1. DEFINITIONS AND APPLICABILITY
1.1 In these Conditions (a) “Apple International” means Apple International Inc Limited; (b) “Customer” means the person or organisation buying or offering to buy Goods and/or Services; (c) “Goods” means an aircraft, aircraft part, component or equipment and (d) “Customer’s Goods” means Goods supplied to Apple International by the Customer (including all accompanying log books/ documents) for the purpose of receiving or being quoted for Services; “Order Acknowledgement” means a written notice normally in the form of a Pro forma Invoice / Invoice from Apple International to the Customer accepting an order for Goods and/or Services.
1.2. These Conditions are deemed to be incorporated in every agreement entered into by Apple International and the Customer for the sale of Goods and/or Services by Apple International to the Customer. These Conditions apply in place of and prevail over any terms or conditions contained or referred to in the Customer’s order or in correspondence or elsewhere or implied by trade usage, custom, practice or course of dealing and any purported provision to the contrary is hereby excluded or extinguished.
1.3. No amendment or addition to these Conditions shall be binding on Apple International unless specifically agreed in writing by a director of Apple International.
1.4. The Customer’s attention is particularly drawn to Conditions 7 and 8 which exclude or limit Apple International’s liability.
1.5. If material(s) is (are) to be exported, it is customer’s responsibility to follow proper export procedures.
2. ACCEPTANCE AND PERFORMANCE OF ORDERS
2.1 Apple International quotations remain open for 30 days, but are subject to prior sale. Apple International reserves the right to withdraw or revise the same without notice at any time prior to issuing an Order Acknowledgement.
2.2. The Customer, by placing its order makes an offer to purchase Goods and/or Services from Apple International subject to these Conditions.
2.3. No valid agreement for the sale of Goods and/or Services will come into existence until Apple International has accepted the Customer’s offer by issuing an Order Acknowledgement and no obligation relating to such an agreement is binding on Apple International unless set out in these Conditions or an Order Acknowledgement.
2.4. Any Customer’s Goods required by Apple International to fulfil an order for Services shall be delivered to an agreed Apple International facility together with all relevant information, data and records (made up to date) relating to such Goods. All delivery costs will be borne by the Customer.
3. PRICE AND PAYMENT
3.1. All prices referred to in an Order Acknowledgement are net and subject, where applicable, to the addition (at the applicable rate) of VAT and any tax or duty payable by the Customer including, without limitation, taxes or import/export duties.
3.2. Any deposit required by Apple International will be treated as security for completion of the transaction to which it relates and may be retained by Apple International if the Customer fails to pay the price due in full or fails to take delivery otherwise than as a result of Apple International’s default.
3.3. Apple International may invoice for Goods supplied and/or Services completed on delivery to the Customer of the Goods concerned or, in the case of part delivery, on each delivery as if it were a separate order or contract.
3.4. Payment of Apple International’s invoices shall be made in the currency stated therein without any deduction or set-off whatsoever prior to shipment unless prior arrangements have been authorised in writing by Apple International.
3.5.If any payment becomes overdue Apple International may, without prejudice to its other rights, charge interest at 3% above the Bank of England’s base rate, on a Monthly basis, to run from the due date for payment until Apple International receives the full amount, whether before or after judgement.
3.6. If the Customer disputes an invoice in good faith it shall provide Apple International with written details of the disputed element within 28 days of the date of the invoice and pay the undisputed part in accordance with Condition 3.4. Failure to comply with this Condition shall result in deemed acceptance by the Customer of the correctness of the invoice in question.
4.1. Any quoted delivery is only Apple International’s best estimate and not a contractual commitment. Apple International fulfils its obligation to deliver when it makes the Goods available to the Customer or its carrier for collection at a specified Apple International facility and gives notice thereof to the Customer.
4.2. Risk in the Goods shall pass to the Customer on collection of the goods from Apple International’s facility or other location specified by Apple International, by the carrier or Customer.
4.3. At the Customer’s request and at its cost and risk, Apple International will arrange transportation of the Goods to any place other than the place specified in Condition 4.2.
4.4. Apple International may make a reasonable charge for storage and preservation of any Goods, which the Customer fails to collect within 28 days of notice given pursuant to Condition 4.1 or which Apple International retains pursuant to Conditions 10.
4.5. Goods included in each delivery are deemed to be sold under a separate contract. Any non-delivery, shortage in delivery or any claim by the Customer in respect of any delivery shall not entitle the Customer to reject any balance of Goods or Services ordered.
5. PASSING OF TITLE
5.1 Title to Goods supplied (whether on their own or as part of the performance of Services and whether separate and identifiable or incorporated in or mixed with other goods) by Apple International to the Customer shall remain with Apple International until payment in full has been received by Apple International for those Goods, for any other Goods supplied by Apple International and of any other monies due from the Customer to Apple International on any account. Until title to the Goods passes to the Customer, the Customer shall keep the Goods separately and readily identifiable as the property of Apple International and the Customer will notify Apple International (at Apple International’s request) of their whereabouts at any time.
