• Systèmes d'Arrêt d'Urgence
• Terms & Conditions of Sales
• General Terms & Conditions

TERMS AND CONDITIONS OF SALES

1 - APPLICATION

1.1. By the very fact of placing an order, the Buyer acknowledges having taken cognisance and accepted these delivery terms.

1.2. Any provisions inconsistent herewith that are stipulated by the Buyer or appear on the Buyer's business documents shall be valid only if accepted beforehand by Aerazur in the form of written contract signed by the Buyer and Aerazur.

2 - PRICES

2.1. Prices stated in our price lists are for guidance only. They do not take into consideration the particularities of contracts. They can be modified according to those particularities.

2.2. Prices shall become firm and final only by acknowledgement of receipt of order .

2.3. Unless otherwise agreed between the parties, prices are understood to be ex-works (ICC90).

3 - EQUIPMENT SUBMIT TO SPECIAL LEGAL OBLIGATIONS

Some equipment which are submitted to exportation licences can be delivered only after obtaining these licences. For the equipment submitted to control of final destination the customer will have to respect the non-transfer of goods, during 5 years after delivery.

4 - DELIVERY AND ACCEPTANCE

4.1. Our delivery dates are in all cases stated as a guideline only, they do not take into account unforeseeable circumstances or cases of force majeur.

4.2. We shall not be held liable for any losses or damages caused by any delay in delivery.

4.3. Any late payment by the Buyer may lead to the temporary suspension or definitive discontinuance of our shipments.

5 - TRANSFER OF OWNERSHIP AND OF RISK

5.1. Transfer of risks occurs as of the moment the forwarding agent has loaded the goods at the place of loading in our plants unless otherwise agreed between the parties.

5.2. Transfer of ownership shall occur only after the Buyer has discharged all its obligations towards Aerazur. In the meantime, the Buyer shall be liable for paying the price of the goods as well as for their loss and any and all damages sustained by the goods. In cases where the Buyer has leased the premise where the goods are stored, it shall give the awner of the premises prior written notice concerning this retention of ownership. In the event of nonpayment of the total amount of the invoice, either at the due date stipulated or at the maturity date for any time extension granted, we shall, in addition to our right to claim the goods concerned, automatically and as of right resume full ownership of the goods delivered. With respect to the defaulting Buyer, the mere presentation by Aerazur of the unpaid invoice shall be deemed a resumption of ownership.

6 - RETENTION OF TITLE

THE PROVISION OF FRENCH LAW N° 8598 DATED JANUARY 25th 1985 CONCERNING THE RETENTION OF TITLE IN THE EVENT OF JUDICIAL RECONSTRUCTION OR WINDING-UP OF THE BUYER UNDER COURT SUPERVISION, DELAYING THE TRANSFER OF TITLE UNTIL FULL PAYMENT OF THE PRICE OF THE GOODS DELIVERED, SHALL APPLY TO THIS AGREEMENT. IN PURSUANCE, IT IS EXPRESSLY AGREED THAT Aerazur SHALL RETAIN FULL TITLE TO ALL GOODS DELIVERED TO THE BUYER. THIS RETENTION OF TITLE SHALL REMAIN APPLICABLE UNTIL THE PAYMENTS CORRESPONDING TO THIS DELIVERY HAD BEEN MADE.

7 - PAYMENT - INVOICES - CANCELLATION

7.1. Without special payment conditions negotiated with the Buyer, the payment will be done in advance by check / D/C irrevocable and confirmed / bank transfer before shipment with a proforma invoice.

7.1.2. In the event of late payment Aerazur shall invoice, after a formal notice, a penalty equal to available rate applicated by the BCE at its more recent refinancing operation, charged with an additional rate of 7%.

7.1.3. Any comments concerning our invoices shall be made in writing within 10 (ten) days after the date of invoice, and without thereby entailing any suspension of the scheduled date of payment.

7.2. In the event that the Buyer is led to sell or to deliver its equipment or business assets, or to have such equipment or business assets encumbered with any form of surety, or to dispose thereof in any manner whatsoever, or in the event of any no payment at due date, any amount still unpaid including all other charges to be borne by the Buyer shall immediately become due and payable. regardless of the terms and conditions previously agreed upon.

8 - WARRANTY

8.1. Aerazur warrants against any defect in material and workmanship any parts manufactured by it or according to its drawings and delivered by it. Without special conditions, duration of warranty is one year following the delivery date.

8.2. This warranty will be applicable only if the goods are stored and maintained, operated in accordance with the instructions of Aerazur including adhesion to recommended ingredients and spares. Installation shall comply with the instructions set out in the maintenance manual.

8.3. The incorporation by the Buyer in any system or equipment of any modification, which has not been recommended by or received the prior approval of Aerazur, shall cause the warranty to cease

8.4. The contractual warranty is limited to the replacement or repair at the Aerazur agreed repair station, at Aerazur's choice, of the presumed defective parts which have been returned to it and which it has recognised as being defective. The shipment costs outbound and for return parts, insurance and customs expenses and other charges, as well as the expenses incurred by the Buyer for the removal, re-installation and adjustment operations shall be borne by the Buyer.

