TERMS & CONDITIONS OF TRADING OF
EUROPEAN AVIATION LTD (“EUROPEAN”)
1. Application of Conditions and Definitions
1.1 European shall sell and the Buyer shall purchase the Goods in accordance with any quotation or offer of European which is accepted by the Buyer, or any order of the Buyer which is accepted by European, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
The headings in these Conditions are for convenience only and shall not affect their interpretation.
“Account” means the account in the name of the Customer under which the Customer can order the provision of Services by European to the Customer;
"European" means - European Aviation Limited having its principal place of business at European Hall, Bromyard Road, Ledbury, Herefordshire, United Kingdom HR8 1LG and/or, where applicable, any parent, subsidiary or affiliate company or successor or assign.
" Buyer" means the person, firm or company specified as the buyer of the Goods, Equipment or Parts.
“Additional Charges” means charges applicable to the provision of the Goods, Equipment or Parts which are charged in addition to the Charges including, as applicable, delivery costs, costs incurred in failed deliveries or collections, fuel, insurance charges, charges in respect of Damage Waiver and Damage Waiver Plus; and any other additional costs referred to in these Terms and Conditions;
“Charges” means the charges set out in the Agreement /Invoice or if no charges are detailed in the Agreement/Invoice, European’s standard charges for the relevant Goods, Equipment or Parts in force from time to time.
“Customer” means the customer or dealing with European under and upon the terms of this Agreement;
“Equipment” means any Part or the items of equipment to be sold, procured on behalf of, or hired by the Customer or as listed in the Order, all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it to be supplied or to be provided by European;
" Goods" means any equipment or part, material or services to be supplied, rendered, procured or hired or sub-contracted by or on behalf of European (including any instalment of the Goods or any parts for them).
“Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
“Intellectual Property Rights” means all intellectual and industrial property rights whether registered or unregistered (including know how and rights to prevent passing off) in the United Kingdom and all other countries in the world and together with all applications, renewals and extensions of the same;
“Order” means the individual orders for the purchase of Goods, Parts or Equipment placed by the Customer from time to time;
“Part” means any part, including rotable consumable, life-limited part or otherwise any item or piece of Equipment;
“Terms and Conditions” means these terms and conditions;
“Warranty” means to the extent that any manufacturer’s or third party supplier’s warranty is available to European and is capable of assignment or pass-on to the Customer only, but not further or otherwise;
2. Goods, Equipment or Parts Supplied
Basis of Sale
2.1 European’s employees or agents are not authorised to make any representations or claims concerning the Goods, Equipment or Parts unless confirmed by European in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representations of the Buyer and European.
2.3 Sales literature, price lists and other documents issued by European in relation to the Goods, Equipment or Parts are subject to alteration without notice and do not constitute offers to sell the Goods, Equipment or Parts which are capable of acceptance. An order placed by the Buyer may not be withdrawn cancelled or altered prior to acceptance by European. No contract for the sale of Goods shall be binding on European unless European has issued a quotation which is expressed to be an offer to sell the Goods; Equipment or Parts or has accepted an order placed by the Buyer, by whichever is the earlier of:-
2.3.1 European written acceptance;
2.3.2 delivery of the Goods, Equipment or Parts; or
2.3.3 European‘s invoice.
2.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by European shall be subject to correction without any liability on the part of European.
2.5 Goods, Equipment or Parts obtained by European to satisfy a specific Buyers order cannot be returned or credit allowed. All Goods, Equipment or Parts obtained on a Buyers behalf will be subject to a handling surcharge.
2.6 Orders and Specifications
2.6.1 No order submitted by the Buyer shall be deemed to be accepted by European unless and until confirmed in writing by an authorised representative of European.
2.6.2 The specification for the Goods, Equipment or Parts shall be those set out in European's sales documentation unless varied expressly in the Buyer's order (if accepted by European). The Goods, Equipment or Parts will only be supplied in the minimum units (or multiples) stated in European's price list or in multiples of the sales outer as specified. Orders received for quantities other than these will be adjusted accordingly. Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other European documents issued by the Seller are intended as a guide only and the contents shall not be European binding on the Seller.
2.6.3 European reserves the right to make any changes in the specification of the Goods, Equipment or Parts which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods, Equipment or Parts are to be supplied to European's specification, which do not materially affect their quality or performance.
