GENERAL TERMS AND CONDITIONS
of E.I.S. Aircraft Products and Services GmbH, Kolumbusstraße 31, 53881 Euskirchen, Germany, and all other sites – hereinafter referred to as EIS – to carry out work at aircraft and for the distribution and sale of spare parts.
1. General terms
1.1 The following terms shall be exclusively applicable to orders placed with EIS to carry out work onaircraft (e.g. disassembly or assembly, maintenance service, overhaul, including replacement of components, fitting accessories, maintenance and other work)as well as the sale of replacement or spare parts.
1.2 Agreements between the Principal/Purchaser and EIS shall be binding for the parties involved if they have been confirmed in written form or by telex. The acceptance or forwarding of orders placed by phone or telex shall be at Purchaser’s/Principal’s riskand for the account of Purchaser/Principal.
1.3 The work order shall include the authorization to carry out test flights, test runs or other work required for testing the contract item without separate approval of the principal. The Principal/Purchaser shall agree that additional and overtime work turning out to be necessary during repair may be invoiced separately without special authorization unless a binding quotation has been submitted according to paragraph II.
1.4 EIS shall be entitled to have work they have been commissioned with carried out by another company deemed appropriate as performing agent within and outside the Federal Republic of Germany.
1.5 Replacement and spare partsshall be sold exclusively to end consumers. The Purchaser shall expressly acknowledge this. Resale shall require the approval of EIS.
2. Offers and quotations
All offers are subject to change. Quotations shall only be binding if made in written form or explicitly identified in writing as binding. The Principal/Purchaser shall be invoiced for specific deliveries and supplies rendered for submitting a requested quotation, e.g. travels, check-operations, disassembly work etc., even if the work provided for in the quotation is not carried out or carried out in modified form.
3.1 The prices for parts used, material, test flights and extra services, as well as the prices for work performance shall be indicated separately.
3.2 If a fixed price has been agreed when the order was placed, only this price may be invoiced.
3.3 Objections to invoices must be made vis-à-vis EIS in writing and not later than eight days upon receipt. Otherwise the settlement shall be considered as approved. The Principal/Purchaser shall be made specifically aware of this legal consequence upon presentation of the invoice.
4.1 The performance period shall be extended by the period of default EIS is not responsible for or the default of the Principal/Purchaser with consideration or cooperation.
4.2 EIS shall be obliged to observe the deadline bindingly agreed upon. If the amount of work is increased compared to the original order volume, the deadline shall be deferred accordingly.
4.3 Deadlines shall only be binding for EIS if they have been identified as binding expressly and in written form by EIS.
4.4 If EIS is responsible for non-compliance with the delivery deadline, the Principal/Purchaser shall be entitled to withdraw from the contract after a reasonable period of grace. Further claims, particularly to compensation for damages due to missed deadlines shall be excluded except for proven responsibility in cases of intent or gross negligence.
5.1 The contract item is considered accepted with delivery, unless a written objection is made vis-à-vis EIS within ten days. Upon delivery the customer shall be made aware of this legal consequence. As a general rule, the delivery shall be made on the premises of EIS.
5.2 If the Principal/Purchaserrequests the delivery of the contract item, this shall be at his risk and for his account.
5.3 The Principal/Purchaser shall be in default with acceptance if he fails to pick up the contract item against payment of the invoice within 14 days after he has been informed of completion and the preliminary or final invoice has been issued. After that deadline EIS shall be entitled to invoice the usual storage and parking fees. The contract item may also be otherwise correctly stored or parked on usual terms at the discretion of EIS. If the contract item is an aircraft, the usual storage or parking fees will be invoiced upon completion unless the Principal/Purchaser picks up the aircraft within a period of two days of notification of completion.
5.4 During the period the Principal/Purchaser is in default with acceptance, EIS shall only be liable for intent and gross negligence.
6.1 EIS shall only be liable for poor workmanship they are responsible for. EIS shall grant rights vis-à-vis a third party to the Principal/Purchaser for parts not produced by EIS or foreign material, spare parts and accessories. The Principal/Purchaser shall be entitled to demand replacement from a third party. Moreover, he shall be entitled to demand the reduction of the remuneration or annulment of the contract instead of replacement. If the third party has restricted warranty to replacement, the Principal/Purchaser shall be entitled to choose reduction or annulment if replacement failed. The Principal/Purchaser shall be obliged to initially assert his ceded claims out-of-court vis-à-vis the third party.
6.2 Visible defects, quantity and quality included, must be reported immediately upon acceptance of the contract item. Otherwise the delivery is considered according to contract.
6.3 The warranty period for hidden defects that were not visible upon acceptance shall expire if:
6.3.1 thePrincipal/Purchaser does not immediately notify EIS in written form upon detection and the rejected contract item is not delivered to EIS free of charge within ten days upon detection of the defect, unless otherwise agreed.
6.3.2 the part of the aircraft affected by the defect has been modified or repaired by the Principal/Purchaseror a third party, with the exception of emergencies.
6.3.3 two weeks or 10 flight hours have passed between acceptance and sending the notification of defects for merchants and minor traders in termsof HGB (German Commercial Code).