9 - CLAIMS

9.1. Once a shipment has been received, the Buyer undertakes to immediately perform all necessary cheeks in view of presenting any claim for improper or defective deliveries.

9.2. In order to be valid, such claims must be laid down in a written document addressed to our sales department within 10 (ten) days after the date indicated on the waybill or consignment note. We reserve the right to check, during 10 (ten) days following receipt of such notice, the validity of the claim as well as the goods damaged or presumably affected by any patent defect.

9.3. Our liability shall be restricted, as we see fit, either to the replacement of the material within our delivery lead times and insofar as the goods are available, or to the repair of the part of the delivery on which a claim was made. Improper or defective deliveries shall under no circumstances give rise to claims for compensatory damages, regardless of the possible consequences ensuing from such deliveries.

9.4. In the event that damages in packaging are noted at the time of acceptance of delivery or incomplete deliveries, the Buyer shall immediately carry out the necessary formalities so as to challenge the forwarding agent's liability where appropriate.( Art 105 French Commercial Code : right of recourse 3 days ).

10 - RETURN OF GOODS

No goods may be shipped back to us without prior authorisation from us in writing. Any unauthorised return shall be made at the Buyer 's risk and expense, including storage charges for goods in a warehouse of our choice.

11 - ARBITRATION

11.1. Those Terms and Condition of sale are subject to the French law. All disputes arising in connection with the present agreement shall be finally settled under the rules of conciliation and arbitration of the International Chamber of Commerce by one or more arbitrators designated in accordance with the said rules.

11.2. This agreement is governed by the laws of France and the seat of arbitration shall be in Nanterre, France. Cash on delivery shipments, and the creation and acceptance of any security, shall not entail any novation or exemption from this arbitration clause which shall be fully effective in the event of credit sales, as stipulated above, with respect to any difficulties concerning the formation or discharge of the pledge or surety.

11.3. In the event that any clause or provision laid down in this agreement is deemed null and void for any reason whatsoever, whether related to public policy or statutory provisions, only that clause or provision shall be deemed null and void with the agreement remaining valid in all other respects.

12 - INDIRECT DAMAGES

Aerazur waives all responsability relative to indirect damages that could result from the supplied products for any cause whatsoever.

GENERAL TERMS AND CONDITIONS

This order is placed by the Buyer subject to the specific terms and conditions appearing on the reverse side hereof and the following general terms and conditions, which terms and conditions may not be modified or added to except by a writing signed by the Buyer. Any additional or different terms in the Seller's acceptance or confirmation of this Order will not be binding on the Buyer. In the event of a conflict between the specific terms and conditions and the general terms and conditions, the specific terms and conditions shall control.

1 - ACCEPTANCE

This order will be binding upon the Buyer only if the attached order acceptance form has been signed by the Seller and returned to the Buyer within one week.
In any case, any commencement of performance of this order will constitute full acceptance by the Seller of this order.

2 - PACKAGING

The packaging must be sufficient to adequately protect the goods. The costs of packaging are included in the prices quoted in this order.

3 - TIME IS OF THE ESSENCE

Time is of the essence with respect to the Seller's performance of this order. In case of late delivery, and/or justified refusal by the Buyer to accept delivery, the Buyer shall have the following cumulative remedies:
a) 0.1% of the price per day of delay as a penalty.
b) Compensation of incidental and consequential damages resulting from non-availability of goods.
c) Postponement of payment of the invoice covering the goods corresponding to the delay ; and
d) Any other remedies provided by these General Terms and Conditions or applicable law.
For the purpose of the above remedies as well as for commencement of the warranty periods, the effective date shall be the date of actual delivery of conforming goods.
In case of late delivery, the Seller must at its own cost and risk deliver the goods by special express delivery service.
No advance delivery is permitted.

4 - SURPLUS

The Buyer reserves the right to refuse any goods delivered in excess of quantities ordered. Excess quantities will be returned to the Seller at its own risk and cost.

5 - WARRANTIES AND QUALITY CONTROL

5.1. The Seller warrants that the goods delivered to Buyer shall:
a) conform to the specifications set forth in this order.
b) comply with all applicable laws and regulations ; and
c) be of merchantable quality and fit for the purpose indicated.

5.2. The Seller shall, for the benefit of the Buyer, inspect the goods prior to delivery to determine whether they conform to the warranties listed above. The cost of the inspection of the goods performed by the Seller is a component of the prices quoted in this order. The seller acknowledges that the Buyer does not re-inspect the goods before processing and/or further sale, except to the extent necessary to determine if the goods have been damaged during transport.
The Seller acknowledges that the practice agreed above shall result in non-conformities of the goods being considered hidden defects and not patent defects.