2.6.4 No order which has been accepted by European may be cancelled by the Buyer except with the agreement in writing of European and on terms that the Buyer shall indemnify European in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by European as a result of cancellation.
Price of the Goods, Equipment or Parts
3.1 The price of the Goods, Equipment or Parts shall be the price listed in European's published price list current at the date of acceptance of the Buyer's order unpacked at European’s premises. or such other price as may be agreed in writing by European and the Buyer. European may amend the price to take account of any increase in the price of the supplier and delivery charges
3.2 Where European has quoted a price for the Goods, Equipment or Parts other than in accordance with European’s published price list the price quoted shall be valid for thirty (30) days only or such other time as European may specify.
3.3 European reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods, Equipment or Parts to reflect any increase in the cost to European which is due to any factor beyond the control of European such as, without limitation, any foreign exchange fluctuation, currency regulation or alteration of duties, any change in delivery dates, quantities or specifications for the Goods, Equipment or Parts which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give European adequate information or instructions.
3.4 The Buyer undertakes not to offer the goods for resale in any country (not being member states of the European Union or EFTA) notified by European to the Buyer at or before the time the Buyer's order is placed, or to sell the Goods, Equipment or Parts to any person if the Buyer knows or has reason to believe that that person intends to resell the Goods, Equipment or Parts in any such country. In particular, no resale shall be made to any country in respect of which there is an embargo or trade restriction issued from time to time by either the United Kingdom Government or by the United States of America.
3.5 The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, Equipment or Parts which the Buyer shall be additionally liable to pay to European.
3.6 The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, Equipment or Parts but full credit will be given to the Buyer provided they are returned at the Buyer's expense undamaged to European.
a) Unless otherwise expressly agreed in writing the Buyer shall reimburse European on demand for all costs and expenses incurred by European in respect of the actual delivery including the cost of storage, packaging, preservation, insurance and protection of the goods.
b) Each delivery shall be treated as a separate contract for supply and default or delay in any single delivery or instalment shall not entitle the Buyer to repudiate in whole or in part or shall it affect any other delivery.
c) So far as reasonably possible Goods, Equipment or Parts will be delivered in accordance with the Buyers instructions but European shall not be responsible for any delay in delivery of the goods due to any cause or causes beyond its reasonable control including but not being limited to fire, floods, accidents, strikes or lockouts.
d) In the event of non-delivery, notice of such shall be given within 7 days of date of despatch otherwise no claim will be considered.
e) In the event that the Buyer requests items to be despatched to them via the postal or courier service, no liability of any nature howsoever arising will be accepted whatsoever by European for non-delivery and any loss will be met by the Buyer unless the Buyer specifically requests the Goods, Equipment or Parts to be insured in transit.
5. Risk and Property
5.1 Risk of damage to or loss of the Goods, Equipment or Parts shall pass to the Buyer in accordance with the relevant provision of Incoterms or where Incoterms do not for any reason apply:-
5.1.1 in the case of Goods, Equipment or Parts to be delivered at European’s premises, the time when European notifies the Buyer that the Goods, Equipment or Parts are available for collection; or
5.1.2 in the case of Goods, Equipment or Parts to be delivered otherwise than at European 's premises, the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, Equipment or Parts the time when European has tendered delivery of the Goods, Equipment or Parts.
5.2 Notwithstanding delivery and the passing of risk in the Goods, Equipment or Parts or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until European has received in cash or cleared funds payment in full of the price of the Goods, Equipment or Parts and all other goods agreed to be sold by European to the Buyer for which payment is then due.
5.3 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods, Equipment or Parts which remain the property of European, but if the Buyer does so all money owing by the Buyer to European shall (without prejudice to any other right or remedy of European) forthwith become due and payable.
5.4 Payment in full and subsequent passing of title will not be deemed to have occurred until cleared funds have been received by European. All risk of loss or damage to Goods, Equipment or Parts including without limitation arising due to handling, storage or transit of Goods, Equipment or Parts shall pass to the Buyer upon delivery which shall be deemed to be ex works European.