6.3.4 For non-traders, if EIS has not been notified of the defect in writing within six months of acceptance.
6.3.5 The damages detected after acceptance are based on natural wear, faulty or negligent treatment, misuse, excessive use or other circumstances the Principal/Purchaser is responsible for.
6.4 The warranty of EIS shall be restricted to the obligation to remedy the defect in their own hangar or a workshop approved by them. If spare parts are purchased the warranty of EIS shall be restricted to the right to spare parts supply or repair of the defect. If the replacement or repair fails, the Principal/Purchaser shall be entitled to demand the reduction of compensation or optionally the annulment of the contract. The repair is considered failed if the defect is not entirely remedied after the work or replacement has been carried out twice.
6.5 Set-off with warranty rights shall be excluded with the exception of undisputed claims or claims awarded by final and non-appealable judgement. For merchants and minor traders in terms of HGB (German Commercial Code) a lien due to warranty rights shall be excluded.
7.1 EIS shall not be liable for damages and losses of the contract items and parts of those that have been delivered to them for processing unless the damages were caused by EIS or their employees with intent or gross negligence.
7.2 Unless otherwise stipulated in these terms, the liability of EIS shall be restricted to the repair of damages of the contract item or parts thereof. If repair is not possible or entails disproportionate costs, liability of EIS shall be restricted to the difference between the value of the damaged object before the damaging event and its value after its occurrence.
7.3 EIS shall not be liable for additional contents of aircraft unless they have been delivered for special storage.
7.4 The risk of test flights shall be with the Principal. During default of acceptance by thePrincipal EIS shall only be responsible for intent or gross negligence.
7.5 If EIS commission another company as performance agent to execute the granted order completely or partially, according to paragraph II clause 4 of these terms, liability of EIS, their employees and the third party as performance agent shall be restricted to intent and gross negligence.
7.6 EIS shall only be liable vis-à-vis the Principal/Purchaser for intent and gross negligence. Apart from that, the Principal/Purchaser or a third party shall not be granted compensation by EIS for a direct or indirect damage regardless of the legal reason.
7.7 The Principal/Purchaser shall undertake to exempt EIS from any and all liability vis-à-vis a third party and all claims raised by a third party vis-à-vis EIS caused by him or in relation with the order he has granted unless EIS acted with intent or gross negligence.
7.8 The Principal shall be liable vis-à-vis EIS for all damages caused by him or his performance agents with intent or gross negligence.
8.1 As a general rule, the Principal shall be responsible for insurance cover for damage of all kinds. If requested, he shall at any time prove to EIS that sufficient insurance cover is in place.
8.1 If the Principal violates this obligation or necessary insurance cover does not exist, EIS shall be entitled to take out appropriate insurance on the Principal’s account, disburse premium amount and assert it as part of their claims.
9.1 The payment of work shall be due upon acceptance of the contract item, however, not later than 14 days upon notification of completion and delivery of the preliminary or final invoice. For contracts with regard to spare or replacement parts, the amount shall be due upon conclusion of the purchase contract. The payments shall be due net without deduction to the bank account of EIS on the dates agreed.
9.2 Upon prior agreement cheques and drafts shall only be accepted as an offer for payment – not as actual payment.
9.3 Offset of payments with potential counterclaims shall only be permitted if these are undisputed or final.
9.4 EIS shall be entitled to claim advance payment of 50 % of expected costs.
9.5 If payment is not made within 14 days upon receipt of the invoice, the Principal shall be automatically in default. In such a case we are entitled to claim default interest of 5% above the respective base rate of the European Central Bank (ECB). For purchase contracts between companies default interest of 8 % above the respective base rate of the ECB shall be due.
10.1 Due to their entire claims from this Contract and claims from other repairs, supplies of material and other services generated by past contracts,EIS shall be entitled to a lien to all objects of the Principal acquired by EIS. EIS shall be entitled to a lien even when the financial situation of the Principal turns out to be unfavorable or due invoice amounts are not paid as agreed.
10.2 To cover outstanding invoice amounts including those of former orders, EIS shall be entitled – eight weeks after the due date of the claims – to private sale of the objects owned by them without prior threat and compliance with a sales period.
11. Reservation of title
11.1 EIS shall reserve the title to all accessories and replacement components until the claims from the business relation have been paid in full.
11.2 In the case of third party access, in particular in the case of distraint of the object of purchase or execution of entrepreneurial lien of a third party, the Principal/Purchaser must immediately inform EIS in written form thereof and inform the third party immediately of EIS’s reservation of title.The Principal/Purchaser shall bear all costs incurred for the cancellation of access and recovery of the object of purchase, provided that they cannot be collected by a third party.
11.3 If the title of EIS is lost by combination, blending or processing, they will become co-owner of the object in relation to the value the object has at the time of blending or processing.
12. Final provisions
12.1 Place of performance shall be the head office of EIS.
12.2 Legal venue of present and future claims from this business relationship with fully qualified merchants including draft and cheque claims shall be the head office of EIS.
12.3 The right of EIS to sue the Principal/Purchaser at his residence or head office shall not be affected.
12.4 Legal venue shall be the head office of EIS even if the Principal/Purchaser does not have a place of general jurisdiction in Germany, relocates his domicile or habitual residence, or his domicile or habitual residence is not known when the proceedings are instituted.
All claims arising from this Contract shall be subject to German law.