1. These are Vaayu Aviation Capital (UK) Limited’s General Terms and Conditions of Sale and Purchase.
2. Every Sale Order accepted, and every Purchase Order placed by Vaayu Aviation Capital & Leasing (UK) Limited shall be subject to these Terms and Conditions (“T&Cs”) unless the parties have agreed in writing to the contrary before the relevant order is either accepted or placed.
Each order placed by Vaayu Aviation Capital & Leasing (UK) Limited to purchase goods or services shall be deemed to have been placed and accepted subject to these T&Cs, unless, or until, the parties have agreed in writing to the contrary.
3. Parties and definitions
Vaayu Aviation Capital & Leasing (UK) Limited (“Vaayu”, “we”, “us”)
Supplier of goods or services to Vaayu (“supplier”, “vendor”, “seller”, “you”) as identified on Vaayu’s purchase order
Purchaser of goods or services from Vaayu (“customer”, “buyer”, “you”) as identified on Vaayu’s sales order acknowledgement
Purchase Order (“PO”) means Vaayu’s standard document setting out the details, including quantities and prices, of goods and services it wishes to procure
Sales Order Acknowledgement (“SOA”) means Vaayu’s standard document acknowledging the details, including quantities and prices, of goods and services for which it has accepted its customer’s purchase order
All goods and services that we request must be set out on an official Vaayu purchase order (materials, repairs, operating and administrative overheads). In the absence of such a purchase order then the supplier proceeds at its own risk. Furthermore, Vaayu accepts no liability for any goods or services delivered unless the purchase order has been placed by one of its duly authorised representatives.
Vaayu reserves the right to request changes to purchase orders it has placed at any time. Any adjustments to quantities, prices or delivery schedules will be mutually agreed upon without unreasonable delay caused by either party.
Vaayu reserves the right to cancel any order within 72 hours with no penalty whatsoever.
5. Inspection and delivery
Prior to delivery of any goods requested by Vaayu the supplier shall supply certified records of its inspection of the goods upon which Vaayu shall be deemed to rely when signalling its agreement for those goods to be shipped to the receiving location identified in the Vaayu purchase order.
Vaayu expects its suppliers to have developed, implemented, and maintained effective processes and procedures that minimise the risk that non-conforming goods could be supplied in response to a Vaayu purchase order. Should Vaayu identify any such non-conforming goods when received at the specified delivery location it will immediately quarantine the units in question prior to agreeing with the seller how, and when, they are to be returned or remediated. The seller shall be liable for all associated costs.
If, upon receipt by a customer, goods supplied by Vaayu after accepting the customer’s purchase order are deemed non-conforming, the customer shall, within two calendar days (serviceable condition) and 30 calendar days (as removed condition) from the date of receipt, notify Vaayu of such non-conformance. In addition, the customer shall:
- provide such evidence (including photographic) of the non-conformance as Vaayu might reasonably require
- arrange for the goods to be returned or, if requested by Vaayu in writing, scrapped (in which case the customer shall produce a scrap certificate for delivery to Vaayu)
- afford Vaayu a reasonable opportunity to replace the goods
Non-conformance for purposes of this clause 5 shall mean failure of the individual units to match the description set out in the sales order acknowledgement provided by Vaayu. In the specific case of units supplied by Vaayu in as removed condition, non-conformance shall be deemed to include situations where the cost of repair or overhaul would exceed 80% of the current catalogue list price for that unit, or where a European Aviation Safety Agency (“EASA”) authorised repair station deems the condition of the relevant unit to be beyond repair limits set out in the applicable manufacturer’s manual.
Goods specifically purchased by Vaayu for selling on to the buyer, may not be returned to Vaayu for credit.
All goods supplied by Vaayu shall be delivered ex-works at: Vaayu’s UK storage facilities, or such other facility as may be designated in the Vaayu sales order acknowledgement. Unless otherwise agreed, all goods delivered to the buyer will be packed for road transportation in the UK in accordance with our standard packing procedures for such units.
Unless specified otherwise, in Vaayu’s sales order acknowledgement, the customer shall be the importer or exporter of record and shall be responsible for the timely obtaining of any necessary governmental authorisation such as an import licence, export licence, exchange permit or other relevant authority.
The dates set out in Vaayu’s sales order acknowledgement are only approximate and the time of delivery shall not be of the essence. Vaayu shall provide reasonable notice of when goods are available for delivery. There is nothing preventing Vaayu from bringing forward the date of delivery of the goods, supplying them in partial shipments.