6. Delivery and Insurance
6.1 Delivery of the Goods, Equipment or Parts shall take place and risk in the Goods, Equipment or Parts will pass in accordance with Incoterms, where applicable, otherwise delivery of the Goods, Equipment or Parts shall be made by European tendering bills or other appropriate documents of lading or by delivering the Goods, Equipment or Parts to the place specified in the Buyers orders and/or European’s acceptance as the location to which the Goods, Equipment or Parts are to be delivered by European or if no place of delivery is so specified by the Buyer collecting the Goods, Equipment or Parts at European’s premises at any time after European has notified the Buyer that the Goods, Equipment or Parts are ready for collection. Goods, Equipment or Parts despatched by post will be delivered when the Goods, Equipment or Parts are accepted by the post office in the United Kingdom.
6.2 Unless otherwise agreed in writing by the Buyer and the seller shipment and insurance of all Goods, Equipment or Parts ordered f.o.b. or f.a.s will be arranged by European on behalf of the Buyer and all charges shall be paid by the Buyer.
6.3 European shall endeavour to comply with the shipping instructions given by the Buyer with its order for the Goods, Equipment or Parts but European reserves the right to make part shipments and to ship by vessels of European’s choice from any port in the United Kingdom or elsewhere.
6.4 Where the Buyer is to provide a vessel for shipment European shall not be responsible for any charges resulting from failure by the Buyer to give due notice of the vessel's time of arrival.
6.5 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by European in writing. The Good, Equipment or Parts s may be delivered by European in advance of the Delivery Date upon giving reasonable notice to the Buyer. If European delivers the Goods, Equipment or Parts at any time after the Delivery Date European shall have no liability in respect of such late delivery.
6.6 Where delivery of the Goods, Equipment or Parts is to be made by European in bulk measured by weight, European reserves the right to deliver up to three per cent more or three per cent less than the quantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.
6.7 Where the Goods, Equipment or Parts are to be delivered in instalments, each delivery shall constitute a separate contract and failure by European to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.8 If the Buyer fails to take delivery of the Goods, Equipment or Parts or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods, Equipment or Parts to be delivered on that date, European shall be entitled upon giving written notice to the Buyer to store or arrange for the storage of the Goods, Equipment or Parts and then notwithstanding the provision of these Conditions risk in the Goods, Equipment or Parts shall pass to the Buyer, delivery shall be deemed to have taken place and the Buyer shall pay to European all costs and expenses including storage and insurance charges arising from such failure.
6.9 European shall not be liable for any costs incurred for whatever reason after delivery of the Goods, Equipment or Parts is deemed to have taken place. Where Goods are sold inclusive of any or all of the freight, handling, port or insurance charges, any increases in, or in the rates for, such charges arising after the date of the Contract and before the Goods, Equipment or Parts are delivered or arising through deviation to a new port or airport necessarily or at the Buyer's request or through any delay however caused shall be for the Buyer's account subject to the absolute discretion of European. Port surcharges and other incidental charges are not included in the freight rate will be for the Buyer's
6.10 Import or customs duty or other official taxes or charges arising from or necessary Goods, Equipment or Parts to enable delivery of the Goods, Equipment or Parts shall be for the Buyer's account and shall be reimbursed forthwith where necessarily paid by European.
6.11 European shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in delivery or in performing, or any failure to perform, any of European’s obligations in relation to the Goods, Equipment or Parts if the delay or failure was due to any cause beyond European’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond European’s reasonable control:-
6.11.1 act of God, explosion, flood, tempest, fire or accident;
6.11.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
6.11.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
6.11.4 import or export regulations or embargoes;
6.11.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
6.11.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
6.11.7 power failure or breakdown in machinery.
6.12 All goods will be delivered by European with a delivery note giving full details of the Goods, Equipment or Parts and their condition. If an approved certificate is necessary this will also accompany the Goods, Equipment or Parts and their condition clearly indicated. The Buyer shall be deemed to have accepted the goods or services as being in strict accordance with their specific requirements unless within fourteen days of date of receipt of the Goods, Equipment or Parts any discrepancies or damage is notified in writing and the Goods, Equipment or Parts returned to European at the Buyer's risk and expense in the condition in which they were received failing which European will accept no responsibility.
6.13 No attempts should be made by the Buyer to carry out any work or recertification of any nature to Goods, Equipment or Parts prior to their return to European. European reserves the right to test and inspect such Goods, Equipment or Parts and any costs so incurred in repairing or replacing the Goods shall be at the Buyer's risk and expense.
