365 AEROSPACE LTD.
TERMS & CONDITIONS FOR ENGINEERING SERVICES & SUPPLY OF GOODS
(INCLUDING BUT NOT LIMITED TO MATERIALS & PARTS)
These Terms and Conditions are the standard terms for the provision of design and engineering services and for the supply of goods (including but not limited to materials and parts) by 365 Aerospace Limited a Limited Company registered in England under 09000565, whose registered address is Aerospace Logistics Centre, Fifth Avenue, Letchworth Garden City, Hertfordshire SG6 2TS and whose main trading address is Titmore Court, Little Wymondley, Hertfordshire, SG4 7JT.
1..0 - Definitions and Interpretation
1.1 - In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
means any day other than a Saturday, Sunday or bank holiday;
means any day of the year;
means the contract for the provision of Services, as explained in Clause 3;
means the person who accepts a quotation or offer of 365 Aerospace for the sale of the goods (including but not limited to materials and parts) and supply of the engineering Services, or whose order for the goods and Services is accepted by 365 Aerospace;
means an advance non refundable payment made to 365 Aerospace under sub-Clause 5.3;
"Intellectual Property Rights"
means copyright (and related rights), designs, patents, trade marks, and all other intellectual property rights that may exist in anything that 365 Aerospace may create or produce as part of the Services including but not limited to: design data, reports, drawings, installation instructions including all necessary supporting documents and sub-drawings required for installation (installation and assembly drawings) and associated engineering orders, approval certificates and instructions for continued airworthiness including updates of all flight, operational and maintenance manuals, MPD supplements, updates to illustrated parts catalogues, wiring diagrams, SBs, drawings and CMMs (that we may pass on from our modification library), any information we pass on from our modification library, component manuals and structural repair manuals for the Airframe and/or Engine which are necessary to support the continued operation of the Aircraft. This includes all such rights, whether they are registered or unregistered, and the rights to apply for renewals or extensions of those rights (where relevant).
means a calendar month;
means the price payable for the Services and goods (including but not limited to materials and parts);
means the design and engineering services and supply of goods (including but not limited to materials and parts) which are to be provided by 365 Aerospace to the Customer as specified in the Customer's 365 Aerospace ROM and/or Commercial Proposal and in the Customers Order;
means the Customer order for the engineering Services and goods, materials, and parts;
means 365 Aerospace Limited registered in England under number 09000565 ,whose registered address is Aerospace Logistics Centre, Fifth Avenue, Letchworth Garden City, Hertfordshire SG6 2TS and whose main trading address is Titmore Court, Little Wymondley, Hertfordshire, SG4 2TS
1.2 - Each reference in these Terms and Conditions to "writing" and any similar expression includes electronic communications whether sent by e-mail, fax or other means.
2.0 - Information About Us
2.1 - 365 Aerospace Limited a Limited Company registered in England under 09000565, whose registered address is Aerospace Logistics Centre, Fifth Avenue, Letchworth Garden City, Hertfordshire SG6 2TS and whose main trading address is Titmore Court, Little Wymondley, Hertfordshire, SG4 7JT.
2.2 - 365 Aerospace is an EASA Approved Part 21 J Design Organisation, operating under EASA approval EASA 21.J.575.
3.0 - The Contract
3.1 - These Terms and Conditions govern the sale and provision of engineering and design Services, and the supply of goods including but not limited to materials and parts by 365 Aerospace to the Customer and will form the basis of the Contract between 365 Aerospace and the Customer. Before submitting an Order, please ensure that you have read these Terms and Conditions carefully. If you are unsure about any part of these Terms and Conditions, please ask us for clarification.
3.2 - Nothing provided by 365 Aerospace including, but not limited to, sales and marketing literature, price lists and other documents constitutes a contractual offer capable of acceptance. The Order of the Customer constitutes a contractual offer that 365 Aerospace may, at its discretion, accept.
3.3 - A legally binding contract between 365 Aerospace and the Customer will be created upon 365 Aerospace's acceptance of the Customer's Order.
3.4 - 365 Aerospace shall ensure that the following information is given or made available to the Customer prior to the formation of the Contract between us, save for where such information is already apparent from the context of the transaction:
3.4.1 - The main characteristics of the engineering Services, goods, and materials, and parts, as supplied in a 365 Aerospace ROM or Commercial Proposal to the Customer; and
3.4.2 - The Price for the Services or, if the nature of the Services is such that the Price cannot be calculated in advance, the manner in which it will be calculated.
4.0 - Orders
4.1 - All Orders for engineering Services and supply of goods, including but not limited to materials and parts, made by the Customer will be subject to these Terms and Conditions.
