Purchase Order T&C

1. Interpretation
   • In these Conditions, the following definitions apply:
   • Aeroservices: the company placing the order, being either: Aeroservices, a company registered in England and Wales with company number 06403722 and having its registered office address at Aeroservices House, 5 Butts Court, Leeds, West Yorkshire LS1 5JS; or Aeroservices Middle East DWC LLC, a company registered in Dubai with registration number 6276, Trading Licence 6657 and having its registered office address at Building A3, Level 1, Office#123, Business Park, Dubai South, UAE; or Aero Think India Private Limited, a company registered in India with Corporate Identity Number (CIN) U72900KA2023PTC169865 and having its registered office address at ITPB, International Tech Park, 2nd Floor, Park Square Mall, Whitefield Main Rd, Bangalore Karnataka 560066, India ; or Aeroservices Havacilik Hizmetleri Limited Sirketi, a company registered in Turkey under registration number 0008175711100001 and having its registered office address at Sultan Selim Mah. Eski Buyukdere Cad. No 61 IC Kapi No 2, Kagithane, Istanbul, Turkey; or Aeroservices Shanghai Limited, a company registered in China under license number 07000002202004010005 and having its registered office address at Room 1184, No. 100, Lane 130, Taopu Road, Putuo District, Shanghai, China.

Certificate of Analysis: a report which details the relevant inspection or tests that have been undertaken by the Supplier on the Goods prior to delivery;

Certificate of Conformity: a certificate which is signed by the Supplier’s quality representative and which identifies, specifies or is traceable to: (a) Aeroservices’ Order; (b) the description, drawing/part number and Specification with issue status; (c) any deviations Aeroservices has agreed to; (d) batch numbers; and (e) the declaration of shelf life of the Goods;

Conditions: the terms and conditions set out in this document together with any special terms agreed in writing between the Supplier and Aeroservices;

Contract: the contract between Aeroservices and the Supplier for the sale and purchase of the Goods and/or Services in accordance with these Conditions;

Goods: any goods (or any part of them) agreed in the Contract to be purchased by Aeroservices from the Supplier;

Insolvency Event: the other party: (a) enters liquidation or a winding up petition is presented against the company; (b) has a receiver, liquidator, administrator, trustee or an individual with a similar role appointed over any of its assets; (c) proposes to make any arrangements with its creditors or passes a resolution to place the company into liquidation; or (d) suffers an event which, under the law of a different country, is equivalent to any of the previously specified acts or events;

Order: Aeroservices’ order for the Goods and/or Services incorporating these Conditions which includes details of the Goods and Services to be provided and details of any relevant Specification;

Quality Records: all records/documentation relating to: (a) design and development changes; (b) results of any reviews; (c) the authorisation of the changes; and (d) the actions taken to prevent adverse impacts; (e) statistical documentation; (f) process control documentation; (g) results of production process verifications; (h) any assessments of changes to the production processes thereafter; (i) the Test Report; and (j) any other documentation highlighted as a quality record by Aeroservices from time to time; 

Services: any services (or any part of them) agreed in the Contract to be purchased by Aeroservices from the Supplier;

Service Levels: the service levels for the Services, if any, specified in the Order or otherwise agreed in writing between Aeroservices and the Supplier;

Specification: any specification for the Goods and/or Services that is agreed in writing by Aeroservices and the Supplier including details of any technical data (for example, drawings, process requirements, work instructions); and

Supplier: the person, firm or company who accepts Aeroservices’ Order.