5.3. The Buyer shall have the right to recover from the Seller any incidental and/or consequential damage resulting from the Seller's breach of the above warranties and/or inspection obligation and to exercise any other remedies provided by these General Terms and Conditions or applicable law. These remedies shall not be affected by any comment which might have been made by our representatives, our clients or their representatives, or third party officials.
The Seller shall maintain adequate product liability insurance covering the goods.

6 - REFUSAL

Notwithstanding article 5.2, the Buyer reserves the right to refuse goods not conforming to article 5.1 warranties. Such goods will be returned to the Seller at its own risk and cost, without prejudice to the Buyer's remedies under article 3.3, article 5.3 and article 7.3

7 - ORDER MODIFICATION AND SUSPENSION

Notwithstanding article 5.2, the Buyer reserves the right to refuse goods not conforming to article 5.1 warranties. Such goods will be returned to the Seller at its own risk and cost, without prejudice to the Buyer's remedies under article 3.3, article 5.3 and article 7.3.

7.1. No modification of this order will be binding upon the Buyer unless accepted in writing.

7.2. In case of any dispute relating to the interpretation or the performance of this order, the execution of this order shall be suspended until such dispute has been settled.

7.3. In case the Seller for any reason appears unable to fulfil, or does not fulfil, its obligations, the Buyer reserves the right to cancel or reduce this order. The Buyer shall then have the right to purchase the ordered goods from another source, recover and use the equipment, supplies, tools, work in process and finished goods possessed by the Seller which are necessary to complete performance of this order and/or exercise any other remedies provided by these General Terms and Conditions or applicable law. The Seller shall indemnify the Buyer for all supplementary costs incurred by the Buyer.
Payment of sums due to the Seller for partial performance of this order will be limited to the actual costs incurred by the Seller.

8 - DOCUMENTATION

The Seller shall provide the Buyer with any documentation necessary for the use and/or maintenance of the goods and/or required by applicable laws and regulations. Such documentation will be in French and the cost thereof is a component of the prices quoted in this order.

9 - PRICE

Prices quoted in this order are firm and not subject to any indexes. In case a price index clause has been agreed upon, price increases will be calculated using the scheduled delivery date. Index clauses shall be applied according to the applicable law and price regulations in effect on the scheduled delivery date.

10 - INVOICES

Two copies of each invoice will be sent to the Buyer within 5 days after delivery. For purposes of invoice payment, a delivery received after 25th day of a month shall be considered received as of the first day of the next month.

11 - PAYMENT

Invoices will be paid by the Buyer to the extent of the price of accepted goods, by promissory note with maturity on the tenth day of the month following the 90th day after invoice.

12 - INDUSTRIAL PROPERTY RIGHTS - CONFIDENTIALITY

12.1 The Seller shall defend, indemnify and hold the Buyer harmless from and against any and all claims, actions, expenses, costs and liabilities of any kind whatsoever arising out of, or resulting from, the Buyer's possession and/or use of the goods.

12.2 The Seller will keep secret, and ensure that its employees and suppliers keep secret, the Buyer's specifications, formulas, designs and know-how, and not use such items for a purpose other than performing this order. The Seller will also keep secret the type, amount and price of the goods ordered by the Buyer.

12.3 The Seller shall not exhibit any good or components thereof ordered by the Buyer, nor use the Buyer's name as a commercial reference, unless authorized by the Buyer in writing.

13 - EQUIPMENT & TOOLS

Any piece of equipment and/or tool provided by the Buyer to the Seller, or built by or for the Seller in view of performing this or a related order and whose cost is paid by the Buyer in whole or in part, directly or indirectly as a component of the price quoted in this order, shall be used by the Seller only for the purpose of performing such orders.
Such equipment will be kept and maintained by the Seller at its own risk and cost, and the Seller will insure its responsibility by maintaining adequate casualty and liability insurance.
Such equipment shall be identified by a mark in the Buyer's name in order to show the Buyer's ownership of it, and shall be immediately returned to the Buyer upon its request.

14 - COURT AND APPLICABLE LAW

Any dispute relating to the interpretation or performance of this order will be settled by the relevant court in Hauts-de-Seine, according to French law and regardless of the Vienna Convention on contracts for the international sales of goods.

15 - QUALITY CLAUSE : DQP/SQ MONITORING

The present order is likely to be supervised by the DQP/SQ (Direction of Quality and Progress/Quality Department). As of reception of present, it rests with to you to transmit it possibly cut down by the data of price and payment to device DQP/SQ for the factory in charge of the realization, unless you agreed with this organization of another procedure

16 - QUALITY CLAUSE : D.G.A.C. MONITORING

The present order relates to a program supervised by the French authorities of airworthiness (D.G.A.C.). If an action of monitoring would be started by these authorities or on their behalf, any technical information relating to the pending orders must be communicated to them and the access to the premises necessary to their action of monitoring must be authorized to them.