All goods for delivery to Vaayu shall be packaged by the supplier using packing materials that comply with [ATA Spec 300]. Unless agreed by Vaayu delivery of goods to it shall be undertaken by the supplier at its own risk and expense to the location specified in Vaayu’s purchase order. Furthermore, the goods shall be delivered in the quantities and condition specified in Vaayu’s purchase order. If the supplier delivers less than the purchase order quantity Vaayu may reject the goods and rescind the relevant purchase contract. Conversely, if the supplier delivers more than the purchase order quantity Vaayu may (i) accept all the goods without liability for additional payment; or (ii) reject those goods which exceed the agreed quantity.
6. Force majeure
Vaayu will not be liable in any way in respect of late delivery, howsoever caused, or for any delay in performance due to causes beyond its reasonable control including, without limitation, embargoes, blockages, seizures or freeze of assets, delays or refusals to grant export or import licences or the suspension or revocation thereof, or any other acts or omissions of government, fires, floods, severe weather, or any other acts of God, quarantines, labour strikes or lockouts, riots, insurrection, civil disobedience, or acts of criminal terrorists, or, material shortages or delays in delivery by third parties and, in the event of such delay the date of delivery shall be extended for a period of time as may be reasonably necessary to compensate for any such delay. The customer shall be bound to accept the goods when available.
Prices for goods supplied by Vaayu are net and, unless specified in the Vaayu sales order acknowledgement, do not include shipping, insurance, taxes, duties, levies, imposts, penalties, interest, or other similar charges (including without limitation, goods and services tax, harmonised sales tax, sales tax, value added tax (“VAT”), withholding taxes and any transfer tax), all of which shall be the customer’s responsibility and, where relevant, payable to Vaayu upon demand.
The customer confirms that all goods to be supplied, as detailed in the Vaayu sales order acknowledgement, are for installation in a qualifying aircraft (including the propulsion thereof) as defined in HMRC Notice 744C. The customer undertakes to (i) advise Vaayu immediately should the goods be used for any other purpose; and (ii) pay to Vaayu the UK VAT and any import duties which, consequently, become payable.
The customer shall pay all amounts due under the Vaayu sales order acknowledgement in full without any deduction or withholding except as required by law. Furthermore, the customer shall not be entitled to assert any credit, set-off, or counterclaim against Vaayu to justify withholding payment of any such amount in whole or in part. Vaayu may, without limiting its other rights or remedies, set off any amount owing to it by the customer against any amount payable by Vaayu to that same customer.
The due date for payment shall be 30 calendar days from the date of Vaayu’s sales invoice unless otherwise agreed in writing by Vaayu.
Without limiting any other right or remedy of Vaayu, if the customer fails to make any payment by the due date, Vaayu shall have the right to charge interest on the overdue amount.
Time of payment by the customer shall be of the essence.
The price payable for goods and services supplied to Vaayu shall be the price set out in Vaayu’s purchase order.
Payment, by Vaayu, for goods and services, supplied to it under a Vaayu purchase order shall be made 30 calendar days from later of: (i) the date of the supplier’s sales invoice and (ii) the date of delivery of the relevant goods or services.
Vaayu may set off any amount owing to a supplier at any time against any amount payable by the same supplier to Vaayu.
Time of payment of the supplier by Vaayu shall not be of the essence.
8. Title and risk
The risk in goods supplied by, and to, Vaayu shall pass to the customer and Vaayu, respectively on completion of delivery.
Title in the goods shall not pass to the customer until Vaayu has received payment in full. Similarly, title in goods delivered to Vaayu shall not pass from the supplier to Vaayu until the earlier of: (i) Vaayu’s acceptance of those goods; and (ii) settlement in full by Vaayu of the former’s sales invoice.
Vaayu warrants that it shall have good legal title in and to the goods delivered to the customer on the date of delivery.
DISCLAIMER: All other warranties or conditions (whether express or implied) as to quality, condition, description, compliance with sample or fitness for purpose (whether statutory or otherwise) other than those expressly set out in these T&Cs are excluded to the fullest extent permitted by law. Each unit sold to the customer is sold in “as is, where is” condition with all assignable warranties from the last operator or repair facility (if such warranties exist).
The customer indemnifies Vaayu (including its officers and employees) against all liabilities, claims, losses and damages of any nature, including, but not limited to, all expenses (including legal fees), costs, and judgement for property damage or injury to or death of any person and any other direct, indirect, incidental, consequential, economic or statutory civil damages, any of which arise out of or are in any way related to the provision of goods and services in accordance with these T&Cs.
Notwithstanding the generality of the previous paragraph, the indemnity shall specifically include the use, operation, repair, maintenance, or disposition of goods supplied by Vaayu under the provisions of these T&Cs, whether or not arising from breach of contract, strict liability or tort (including negligence), provided that nothing in this clause shall require the customer to indemnify Vaayu for claims or liabilities arising from Vaayu’s wilful misconduct.