• A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted and includes subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
• Any phrase including the terms “including”, “include”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. Basis of Contract
   • In relation to the supply of Goods only (or Services where the Services relate to Goods that are required to be compliant), the Supplier acknowledges that Aeroservices requires the Supplier, its processes, products and services to be compliant with standard BS EN 9120:2018 (as updated from time to time), or any such equivalent standard in different jurisdictions (the “Standard”). The Supplier confirms to Aeroservices that it is compliant with the Standard. If the Supplier or any of its processes, products or services are not compliant with the Standard, it must notify Aeroservices immediately. If the Supplier notifies Aeroservices that it is not compliant with the Standard before delivery of the Goods but after the Order has been accepted in accordance with clause ‎3, Aeroservices may withdraw the Order immediately with no liability. .
   • These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   • The Order constitutes an offer by Aeroservices to purchase the Goods and/or Services in accordance with these Conditions. The Order shall be deemed to be accepted on the earlier of the Supplier expressly issuing written acceptance of the Order, or the Supplier doing any act consistent with fulfilling the Order. Aeroservices’ offer to purchase Goods and/or Services shall lapse if the offer has not been accepted by the Supplier within 7 days of Aeroservices making the offer.
3. Goods
   • The Supplier warrants that the Goods shall:
     • comply with their description and any applicable Specification (including where there are special requirements determined by Aeroservices’ customers) whether contained in the Order or otherwise and the Supplier shall have no discretionary power to deviate from the Specification or other description detailed in the Order for any reason;
     • comply with their declaration of shelf life specified in the Order;
     • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by Aeroservices expressly or by implication, and in this respect Aeroservices relies on the Supplier’s skill and judgment;
     • be free from defects in design, material and workmanship and remain so for 12 months after delivery (unless specified otherwise in the Order);
     • comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods, including:
       • environment, health, safety, packaging and labelling; and
       • the control, restriction, prohibition, recovery and/or elimination of chemicals and/or hazardous substances,

and in each case, the Supplier shall provide such information as Aeroservices may require as proof that the requirements in clause ‎3.1.5 have been complied with,

together the “Warranty”.

• Aeroservices and any third parties nominated by Aeroservices shall have the right to inspect and test the Goods at any time before delivery.
• Aeroservices may at any time make changes in shipping and packing instructions, quantities, drawings, designs, specifications, place and/or time of delivery, for which an appropriate adjustment to the Order shall be made.

The Supplier shall monitor the quality and performance of the Goods and shall retain all Quality Records for a period of at least 10 years, or as determined by Aeroservices’ customer and/or any applicable regulations (which will be notified to the Supplier in the Order). The Quality Records shall be stored in a controlled environment and in a suitable manner in accordance with all applicable legal rules and regulations. The Supplier must not dispose of any Quality Records without Aeroservices’ express written consent.

• The Supplier shall notify Aeroservices of any changes to processes, products or services, including changes immediately to its supply chain or location of manufacture of the Goods.

4. Components of Goods
   • The Supplier shall not include suspected unapproved or counterfeit goods in the Goods delivered to Aeroservices. The Supplier shall implement policies that include prevention, detection and risk mitigation methods to give complete supply chain assurance. The Supplier shall provide details of such processes together with associated documentation from time to time upon Aeroservices’ request.
   • The Supplier shall only purchase components and parts procured directly from original equipment manufacturers (“OEM”) or through its authorised distribution chain.
   • The Supplier may use sub-contractors for parts of the work on the Order provided that the Supplier shall remain fully responsible for the Goods and shall ensure that its sub-contractors comply with all provisions of the Order. The Supplier shall remain primarily liable for any act or omission of the sub-contractor (whether such act or omission was negligent) as if it were the act or omission of the Supplier.
   • The Supplier shall provide Aeroservices with documentation that authenticates traceability of any components used in the production of the Goods to the raw material used to that OEM immediately upon Aeroservices’ request.  
   • The Supplier shall be responsible for inspecting all components and parts to ensure conformance with all requirements set out in the Specification or Order and shall document all inspection requirements and acceptance criteria to ensure they are compliant with any requirements communicated to it by Aeroservices.
5. Delivery
   • The Supplier shall ensure that:
     • the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; and
     • unless specified otherwise, each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods, any reference number of Aeroservices, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of the Goods to be delivered (the “Delivery Note”);
     • if the Supplier requires Aeroservices to return any packaging material to the Supplier, that fact is clearly stated on the Delivery Note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier; and
     • each delivery of the Goods is accompanied by a Certificate of Conformity of the manufacturer indicating that the requirements of the applicable Order have been met, together with any other documentation reasonably required by Aeroservices; or
     • where the Supplier is a stockist or distributor and not the manufacturer of the Goods, each delivery of the Goods is accompanied by:
       • a Certificate of Conformity, or an authorised release certificate (as applicable);
       • a Certificate of Conformity and a statement of undertaking established by the original manufacturer, attesting the conformity of the delivery with the Order;
       • where applicable, an EASA certificate or a FAA certificate; and
       • any other documentation reasonably required by Aeroservices.
     • The Supplier shall send an additional copy of the Certificate of Conformity required in accordance with clause ‎1.4 or clause ‎5.1.5 by email to Aeroservices at [email protected] by no later than the Delivery Date (as defined below).
     • The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) on the date specified in the Order, or other such time agreed between the parties, during Aeroservices’ normal business hours, or as instructed by Aeroservices (“Delivery Date”). Time for delivery shall be of the essence.
     • Prior to, or on the Delivery Date, the Supplier shall provide to Aeroservices the Certificate of Analysis, together with all supporting documentation. The Supplier acknowledges that provision of the Certificate of Analysis does not limit its liability to Aeroservices in any way or remove Aeroservices’ subsequent right to reject the Goods in accordance with clause ‎
     • Delivery is completed on the completion of the unloading of the Goods at the Delivery Location.
     • The Supplier shall not deliver the Goods in instalments without Aeroservices’ prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure to deliver any one instalment on time or at all, or any defect in an instalment shall entitle Aeroservices to the remedies set out in clause ‎

