These Conditions shall govern the Contract to the exclusion of any other terms and conditions.
The Seller shall supply and the Buyer shall acquire the Goods and/or the benefit of the Services in accordance with these Conditions. No additions or variations to these Conditions shall be binding unless agreed in writing and signed by both the Buyer and the authorized representative of the Seller.
In these Conditions:
- Aircraft means the aircraft in relation to which the Aviation Detailing Services are to be provided or performed in accordance with these Conditions;
- Seller means The Full Wax Limited; herein after shall be known as the Seller; provider of contracted Aviation Detailing Services.
- Buyer means the party by whom or on behalf of whom instructions have been given to the Seller for the supply of Services and/or Goods; Conditions means the Seller’s standard terms and conditions of supply as set out in this document together with any special instructions stipulated by the Seller overleaf;
- Contract means the written or verbal contract or request for the purchase of Aviation Detailing Services entered into between the Seller and the Buyer subject to the Conditions;
- Goods mean all goods, chemicals, materials or specialized equipment which the Seller is to supply/use in accordance with these Conditions;
- Price means, subject to clauses 3 and 5.4, the fixed fee quoted in writing by the Seller in relation to the Goods and/or Services (but, for the avoidance of doubt, not an estimate) (a ”Quote“), or, in the absence of a Quote, the amount to be paid for the Goods and/or Services in accordance with the Seller’s standard price list in force from time to time;
- Services mean any work to be done by the Seller in accordance with these Conditions.
2. BASIS OF SUPPLY
- 2.1 An estimate of the Price or, in the absence of such estimate, a Quote, given by the Seller to the Buyer shall constitute an offer by the Seller to supply to the Buyer subject to these Conditions.
- 2.2 Authorization (verbal or written) by the Buyer to the Seller to supply or an order submitted shall constitute an acceptance of the offer by the Seller to supply the Goods and/or the Services subject to these Conditions.
- 2.3 Any advice or recommendation given by the Seller or its employees or agents as to the application or use of the Goods or the Services which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed, save that no liability for fraudulent misrepresentation or concealment shall be excluded.
- 2.4 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order or specification submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods or the Services within a sufficient time to enable the Seller to properly perform the Contract.
3. PRICE, ADDITIONAL WORK AND CANCELLATION
- 3.1 All Quotes are valid for 30 days only within the current year at time of Quote. The Price shall be exclusive of any applicable value added tax.
- 3.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the Price to reflect any increase which is due to a factor beyond the control of the Seller such as, without limitation, any foreign exchange fluctuation, alteration of duties, significant increase in the costs of labour or materials, any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer or any delay caused by any instruction of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
- 3.4 The Seller reserves the right to carry out any additional work necessary to comply with a Certificate of Airworthiness or to obtain Civil Aviation Authority approval without references to the Buyer, who will be liable to pay the Seller for such additional work; if applicable.
- 3.5 The Seller reserves the right to make any changes in any specification for the Goods and/or the Services which are required to conform to any applicable statutory or EC requirements or, where the Goods or the Services are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
- 3.6 No order which has been accepted by the Seller may be cancelled by the Buyer unless the Seller agrees in writing. If the Buyer cancels the Contract he/she shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used plus the cost of any parts or materials purchased which have yet to be delivered), damages and expenses incurred by the Seller as a result of the cancellation.
- 3.7 A minimum period of 48 hours before the start of the contract is required by the Seller, should the Buyer wish to cancel or defer the contract. Failure to provide said notice will incur a Standard Cancellation Charge; the sum of which would normally by £250.00; payable upon invoice from the Seller.
- 4.1 The Seller shall not be liable for any loss or damage suffered by the Buyer caused by any reasonable or unavoidable delay in delivery of the services.
- 4.2 Unless otherwise agreed, the delivery of the Services shall be at the Buyers’ premises. Where the Seller agrees to deliver the Services at a location Out-of-The-Area of the Seller’s normal premises, the Buyer shall be liable for the Seller’s additional charges for transport and overtime for staffing.