5.0 - Price and Payment
5.1 - The Price of the Services and goods will be that shown in a 365 Aerospace ROM and/or 365 Aerospace Commercial Proposal in place at the time of the Customer’s Order.
5.2 - 365 Aerospace’s Prices may change at any time. The Price specified in the Order is based on costs calculated on the date the ROM or Commercial Proposal is compiled. If for any reason whatsoever there shall be any increase in the costs (including but not limited to currency fluctuations, increase in cost of materials, etc.) after the placement of the Order then the Customer shall be required to pay to 365 Aerospace on demand such amount as shall fully compensate 365 Aerospace for such increase in costs.
5.3 - Before 365 Aerospace begins providing the engineering Services, 365 Aerospace reserves the right to charge the Customer a non-refundable Deposit of 25% of the total Price for the Services which shall be due and payable by the Customer on demand. The due date for payment of the Deposit and the remaining balance will be included in the ROM and/or Commercial Proposal. The price for all materials as set out in the Customer’s ROM and/or Commercial Proposal shall become due and payable in full upon confirmation of the Order by 365 Aerospace.
5.4 - Time of payment of the Price shall be of the essence of this Agreement.
5.5 - No set-off or counterclaim (whether arising in respect of this Agreement or any other Agreement) shall entitle the Customer to withhold payment of any sums whatsoever payable to 365 Aerospace under or by reason of this Agreement.
5.6 - All payments shall be made by the Customer to 365 Aerospace’s bank account in accordance with the bank account details provided by 365 Aerospace.
6.0 - Providing the Services
6.1 - As required by law, 365 Aerospace will provide the engineering Services with reasonable skill and care.
7.0 - EASA
7.1 - The provision of engineering Services shall be subject to EASA timescales, as well as other National Aviation Authority time scales. All EASA fees (and other applicable NAA fees) shall be the responsibility of the Customer, in the event that EASA (or any other NAA, or third party) charges fees for the engineering Services, 365 Aerospace shall recharge these fees in full to the Customer which shall be payable by the Customer to 365 Aerospace on demand.
7.2 - The Customer shall be responsible for revising any Continued Airworthiness Documentation.
7.3 - Any additional engineering compliance work requested by EASA (or the Customer), not currently covered under the workscope in the 365 Aerospace ROM or Commercial Proposal, will be charged additionally by 365 Aerospace. 365 Aerospace reserves the right to charge additionally for any costs arising from Stress Analysis, Testing or similar as deemed necessary by EASA or subject to deviations due to non-disclosure of information to 365 Aerospace. A guide to AWR pricing is described below:
- Changes required within a normal working week with a reasonable amount of notice will be charged at £60.00ph, chargeable to the nearest hour.
- Changes required within a normal working week on an AOG basis will be charged at £125.00ph, chargeable to the nearest hour.
- Changes required outside a normal working week on an AOG basis will be charged at £170.00ph, chargeable to the nearest hour.
8.0 - Materials
8.1 - Once confirmation of the Order is processed by 365 Aerospace, pricing of the materials will be confirmed and ordered to be shipped. The cost of materials shall be payable by the Customer in full to 365 Aerospace on confirmation of the Order. Materials will be subject to availability. Materials will be supplied with OEM or 8130-3 Certification, FORM 1 Certification will be charged additionally.
9.0 - Intellectual Property Rights
9.1 - During the course of 365 Aerospace providing the Services to the Customer, 365 Aerospace may create or produce drawings, designs and technical data for the Customer which embody/embodies certain Intellectual Property Rights (such as copyright or patents). All proprietary rights and Intellectual Property rights in the design and drawings (and engineering Services more generally) shall belong to and be vested in 365 Aerospace.
9.2 - 365 Aerospace will retain ownership of any and all Intellectual Property Rights that may exist in the designs, drawings and technical data. The work product, including all designs, drawings and technical data and the engineering Services more generally shall belong to 365 Aerospace with rights extended to the Customer, at the our sole discretion and with our prior written consent, which can be revoked at any time.
10.0 - Our Liability
10.1 - 365 Aerospace shall be responsible for any direct foreseeable loss or damage that the Customer may suffer as a result of 365 Aerospace’s breach of these Terms and Conditions or as a result of 365 Aerospace’s negligence. Loss or damage is foreseeable if it is an obvious consequence of the breach or negligence or if it is contemplated by the Customer and 365 Aerospace when the Contract is created. 365 Aerospace will not be responsible for any loss or damage that is not foreseeable.