6. Non-conformity
   • The Supplier is responsible for the compliance of the Goods, processes, products and services with the Order and with the Standard, in particular by means of pre-delivery inspections and final tests. The Supplier shall notify Aeroservices of any non-conformity immediately upon discovery.
   • Where the Supplier or Aeroservices (as the case may be) identifies any element of the Goods, processes, products or services as being non-conforming:
     • the Supplier shall perform a root-cause analysis and take any necessary corrective action to remedy the causes of such non-conformance;
     • the Supplier shall implement a suitable preventative action plan to Aeroservices’ satisfaction; and
     • if:
       • the Supplier’s Goods, processes, products or services continue to be non-conforming;
       • Aeroservices is not satisfied with the preventative action plan; or
       • the Supplier does not rectify any issues highlighted within the timeframe specified by Aeroservices,

Aeroservices may terminate the Contract immediately on written notice to the Supplier.

• Aeroservices shall monitor the Supplier’s performance under the Contract and, if Aeroservies is dissatisfied with the Supplier’s performance, Aeroservices shall notify the Supplier of such disatisfaction and the process in clause ‎2 will apply.
• Non-conforming Goods (or components thereof) must be disposed of in accordance with Aeroservices’ instructions. Upon request, the Supplier shall provide proof of such destruction to Aeroservices.

7. Personnel
   • The Supplier shall be responsible for ensuring that its personnel who are engaged in the supply of Goods to Aeroservices are fully trained, skilled, qualified and capable of fulfilling all of the requirements contained in the Order and that they are aware of:
     • their contribution to product or service conformity;
     • their contribution to product safety; and
     • the importance of ethical behaviour.
   • The Supplier shall ensure its personnel are suitably qualified in accordance with any specific requirements identified by Aeroservices in the Order from time to time.
8. Right of Inspection
   • Aeroservices, its representatives, customers and regulatory authorities may from time to time for auditing and inspection purposes access:
     • the applicable areas of the Supplier’s (or any of its sub-contractors’) facilities; and
     • applicable documented information, including the Quality Records for auditing and inspection purposes.

