for document retrieval/reproduction will be the responsibility of the Customer.
21. Where the Company is acting as exporter, the Customer or its agent (as appropriate) will comply with the Company’s reasonable instructions to enable the Company to obtain the UK Customs Entry Advice such that the Company meets with all local legislation requirements.

22. The Customer accepts entire responsibility for ensuring that all export documentation is correct. Should the export documentation not be correct and duties and/or Sales Tax is assessed to the Company, such duties and/or Sales Tax will be charged back to the Customer. The Customer shall pay all such duties and Sales Tax to the Company within 7 days of being notified by the Company that they are payable.

TITLE AND RISK
23. The risk in the Parts shall pass to the Customer at the date and time that the Collection Notification is sent by the Company to the Customer. Title to the Parts shall not pass to the Customer until the Company has received payment in full (in cash or cleared funds) for the Parts and all other sums which are or which become due to the Company.

CUSTOMER OBLIGATIONS
24. The Customer grants the Company and its agents and employees an irrevocable licence at any time to enter any premises where the Parts are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated (for example due to non-payment), to recover them.
25. The Customer warrants and undertakes with the Company, its members, employees and advisors that it shall comply with all applicable statutes, bylaws, regulations, guidelines, import/export controls and requirements of any government or other competent authority including, for the avoidance of doubt, ITAR, airworthiness and all health and safety legislation relating to the Parts.
26. The Customer warrants and undertakes with the Company that from the date and time of collection of the Parts at the latest, the Customer shall, at its own expense, maintain in effect policies of insurance in respect of the Parts against all risks and liabilities (including but not limited to product liability and consequential loss of profits).
27. The Customer accepts and agrees that it shall be its responsibility (at its expense) to apply for and obtain all necessary or appropriate licences, protection orders, legally required consents, permits and rights to use or have the benefit of the Parts, and undertakes to indemnify and keep indemnified the Company against any claim by reason of the infringement of any third party’s rights in the course of the sale and purchase set out in the Contract, or in the course of use of the Parts by the Customer in breach of any duty or requirement of whatever kind or howsoever, and whenever arising.
28. The Customer shall indemnify and hold harmless the Company against all demands, claims and liability, whether criminal or civil, in contract, tort or otherwise, for losses, damages, legal costs and other expenses of any nature whatsoever, asserted by any third party against or suffered by the Company and relating to manufacture, distribution, sale, supply or use of any of the Parts, by or on behalf of the Customer or by any third party, including without limitation, (i) claims based on product liability laws, (ii) claims in breach of Clause 26 of these Conditions, (iii) claims arising out of or in connection with any death or personal injury suffered by any person, and/or (iv) claims relating to the accuracy of any “country of origin” information provided by the Company (notwithstanding the exclusion of representations in Clause 15 of these Conditions).

LIMITATION OF LIABILITY
29. Nothing in these Conditions or any Contract incorporating them shall limit or exclude a party’s liability for: (i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); (ii) fraud or fraudulent misrepresentation; (iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or (iv) any matter in respect of which it would be unlawful for that party to exclude or restrict liability.
30. Subject to Clause 30 the Company shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, breach of export rules including but not limited to ITAR or otherwise, for any loss of profit or indirect or consequential loss arising under or in connection with the Contract and the Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed 100% of the price of the Parts.

GENERAL
31. Neither party shall be liable for any failure or delay in performing its obligations (excluding the Customer’s obligations under Clause 10) under the Contract to the extent that such failure or delay is caused by any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable.
32. The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Company.
33. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party and shall be delivered by recorded delivery, commercial courier, fax or e-mail. A notice or other communication shall be deemed to have been received at the time that the delivery receipt is signed; or, if sent by fax or e-mail, one working day after transmission. The provisions of this Clause shall not apply to the service of any proceedings or other documents in any legal action.
34. If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
35. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
36. A person who is not a party to the Contract shall not have any rights under or in connection with it, save as provided in Clause 33 of these Conditions. Any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when specifically and separately agreed in writing and signed by both the Company and the Customer.
37. Any of the provisions of Contract that are capable of having effect after termination, shall remain in full force and effect despite termination.

GOVERNING LAW AND JURISDICTION
38. The sale and transfer of ownership of the Parts to a Customer under the Contract shall only be deemed to take place in England. These Conditions, any Contract in which they are incorporated, 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 English law and the Customer hereby submits to the exclusive jurisdiction of the courts of England and Wales.

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