6.14 Unless otherwise expressly agreed in writing by the Buyer and European, Goods, Equipment or Parts sold c.i.f. will be insured from time to time the Goods, Equipment or Parts leave the warehouse or place of storage at the commencement of transit, throughout the ordinary course of transit and until:-
6.14.1 delivery to the Buyer's or other final warehouse or place of storage at the destination named in the Buyer's order;
6.14.2 delivery to any other warehouse or place of storage whether prior to delivery at the destination named in the Buyer's order or acknowledgement or order which the Buyer may elect to use either:
22.214.171.124 for storage other than in the ordinary course of transit; or
126.96.36.199 for allocation or distribution;
6.14.3 the expiry of 60 days after completion of discharge over side of the Goods, Equipment or Parts from the overseas vessel at the final port of discharge or on the expiry of 30 days after unloading the Goods insured from an aircraft at the final place of discharge, whichever shall first occur.
6.15. Insurance on Goods, Equipment or Parts sold c.i.f. shall be effected by European on behalf of and in the name of the Buyer and shall be for the c.i.f. value of the Goods, Equipment or Parts plus ten per cent (or such other percentage as may have been agreed in writing between the parties) against all marine and marine war and other marine risks (or air, air war or other air risks where appropriate). All special risks involved in the carriage of the Goods, Equipment or Parts shall be for the Buyer's account. Claims are payable abroad and are to be made by the Buyer on the overseas agent of European’s insurers.
6.16. All costs arising from the insurance being effected by the Buyer's request on Goods, Equipment or Parts sold other than c.i.f. shall be for the Buyer's account.
Terms of Payment
7.1 Subject to any special terms agreed in writing between the Buyer and European, European shall invoice the Buyer for the net sum due for the goods on or at any time after despatch of the Goods.
7.2 Invoices are based on the quantity, specification and condition of Goods, Equipment or Parts established by European when the Goods, Equipment or Parts leave European’s warehouse.
7.3 The Buyer shall pay the price of the Goods, Equipment or Parts on the payment date stated in the invoice or if no express provision for the time of payment is contained in the invoice within thirty (30) days after the date of invoice notwithstanding that delivery may not have taken place and/or that the property in the Goods, Equipment or Parts has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
7.4 All payments shall be made to European in the currency of the price stated in the invoice at its office as indicated on the form of acceptance or invoice issued by European without any deduction credit or set off whatsoever. No cheques for foreign currency invoices will be accepted. When making bank transfers all bank charges are for the account of the remitter.
7.5 European is not obliged to accept orders from any customer or buyer who has not supplied European with references satisfactory to European; if at any time European is not satisfied as to the creditworthiness of the Buyer it may give notice in writing to the Buyer that no further credit will be allowed to the Buyer in which event the Buyer shall be required to give security deposits in respect of goods already shipped and no further goods will be delivered to the Buyer other than against cash payment and notwithstanding any payment terms contained in the invoice all amounts owing to the Buyer to European shall be immediately payable in cash.
7.6 Without prejudice to any other European’s rights or remedies the Buyer shall in addition to payment of the price pay interest at the rate of 2% per month above the base rate of Barclays Bank plc from time to time on any sum remaining unpaid after the due date until the actual date of receipt of cleared payment by European before as well as after judgment if applicable.
7.7 Any query relating to the charges shown on the invoice must be notified to European in writing within 7 days of receipt of such document after which the Buyer becomes liable for the total amount shown on the invoice.
7.8 Exchange Transactions
In the event the transaction is a service exchange then the unit must be in repairable condition and any changes over and charges above the normal overhaul i.e. major unit replacement or modification to bring the unit up to manufacturers specification will in this event result in a supplementary invoice being issued.
Any Goods, Equipment or Parts not returnable to European in relation to service exchanges, within fourteen days. European reserve the right to charge an additional exchange fee as per the initial order.
In the event the Buyer fails to return an unserviceable exchange unit or the returned unit is deemed beyond economical repair then European reserves the right to demand payment of the full cost replacement of such unit.
A service exchange unit must be returned to European within 14 days of the date of order.
8. Amendment of Price
The issue of a credit note is the only method of price adjustment/variation recognised by European provided that such credit note bears the authorised signature of European.
No condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the Goods, Equipment or Parts supplied or that they (or in the case of services rendered the Goods, Equipment or Parts to which they relate) will be suitable for any particular purpose or for use under any specific condition not withstanding that such purpose or conditions may be known or made known to European.
10. Warranty Claim and Liability
10.1 European is not the manufacturer of the Goods, Equipment or Parts. Where European procures on behalf or, or sells Goods, Equipment or Parts to the Customer, European shall use reasonable endeavours to transfer or assign any warranty made available to European by any manufacturer or other third party supplier, to the extent that any such warranty shall be capable of transfer or assignment to the Customer. Otherwise no Warranty is given by European.
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Subject to the conditions set out below European warrants that the Goods, Equipment or Parts will correspond with their specification at the time of delivery and will be of satisfactory quality.
10.2 The Buyer shall be responsible for arranging for testing and inspection of the Goods, Equipment or Parts at European’s premises before shipment. European shall have no liability for any claim in respect of any defect in the Goods, Equipment or Parts which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
10.3 European shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to abnormal conditions, failure to follow European’s instructions (whether oral or in writing), misuse or alteration of the Goods, Equipment or Parts without European’s approval, or any other act or omission on the part of the Buyer, its employees or agents or any third party.
10.4 The mixing or use of the Goods, Equipment or Parts is beyond European’s control and accordingly all conditions and warranties, statutory or otherwise, as to fitness of the Goods, Equipment or Parts for any particular purpose are expressly excluded.
10.5 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.6 No Goods, Equipment or Parts may be returned to European without the prior agreement in writing of European. Subject thereto any Goods, Equipment or Parts returned which European is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection may be replaced free of charge or, at European's sole discretion European may refund or credit to the Buyer the price of the defective Goods, Equipment or Parts but European shall have not further liability to the Buyer howsoever arising, including for negligence.
10.7 Except as expressly provided in these Conditions, European shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Buyer (including, without limitation, loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of European, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods, Equipment or Parts or their use or resale by the Buyer.
10.8 The Buyer shall ensure that, except to the extent that instructions as to the use or sale of the Goods, Equipment or Parts are contained in the packaging or labelling of the Goods, Equipment or Parts any use or sale of the Goods by the Buyer is in compliance with all applicable statutory and other regulatory requirements and that the storage and handling of the Goods, Equipment or Parts by the Buyer is carried out in accordance with directions given by European or any competent governmental or regulatory authority and the Buyer will indemnify European from and against any liability loss or damage which European might suffer as a result of the Buyer's failure to comply with this condition.
10.9 Recertified and serviceable parts that are returned for a warranty claim are only valid for work content, and parts previously supplied by the repair agency concerned. Any parts and labour which may be additional to this will be borne by the Buyer.
10.10 In the event that any rotable part is returnable to European as a warranty claim this will be investigated and in the event that in the opinion of a JAR 145 approved repair organization the part is reported as 'NO FAULT FOUND' or has been made unserviceable due to incorrect fitting, or engineering malpractice, then all costs associated with the transaction, including in the case of exchanges the original exchange fee, will become due and payable. This also applies to rotable items on loan.
10.11 Parts sold in an "as is" condition have no warranty whatsoever.
10.12 The Buyer is responsible to pay for any replacement parts i.e. complete components etc. during any period of time that a suspect unit is undergoing a warranty investigation in order for any aircraft to become immediately operational.
10.13 Any transport costs necessary for a suspect unit will be the Buyer's responsibility until such time that a decision is reached and agreed by both parties in writing then European will accept the additional charges if the warranty claim is upheld.
Liability & Indemnity
10.14 The Customer acknowledges that European is not the manufacturer of the Goods, Equipment or Parts and has no obligation, duty or liability to the Customer, in contract , tort or for breach of statutory duty or otherwise beyond that of a duty to exercise reasonable skill and care.
10.15 To the fullest extent permissible under applicable law, the Customer hereby waives and releases all claims demands, costs, proceedings, losses, damage and liability against European in connection with the hiring of the Goods, Equipment or Parts under this Agreement or any Contract, whether in contract, tort or for breach of statutory duty or otherwise of whatsoever nature and kind.