9. Services
   • The Supplier shall supply the Services to Aeroservices in accordance with the terms of the Order, these Conditions and the Specification.
   • Where the Services provided by the Supplier relate to goods which are required to be compliant with the Standard, the Supplier acknowledges that Aeroservices requires it, its processes and products to be compliant with such Standard.
   • The Supplier shall meet any performance dates for the Services that Aeroservices notifies to the Supplier and time is of the essence in relation to any of those performance dates.
   • If the Supplier is acting in the capacity as a sub-contractor in providing the Services to Aeroservices, it shall not perform the Services until Aeroservices’ necessary approval process has been completed.
   • In providing the Services, the Supplier undertakes that it shall:
     • perform the Services in accordance with the Contract, including the Specification and the Service Levels (where applicable);
     • co-operate with Aeroservices in all matters relating to the Services, and comply with all instructions of Aeroservices;
     • perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
     • use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Order;
     • provide all equipment, tools and vehicles and such other items as are required to provide the Services;
     • use the best quality goods, materials, standards and techniques, and ensure that all goods and materials supplied and used in the Services or transferred to Aeroservices, will be free from defects in workmanship, installation and design;
     • obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
     • comply with all applicable laws, regulations, regulatory policies, guidelines or other industry codes which may apply to the provision of the Services;
     • observe all health and safety rules and regulations and other security requirements that apply at the Aeroservices premises or such other premises that the Services may be performed from; and
     • not do or omit to do anything which may cause Aeroservices to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that Aeroservices may rely or act on the Services.

10. Remedies
    • If the Goods are not delivered on the Delivery Date, or, subject to the procedure for non-conforming Goods, do not comply with the Warranty and/or the Supplier fails to perform the Services by the applicable performance date, then, without limiting any of its other rights or remedies, and whether or not it has accepted and/or paid for the Goods and/or Services, Aeroservices shall have the right to:
      • terminate the Contract;
      • reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;
      • require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods and/or for sums paid in advance for the Services that the Supplier has not provided;
      • refuse to accept any subsequent delivery of the Goods and/or subsequent performance of the Services which the Supplier attempts to make;
      • recover from the Supplier any costs incurred by Aeroservices in obtaining substitute goods and/or services from a third party; and
      • claim damages for any other costs, loss or expenses by Aeroservices which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.
    • These Conditions shall apply to any repaired or replacement Goods and/or Services supplied by the Supplier.
    • Aeroservices’ rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
11. Title and Risk
    • Title and risk in the Goods shall pass to Aeroservices on completion of delivery.
12. Price and Payment
    • Unless otherwise agreed in writing, the price of the Goods and/or Services shall be as set out in the Order, or if no price is quoted, the price set out in the Supplier’s published price list in force as at the date the Contract came into existence. The price shall be fixed for the duration of the Order. Unless otherwise agreed, the price of the Goods and/or Services is exclusive of VAT but inclusive of all other taxes and duties, costs of packaging, insurance and carriage of the Goods (as applicable).
    • No extra charges shall be effective unless agreed in writing by Aeroservices.
    • The Supplier may invoice Aeroservices for the price of the Goods and/or Services plus VAT at the prevailing rate (if applicable) in the currency of the Supplier on or at any time after the completion of delivery. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, Aeroservices’ order number (if applicable) and any supporting documents Aeroservices may reasonable require. If the invoice does not include this information, the invoice may be rejected. Where UK VAT is due on the price, the invoice must also show: (a) the Supplier’s VAT registration number; (b) the total net value of Goods and/or Services in pounds sterling at each VAT rate; and (c) the amount of VAT in pounds sterling at each rate.
    • Aeroservices may withhold payment of all or part of any disputed invoice or other statement of monies due (the “Disputed Sum”). Aeroservices shall notify the Supplier in writing of any Disputed Sum as soon as reasonably practicable upon receipt of the invoice. The Supplier shall provide all such evidence as may be requested by Aeroservices to verify the Disputed Sum. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date. The Supplier’s obligations to supply the Goods and/or Services shall not be affected by any payment dispute.
    • Aeroservices may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to Aeroservices against any liability of Aeroservices to the Supplier.
13. Insurance and Indemnification
    • During the term of the Contract, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on Aeroservices’ request, produce both the insurance certificate giving details of cover and receipt for the current year’s premium in respect of each insurance.
    • The Supplier shall indemnify Aeroservices, its officers, agents and employees against all liabilities, costs, expenses, damages and/or losses (including any direct, indirect and/or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Aeroservices as a result of or in connection with:
      • any claim brought by Aeroservices against the Supplier arising out of or in connection with the Contract;
      • any claim brought against Aeroservices for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the receipt, use or supply of the Goods and/or Services, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, or agents;
      • any claim made against Aeroservices by a third party for death, personal injury or damage to property arising out of or in connection with defects to the Goods and/or Services, to the extent that the defects in the Goods and/or Services are attributable to the acts or omissions of the Seller, its employees, or agents;
      • any claim made against Aeroservices by a third party arising out of or in connection with the supply of the Goods and/or the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Order by the Supplier, its employees, or agents; and
      • any claim made against Aeroservices by a third party arising out of or in connection with the Supplier’s failure to provide or delay in providing any information reasonably required by Aeroservices.

