AERO CARE SRL
GENERAL TERMS AND CONDITIONS OF SALE
These General Terms and Conditions (“Terms”) apply to all quotations, sales, deliveries and transactions of parts, components, materials, engines, modules or services (“Parts”) by AERO CARE SRL (“AERO CARE”) to the purchaser (“Customer”).
Any purchase order issued by Customer constitutes acceptance of these Terms.
In case of conflict between a written quotation and these Terms, the quotation shall prevail.
1. Quotations and Orders
1.1 All quotations are subject to prior sale and availability.
1.2 Quotations are valid for 30 days unless otherwise stated.
1.3 An agreement becomes binding upon AERO CARE’s written confirmation or issuance of an invoice.
1.4 Orders are non-cancellable unless agreed in writing.
2. Prices and Taxes
2.1 Prices are exclusive of VAT, duties, customs fees, freight, insurance and other charges unless otherwise stated.
2.2 Customer is responsible for all applicable taxes, levies and governmental charges.
2.3 Customer shall indemnify AERO CARE against any taxes (other than AERO CARE corporate income tax) arising from the transaction.
3. Delivery and Risk
3.1 Delivery shall be EXW (Incoterms 2020) AERO CARE’s designated location, unless otherwise agreed in writing.
3.2 Risk of loss transfers to Customer when the Parts are made available for collection.
3.3 If AERO CARE assists in arranging transportation, it does so solely as agent for Customer and assumes no liability for acts, omissions or delays of carriers or freight forwarders.
3.4 Estimated delivery dates are non-binding. AERO CARE shall not be liable for delays.
3.5 Customer is responsible for export, import and regulatory compliance.
4. Title and Payment
4.1 Title to Parts remains with AERO CARE until full payment has been received.
4.2 Unless otherwise agreed in writing, payment is due prior to shipment.
4.3 Late payments shall accrue interest at the European Central Bank base rate plus 8 percentage points.
4.4 Customer shall not withhold payment or apply set-off.
4.5 AERO CARE may suspend performance if payment terms are not complied with.
5. Inspection and Acceptance
5.1 Customer shall inspect Parts immediately upon receipt.
5.2 Claims for damage, shortage or discrepancy must be submitted in writing within 10 days of delivery.
5.3 Failure to notify within such period constitutes full acceptance.
6. Condition, Warranty and Airworthiness
6.1 Unless expressly stated otherwise in writing, Parts are sold “as is, where is.”
6.2 Any assignable manufacturer warranty shall pass to Customer upon payment.
6.3 AERO CARE makes no other warranties, express or implied, including merchantability or fitness for a particular purpose.
6.4 Customer acknowledges that it is solely responsible for determining airworthiness, regulatory compliance, installation suitability and continued operational use of the Parts.
6.5 AERO CARE shall not be liable for installation, integration, use, operation, grounding, removal or reinstallation of Parts.
7. Limitation of Liability
7.1 AERO CARE’s total liability arising from any transaction shall not exceed the purchase price of the relevant Part.
7.2 Under no circumstances shall AERO CARE be liable for loss of revenue, loss of profit, loss of use, aircraft grounding, AOG claims, or any indirect, incidental or consequential damages.
7.3 Nothing herein excludes liability for gross negligence or wilful misconduct where such exclusion is not permitted by law.
8. Sanctions and Export Compliance
8.1 Customer represents and warrants that neither it nor its affiliates, directors, officers or ultimate beneficial owners are subject to sanctions or listed on any EU, U.S., UK or UN restricted party list.
8.2 Customer shall not resell, transfer, export or re-export Parts, directly or indirectly, to any sanctioned country, territory, entity or individual.
8.3 Customer shall comply with all applicable export control and trade compliance laws.
8.4 Customer shall indemnify and hold AERO CARE harmless from any penalties, fines, claims or damages arising from breach of this clause.
8.5 AERO CARE reserves the right to refuse or suspend performance if it reasonably believes a transaction may violate applicable sanctions laws.
9. Insurance and Indemnification
9.1 Customer shall maintain adequate insurance for transportation, storage, installation and use of the Parts.
9.2 Customer shall indemnify and hold AERO CARE harmless from claims arising from Customer’s handling, resale, installation or use of the Parts.
10. Termination
AERO CARE may suspend or terminate any order in the event of Customer’s breach, insolvency or failure to pay, without liability.
11. Force Majeure
AERO CARE shall not be liable for failure or delay caused by events beyond its reasonable control, including but not limited to acts of government, embargoes, transportation disruption, natural disasters or supplier failure.
12. Confidentiality
All non-public commercial information exchanged shall remain confidential unless disclosure is required by law.
13. Governing Law and Jurisdiction
These Terms shall be governed by the laws of Romania. Any dispute shall be submitted to the competent courts of Bucharest, Romania.