10.2 - 365 Aerospace shall not in any event be liable for any consequential or special damage or loss including loss of profit or anticipated profit arising from the performance or non-performance of any engineering Services or supply of goods (including for the avoidance of doubt, materials and parts) or any of our obligations hereunder.
11.0 - Indemnity
11.1 The Customer shall indemnify 365 Aerospace and keep 365 Aerospace indemnified, including our officers, employees, agents and sub-contractors, against any and all costs or expenses whatsoever incurred by 365 Aerospace in respect of the provision of engineering Services and goods, including materials and parts, unless caused by the gross negligence or wilful misconduct on the part of 365 Aerospace.
12.0 - Events Outside of Our Control (Force Majeure)
12.1 - 365 Aerospace shall not be liable for any failure or delay in performing its obligations where that failure or delay results from any cause that is beyond its reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond its reasonable control.
12.2 - If any event described under this Clause 12 occurs that is likely to adversely affect 365 Aerospace’s performance of any of its obligations under these Terms and Conditions:
12.2.1 - 365 Aerospace will inform the Customer as soon as is reasonably possible;
12.2.2 - 365 Aerospace’s obligations under these Terms and Conditions will be suspended and any time limits that we are bound by will be extended accordingly;
12.2.3 - 365 Aerospace will inform the Customer when the event outside of our control is over and provide details of any new dates, times or availability of Services as necessary.
13.0 - Cancellation
The Customer may cancel engineering Services upon written notice to 365 Aerospace, effective if circumstances have changed such that the Engineering Services are no longer required by the Customer but in the case of cancellation under this clause a cancellation fee shall be charged by 365 Aerospace to the Customer in the amount of a sum for the costs incurred by 365 Aerospace for all labour involved in the engineering Services performed, as well as all the goods (including but not limited to materials and parts) ordered, in accordance with this Agreement as compensation (for the avoidance of doubt, including all the time spent by 365 Aerospace on producing engineering Services, as well as any time spent by 365 Aerospace investigating the design or modification prior to producing any engineering Services).
14.0 - Communication and Contact Details
14.1 - If the Customer wishes to contact Dan Jackson (Head of Airworthiness) at 365 Aerospace, you may do so by telephone at +44 (0)1438 90 66 66 or by email at DanJ@365.aero
14.2 - In certain circumstances the Customer must contact 365 Aerospace in writing (for example, if cancelling the contract). When contacting 365 Aerospace in writing the Customer may use the following methods:
14.2.1 - Contact Us by email at DanJ@365.aero, with the headline “CANCELLATION OF ENGINEERING SERVICE” if cancelling our Services.
15.0 - Complaints and Feedback
15.1 - We always welcome feedback from our customers and, whilst we always use all reasonable endeavours to ensure that your experience as a customer of ours is a positive one, we nevertheless want to hear from you if you have any cause for complaint.
15.2 - If you wish to complain about any aspect of your dealings with us, please contact us in one of the following ways:
5.2.1 - By email, addressed to Hannah at HannahP@365.aero; or
15.2.2 - By telephone, phone number: +44(0) 1438 90 66 66
16.0 - How We Use Customer’s Personal Information (Data Protection)
16.1 - All personal information that 365 Aerospace may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with the provisions of the Data Protection Act 1998 and your rights under that Act.
16.2 - We may use your personal information to:
16.2.1 - Provide Our Services to you.
16.2.2 - Process your payment for the Services.
16.2.3 - Inform you of new products and services available from Us. You may request that We stop sending you this information at any time.
17.0 - Other Important Terms
17.1 - 365 Aerospace may transfer (assign) its obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party.
17.2 - The Customer may not transfer (assign) its obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without 365 Aerospace express prior written permission.
17.3 - The Contract is between the Customer and 365 Aerospace. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
17.4 - If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
17.5 - No failure or delay by 365 Aerospace in exercising any of its rights under these Terms and Conditions means that 365 Aerospace has waived that right, and no waiver by 365 Aerospace of a breach of any provision of these Terms and Conditions means that it will waive any subsequent breach of the same or any other provision.
17.6 - The Customer agrees not to disclose any confidential information.
18.0 - Governing Law and Jurisdiction
18.1 - These Terms and Conditions, the Contract, and the relationship between the Customer and 365 Aerospace shall be governed by, and construed in accordance with English law. The courts of England are agreed to have jurisdiction to settle any disputes arising out of or relating to this Agreement and the parties submit themselves to the jurisdiction of the English courts with respect to such disputes. Each of the parties agrees that a judgment or order of the English courts in connection with this Agreement is conclusive and binding and may be enforced in the courts of any other jurisdiction.