The customer is expected to carry and maintain such insurance in full force and effect and in types and amounts as would be carried by prudent companies engaged in the customer’s industry. Such policies of insurance shall be primary with respect to the indemnities of the customer se forth in these T&Cs and shall contain waivers of subrogation of the insurers in favour of the Vaayu indemnities. The customer shall provide Vaayu with certificates of insurance as may be requested by Vaayu from time to time.
11. Limitation of liability
Nothing in these T&Cs shall limit or exclude Vaayu’s liability for death or personal injury caused by its negligence, the negligence of its employees, agents or subcontractors, or fraud or fraudulent misrepresentation.
Subject to the preceding paragraph, Vaayu shall under no circumstances whatsoever be liable to the customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with these T&Cs. Furthermore, Vaayu’s total liability to the customer in respect of all other losses arising under or in connection with these T&Cs, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 120% of the total price paid by the customer pursuant to the relevant Vaayu sale order.
12. Other requirements
Quality: Without limitation, all goods and services supplied to Vaayu shall conform as to quality, quantity and description set out in Vaayu’s purchase order unless specifically agreed in writing. The goods and services must be for purpose and free from all defects.
Quality management: The supplier is expected to implement and maintain a quality management system.
Documentation: The supplier will, where appropriate, deliver the specifications, drawings, maintenance, inspection, and verification records together with other relevant technical data in a format acceptable to Vaayu.
Counterfeit goods: The supplier is expected to develop and maintain effective processes and procedures to prevent the use of suspected unapproved and counterfeit goods.
Product safety and conformity: Suppliers are expected to develop, implement and maintain effective policies and training programs to ensure their employees are aware of their contribution to the quality, safety and conformity of the products and services their employer is offering.
Flow down of customer requirements: We reserve the right to flow down additional requirements to satisfy a specific customer’s requirements and, or a need identified by our business.
Ethical behaviour: Suppliers and customers acknowledge and agree that Vaayu requires them to maintain a high standard of ethical conduct in all their dealings with Vaayu. They will, when requested, provide evidence of ethical behaviour not limited to anti-bribery and corruption, anti-child labour, anti-slavery and whistle blowing.
Right of access: Vaayu will reserve the right to conduct surveillance visits to any of its suppliers to confirm that the supplier’s quality systems meet Vaayu’s requirements, including those contained in the latest revisions of the ISO/AS standards to which Vaayu conforms.
13. Confidentiality and data protection
Suppliers and customers of Vaayu will not use its name or other identity for advertising or publicity purposes without our prior written consent.
If suppliers or customers access personal information in the course of providing or procuring goods and services to/from Vaayu they shall process such personal data on our behalf in accordance with the European Union’s General Data Protection Regulation (“GDPR”). Furthermore, suppliers and customers are required to warrant, represent, and undertake that they will process such personal data in accordance with Vaayu’s instructions from time to time and establish and maintain appropriate measures to prevent unauthorised or unlawful processing of personal data and against accidental loss, destruction of, or damage to such personal data.
If Vaayu’s purchase order is sub-contracted it will be the supplier’s responsibility to ensure all the T&Cs are satisfied.
If a court or other competent authority holds any part of these T&Cs to be unlawful or unenforceable that part shall be struck out and the remainder of these T&Cs shall remain in full effect.
Vaayu has the right at any time and for any reason without prejudice to its other rights and remedies to terminate with immediate effect its purchase or sale order in whole or part upon written notice to the relevant supplier or customer, respectively if they commit a material breach of any of these T&Cs or if they cease or threaten to cease to carry on business or if there is a material adverse change in their financial position such that in Vaayu’s opinion their ability to fulfil their obligations under the relevant purchase or sale order has been called into question.
17. Entire agreement
No statements, negotiations, warranties, course of dealing or usage of trade will be part of these T&Cs. Vaayu rejects any customer’s inconsistent or additional terms, whether submitted before or after these T&Cs, in purchase orders or however stated and such shall not be part of the agreement set out in Vaayu sale order acknowledgement, unless specific and explicit references to changes to these T&Cs are made in writing by an authorised representative of Vaayu. Anyone signing for the customer represents that she or he is employed by the customer in the capacity indicated and is unequivocally authorised to bind he customer to these T&Cs.
18. Rights of third parties
Nothing contained in these T&Cs shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to these T&Cs but does not affect any right or remedy of a third party which exists or is available apart from that Act.
19. Governing law and authority
These T&Cs and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these T&Cs or their subject matter or formation (including non-contractual disputes or claims).
Approved by the Board of Directors of Vaayu Aviation Capital & Leasing (UK) Limited