1.1. The Terms and Conditions, hereafter referred to as Terms, contained herein shall apply to all quotations and offers made by and purchase orders accepted by Aero Bravo International B.V., hereafter referred to as Aero Bravo. These Terms apply to all sales made by Aero Bravo except to the extent the Terms conflict with an agreement signed by Aero Bravo and Buyer. These Terms apply in lieu of any course of dealing between the parties or usage of trade in the industry. These Terms may in some instances conflict with some of the terms and conditions affixed to the purchase order or some procurement document issued by the Buyer. In such case, the Terms contained herein shall govern, and acceptance of Buyer’s order is conditioned upon Buyer’s acceptance of the terms and conditions herein, irrespective of whether the Buyer accepts these conditions by a written acknowledgement, by implication, or by acceptance and payment of products ordered hereunder. Aero Bravo’s failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions herein. Any changes in the Terms contained herein must be specifically be agreed to in writing signed by an officer of Aero Bravo before becoming binding on either party.
2. Price, taxes and quotations
2.1. The price quoted by Aero Bravo for each Sale and Repair is based on the current price of materials, labour and other prime costs of Aero Bravo, including the rate of exchange if any, and shall remain valid for acceptance by Customer for 7 days. If Customer has not accepted the quoted price within 7 days, Aero Bravo reserves the right to revise the price quoted. All prices quoted shall be exclusive of any VAT payable.
2.2. No Reserve POs. Minimum PO $ 75.00. Min. Line Item value $ 10.00
3.1. Unless otherwise agreed in written, FOB is Vijfhuizen, Amsterdam Schiphol Airport (delivery is ex works). Aero Bravo may deliver goods in one or more consignment and invoice each consignment separately. Unless otherwise agreed in writing, delivery time is not of the essence. Aero Bravo does not accept liability for any loss arising from delay in delivery of goods.
4. Payment Terms
4.1. Unless otherwise agreed in writing, payment terms shall be prepayment. Unless otherwise agreed in writing, all payments are to be in United States dollars. Eventually, Aero Bravo may require payment to be secured by an irrevocable letter of credit or a bank guarantee acceptable to Aero Bravo should credit worthiness for the amount not be established prior or should the amount exceed existing credit limit. Where payment is made by letter of credit, all costs of collection shall be for Buyer’s account. In the event that Aero Bravo is required to bring legal action to collect delinquent accounts, Buyer agrees to pay reasonable attorney fees and costs of suit.
5. Acceptance, title and risk of loss
5.1. Buyer shall notify Aero Bravo of any visible defects, quantity shortage or incorrect product shipments within seven (7) days of receipt of the shipment. Failure to notify Aero Bravo in writing of any visible defects in the products within such period shall be deemed an unqualified acceptance.
5.2. Title in the goods shall pass upon Buyer’s final payment to Aero Bravo for the goods.
5.3. Risk in the products shall pass to Buyer as soon as the goods have been placed with a transport agent.
6. Order cancellation
6.1. For standard stock products, Buyer may cancel or reschedule a purchase product without penalty if the cancellation is notified to Aero Bravo prior to the shipment; cancellations of shipped items must be approved in writing by Aero Bravo Sales Manager and may be subject to restock fee of 10% of total invoiced.
6.2. Special goods, i.e. made to order parts or non-stock parts, cannot be cancelled.
6.3. Aero Bravo will not be liable to replace or supply any products that Aero Bravo has failed to supply due to prior sales or stock depletion.
6.4. Aero Bravo’s cancellation for Insolvency: Aero Bravo shall have the right to cancel any unfilled order without notice to Buyer in the event that Buyer becomes insolvent, adjudicated bankrupt, petitions for or consents to any relief under bankruptcy reorganization statute, or becomes unable to meet its financial obligations in the normal course of business.
7. Return of goods
7.1. Return of already delivered goods shall only be made with the prior written consent of Aero Bravo. Return Material Authorization number is required. Approved returns will be subjected to a restocking charge in force and stated by Aero Bravo at the time of the return approval.
7.2. Aero Bravo reserves the right to charge a restocking fee which may vary.
7.3. Any return of goods shall be for the account and at the risk of the Buyer.
7.4. Goods returned will be credited the original invoiced amount with deduction of the restocking charge and any special costs borne by Aero Bravo in relation to the returned goods.
8. Limited Warranty
8.1. All sales are final. Satisfaction on receipt, no other warranties expressed or implied. If not satisfied on receipt we remit full refund on return.
9. Limited liability
9.1. Neither Aero Bravo nor Buyer shall be liable for incidental or consequential damages, including but not limited to, the cost of labour, requalification, rework charges, delay, lost profits, or loss of goodwill arising out of the sale, installation or use of any Aero Bravo product. If Aero Bravo has any liability for breach of contract, breach of any implied condition, warranty or representation, the agreed liability of Aero Bravo to Buyer shall be limited in respect of any occurrence or series of occurrences to the contractual value of the goods or services that reference the subject of the contract.
9.2. In no event shall Aero Bravo‘s liability for such damages and costs (including legal costs) exceed the contractual value of the goods or services that are subject of the lawsuit. In providing such defense, or in the event that such product is held to constitute infringement and the use of the product is enjoined, Aero Bravo, in its discretion.
10. Confidential Information
10.1. Except as required by law, neither party shall use (except for purposes connected with the performance of its obligations hereunder), divulge or communicate to any third party any information of the other if reasonably known to be confidential.
11. Force majeure
11.1. Neither party shall be in breach of these Standard Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Standard Terms if such delay or failure results from events, circumstances or causes beyond its reasonable control, and in such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for six months the party not affected may terminate these Standard Terms by giving 14 days’ written notice to the other party.
12. Export Regulations, Licenses and Approvals
12.1. Buyer agrees to comply fully with all laws and regulations concerning the purchase and sale of goods. In particular, Buyer agrees to comply with the Export Administration Regulations of Europe in so far as they apply to the sale of goods.
12.2. Aero Bravo shall not be responsible for obtaining import and export licenses or official approval of the goods. In the absence of written agreement to the contrary, the Buyer shall:
12.3. Obtain such import licenses, etc., at his own expense as are required for the import or approval in the import of the goods in the recipient country.
12.4. Bear and defray all costs payable in connection with the entry of the goods into the recipient country and transit, where applicable, through other countries.
12.5. No parts of US origin sold by Aero Bravo may be exported or re-exported to a country not complying with U.S. export laws.
13. Applicable Law
13.1. The law of the Netherlands shall govern the formation, interpretation and enforcement of the contract.