10.16 The Customer hereby indemnifies and holds harmless European, its agents, employees, successors and assigns (“Indemnitees”), from and against all all claims, demands, costs, proceedings, losses, damage and liability of any nature imposed upon, incurred by, or asserted against any Indemnitee, relating to or arising out of the possession, use, selection, delivery, hiring, exchange purchase, exchange or operation of the Goods, Equipment or Parts, or any failure on the part of the Customer to perform or comply with the terms of this Agreement or of any Contract.
10.17 Neither party excludes its liability, if any, to the other party for:
10.17.1 death or personal injury resulting from its negligence or by the negligence of a person for whom it is vicariously liable;
10.17.2 any breach of its obligations implied by section 2 of the Supply of Goods and Services Act 1982;
10.17.3 for its fraud or fraudulent misrepresentation or the fraud or fraudulent misrepresentation by a person for whom it is vicariously liable; or
10.17.4 any matter which it would be illegal for it to exclude or to attempt to exclude its liability.
10.18 European‘s maximum aggregate liability for loss of or damage to tangible property caused by its negligence or act of omission shall be limited to the sum paid by the Customer for the Goods, Equipment or Parts.
10.19 Neither party shall have any liability to the other party for any:
loss of profit (direct or indirect);
loss of revenue, loss of production or loss of business (in each case whether direct or indirect);
loss of goodwill, loss of reputation, loss of opportunity and/or loss of operation (in each case whether direct or indirect);
11. Conflicting Terms
Amendments to these conditions by the Buyer will not be valid unless accepted in writing by European.
12. Buyer's Default
12.1 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to European, European shall be entitled to:-
12.1.1 cancel the order or suspend any further deliveries to the Buyer;
12.1.2 appropriate any payment made by the Buyer to such of the Goods, Equipment or Parts (or the goods supplied under any other contract between the Buyer and European) as European may think fit (notwithstanding any purported appropriation by the Buyer);
12.1.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 2% per cent per annum above Barclays Bank Plc (or such other bankers as European may notify) base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest); and
12.1.4 where the price is to be paid in a currency other than Sterling charge to the Buyer the reduction in the amount of pounds sterling receivable by European on conversion of the proceeds by the European s bankers as a result of variations in the rate of exchange between the due date and the date of actual payment.
12.2 This Condition applies if:-
12.2.1 the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or
12.2.2 the Buyer becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or
12.2.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
12.2.4 the Buyer ceases, or threatens to cease, to carry on business; or
12.2.5 European reasonably apprehends that any of the events mentioned above is about to concur in relation to the Buyer and notifies the Buyer accordingly.
12.3 If Condition 12.2 applies then, without prejudice to any other right or remedy available to European, European shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods, Equipment or Parts have been delivered but no paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
13. Return of Hired Goods, Equipment or Parts
Any Goods, Equipment or Parts returned to European after completion of a hire period in an unserviceable condition will be rectified by European at the expense of the hirer. In addition any costs incurred in the testing of such equipment will be borne by the hirer.
14.1 When placing the order the Buyer must advise European in writing of any special, legal, administrative or regulatory requirements applying in the territory in which the Buyer is to import, use or sell the Goods, Equipment or Parts as to composition labelling distributors or sale of the Goods, Equipment or Parts and the Buyer must advise European immediately of any change made in such requirements.
14.2 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods, Equipment or Parts into the country of destination and for the payment of any duties thereon.
14.3 The Buyer may not assign the benefit of the Contract without the written consent of European.
14.4 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. Notices sent by facsimile shall be deemed to have arrived the day on which they are transmitted. Notices sent by first class post shall be deemed to have arrived 2 working days after posting.
14.5 No waiver by European 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.
14.6 If any provision of these Conditions is held by any competent 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 thereby.
15 . Governing Law & Jurisdiction
15.1 These conditions and any contract between the Buyer and European shall be governed and construed and shall take effect in all respect in accordance with the laws of England. All disputes arising in connection with these conditions shall be subject to the non-exclusive jurisdiction of the English Courts.
15.2 The Uniform Laws on the International Sale of Goods laid down in the 1980 United Nations Convention shall not apply unless expressly agreed between the parties in writing.
16. Contracts (Rights of Third Parties) Act 1999
A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act
TERMS & CONDITIONS OF TRADING OF