14. Termination
    • Aeroservices may terminate the Contract in whole or in part at any time before delivery with immediate effect by giving the Supplier written notice, upon receipt of which the Supplier shall discontinue all work on the Contract. Aeroservices shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods and/or Services at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
    • Without limiting its other rights or remedies, either party may terminate this Contract with immediate effect by giving written notice to the other party if the other party:
      • commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so; or
      • ceases to trade, is unable to pay its debts and/or suffers an Insolvency Event.
    • It is acknowledged that Aeroservices may terminate the Contract immediately pursuant to clause ‎2 and clause ‎10.1.
    • On termination of the Contract for any reason, Aeroservices shall only be liable to pay the Supplier the price of the Goods and/or Services delivered to/performed and accepted by Aeroservices.
    • Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
15. Intellectual Property
    • In respect of the Goods transferred to Aeroservices under this Contract, the Supplier warrants that it has full, clear and unencumbered title to all such items and that, at the date of delivery of such items to Aeroservices, it will have full and unrestricted rights to transfer all such items to Aeroservices.
16. General
    • Compliance with relevant laws. In performing its obligations under the Contract, the Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in force.
    • Force Majeure. Neither party shall be liable to the other for any delay or non-performance of its obligations under this Contract arising from any event beyond its reasonable control, provided that it notifies the other party of the circumstances and the extent of any resulting delay or prevention and resumes performance of its obligations as soon as reasonably possible following its end.
    • Notices required to be given under this Contract shall not be sent by email. Notices shall be deemed to have been duly received:
      • if delivered personally, when left at the registered address of the relevant party or otherwise the address notified by the recipient to the other party in writing; or
      • if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second day (excluding weekends and public holidays) after posting; or
      • if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
    • Anti-Bribery and Modern Slavery. Each party shall comply with the Bribery Act 2010 and the Modern Slavery Act 2015 and not do, or omit to do, any act that will cause the other to be in breach of the Bribery Act 2010 or the Modern Slavery Act 2015.
    • Assignment and Transfer. The Supplier may not assign, delegate, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under this Contract without the prior written consent of Aeroservices. The Supplier may sub-contract any of its responsibilities under this Contract in accordance with clause ‎3.
    • Further Assurance. At any time, each party shall sign all documents and do or cause to be done all further acts and things as that party so requiring may reasonably require to give full effect to the terms of this Contract.
    • Entire Agreement. This Contract (and the documents referred to within it) contains all the terms which the parties have agreed with respect to its subject matter and supersedes all previous agreements and understandings between the parties (whether oral or in writing) relating to such subject matter. Each party acknowledges and agrees that it has not been induced to enter into this Contract by a statement or promise which it does not contain or is not contained in a document referenced within it. All warranties, conditions and other terms (whether express or implied) that are not set out in this Contract are (to the fullest extent permitted by law) excluded from this Contract.
    • Third Party Rights. A person who is not a party to this Contract shall not have any rights to enforce its terms.
    • No variation of this Contract shall be effective unless it is in writing and signed by each of the parties (or their authorised representatives).
    • A waiver of any rights or remedy under this Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
    • If any provision of this Contract is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction then it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible that provision shall be deemed to be omitted from this Contract in so far as this Contract relates to that jurisdiction and the validity and enforceability of that provision in other jurisdictions and the other provisions of this Contract shall not be affected or impaired.
    • Governing Law and Jurisdiction. This Contract shall be governed by English Law. The parties agree to submit to the exclusive jurisdiction of the English courts.