5. DELIVERY – HANDLING
- 5.1 The Buyer will provide a suitable working environment for the Services to take place in.
- 5.2 The Buyer will ensure such premises fall within all standard H&S approved parameters.
- 5.3 The Buyer will ensure any equipment supplied by them in order to carry out such Services carry’s all legally required Risk Assessments and H&S certificates.
- 5.4 The Buyer will ensure that the relevant operator will, immediately notify the Seller of any changes to the Services requested and any relevant flight schedule changes which may affect the delivery of the services; and thereby Seller reserves the right to increase the Price to reflect any such change.
- 6.1 The Buyer will make payment to the Seller by the due date stipulated on the Invoice or within the stated Payment Terms on the Invoice. Should these not be detailed on the Invoice; payment must be paid within 30 days of Invoice Date
- 7.2 If the Buyer fails to make payment on the due date, then the Seller shall be entitled to cancel the Contract or suspend any further services to the Buyer and charge the Buyer interest from the due date up to the date of actual payment in full (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum above base rate. Such interest shall accrue on a daily basis.
- 7.3 Any duties, taxes, fees, charges or expenses arising from or incurred in connection with the export of any Goods from the United Kingdom and/or the import of any Goods into any other country requested by the Buyer; shall be paid by the Buyer.
8. RISK AND PROPERTY
- 8.1 The Seller shall have no liability for any loss or damage to the Aircraft after the same have left the Seller’s premises or care. Risk or damage to or loss of the Aircraft shall pass to the Buyer:
- 9.1 Unless caused by the Seller’s gross negligence or willful misconduct, the Seller shall not be liable for any loss or damage to any Goods and/or Aircraft belonging to the Buyer whilst the same are in possession of the Seller.
- 9.2 Subject to clause 9.4, the Seller shall only be liable for defective Goods or Services if the defect is due to faulty workmanship or due to a defect in the quality or condition of the Goods or their failure to correspond with any specification provided by the Seller to the Buyer. Any claim by the Buyer must be notified to the Seller within 30 days from the date of delivery, or (where the defect or failure was not apparent on reasonable inspection) be notified to the Seller within a reasonable time after discovery of the defect or failure.
- 9.3 If the Buyer does not notify the Seller in accordance with clause 9.2 the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the Price as if the Goods had been delivered in accordance with the Contract.
- 9.4 Neither party shall be liable to the other for any loss of profit, business, contracts, revenues or anticipated savings or for any special, indirect or consequential loss or damage whatsoever. Nothing in these Conditions shall restrict or exclude liability for death or personal injury caused by the negligence of the Seller. The entire liability of the Seller under or in connection with the Contract shall not exceed the Price.
- 9.5 The Seller shall not be liable for any delay or failure in performance of any of its obligations under the Contract where this is due to matters beyond its reasonable control including but not limited to Act of God; war; difficulties in obtaining materials, labour, fuel or machinery; import or export regulations; industrial action or trade disputes; failure of sub-contractors; power failure or breakdown in machinery.
- 9.6 Whilst on the Seller’s premises the Buyer shall behave properly and agrees to indemnify the Seller against any loss or damage suffered by the Seller as a result of the Buyer’s act or omission whilst on the Seller’s premises.
The Buyer shall be responsible at its own cost for insuring the Aircraft against all risks customarily insurable in respect of loss of or damage to such an Aircraft, its engines, components and any spare parts, whether or not belonging to the Buyer, while such property shall be on the Seller’s premises or in the Seller’s possession. The Seller will provide their own Employers Liability Insurance; also Hangar Keepers and Premises Insurance, additional cover is the Buyer’s responsibility.
- 11.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
- 11.2 The Seller may sub-contract the provision of any of the Services.
- 11.3 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
- 11.4 If any provision of these Conditions is held by any component authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
- 11.5 The Buyer shall not without the prior written consent of the Seller assign the Contract or any part of it.
- 11.6 A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract under that Act.
- 11.7 These Conditions shall in all respects be governed by and construed in accordance with English law and shall be deemed to have been made in England and the parties hereby agree to submit to the exclusive jurisdiction of the English courts.