5.2. Any resale by the Customer of Goods in which title has not passed to the Customer shall (as between Apple International and the Customer only) be made by the Customer as agent for Apple International.
5.3. The Customer shall immediately notify Apple International of the whereabouts of the Goods if Apple International notifies the Customer that the Customer is in breach of any of the terms of an agreement incorporating these Conditions or if Apple International considers, for any reasonable cause, that the Goods are in jeopardy, or on the happening of any of the events set out in Condition 10.
5.4 Forthwith upon receipt of notice from Apple International pursuant to Condition 5.3 the Customer’s authority to possess the Goods shall automatically end (without any requirement for notice or any other act) and all Goods which are the property of Apple International shall be immediately delivered to Apple International.
5.5. Apple International, its employees and agents shall be entitled to enter upon or into any land, buildings, vehicles or aircraft where the Goods or part of them are situated or are reasonably thought to be situated, and may take repossession of them at any time. If the Goods have been fitted to or fixed to an aircraft, engine, or vehicle, Apple International shall have the right to take possession of them and Apple International’s title in the Goods shall not be affected by any stipulation or rule of law that the Goods have become part of an aircraft, engine, or vehicle.
6.1. Apple International offers the Goods in “AS IS, WHERE IS” condition only, unless otherwise advised. Apple International makes no express or implied warranties, including, without limitation, warranties of merchantability and of fitness for a particular purpose and expressly disclaims same; and customer waives same. Customer acknowledges that Seller expressly disclaims any responsibility for special or consequential damages arising out of the use of the materials and related equipment after date of shipment to customer.
6.2. Apple International will, so far as it is able, pass on to the Customer the benefit of any warranty given by any third party (whether manufacturer, sub-contractor or otherwise) in respect of Goods and/or Services. Subject only to that obligation, all Goods and Services are sold without any warranty whatsoever, save as specified in Condition 6.
7. LIMITATION OF DAMAGES
7.1. Nothing in these Conditions excludes or restricts any legal liability of Apple International for death or personal injury resulting from the negligence of Apple International or restricts any of Apple International’s legal obligations arising under Section 12 of the Sale of Goods Act 1979 or the Consumer Protection Act 1987.
7.2. Following delivery of the Goods to the Customer and save as provided in Condition 7, Apple International shall have no liability to the Customer for any damages or losses (direct, indirect or consequential including, without limitation, loss of profits, loss of revenue and increased costs) resulting from defects in design, materials or workmanship or from any act or default of Apple International (whether negligent or otherwise) unless by Apple International’s recklessness or intent to cause damage.
7.3. Following delivery of the Goods to the Customer and save as provided in Conditions 6 and 7.1 Apple International aggregate liability to the Customer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the Goods and/or Services which give rise to such liability in respect of any occurrence or series of occurrences.
7.4.With the exception of the third parties specified in Condition 8, a person who is not a party to an agreement incorporating these Conditions shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such agreement. This Condition 7.4 does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
8.1. The Customer will indemnify Apple International, its employees, agents, sub-contractors and associated companies against all damages, losses, costs, claims or expenses (including reasonable legal fees) in respect of any liability of such parties towards a third party arising out of or in connection with any Goods or Services supplied by Apple International unless arising by reason of the negligence of Apple International.
9. FORCE MAJEURE
9.1. Neither party shall have any liability to the other for any failure or delay in fulfilling its obligations to the extent that fulfilment thereof is impeded by any event beyond its reasonable control including (without limitation) a flood, storm or other natural event; or any war, hostilities, revolution, riot or civil disorder; or any destruction, breakdown (permanent or temporary) or malfunction of, or damage to, or theft of, any premises, plant, equipment or materials (including any computer hardware or software or any records); or the introduction of, or any amendment to, a law or regulation, or any change in its interpretation by any authority; or any action taken by governmental or public authority or any agency of the European Union, including any failure to grant a consent, exemption or clearance; or any strike, lock-out or industrial action; or any unavailability of, or difficulty in obtaining plant, equipment or materials; or any breach of contract or default by, or insolvency of, a third party (including an agent or sub-contractor).
9.2.Condition 9.1 does not apply unless the party seeking relief promptly notifies the other party of the delay and its cause and takes reasonable steps to be in a position to resume performance with the least delay, except that in the event of shortages of goods, materials or available resources the non-performing party shall have the right to allocate as it thinks fit the goods, materials and resources available between third parties with whom it has contractual obligations in respect thereof and shall not be obliged to purchase from non-standard suppliers or contractors to make good such shortages.
9.3. If a party cannot fulfil its obligations by reason of any event covered by Condition 9.1 for a period of 90 days, each party’s obligations to the other will terminate on written notice of either party and Apple International shall be paid in proportion to the amount of completed Services and/or Goods delivered and, once paid, shall deliver any Customer’s Goods in its possession to the Customer.
9.4 This Condition 9 shall not apply to the Customer’s payment obligations.
9.5. The existence of any legal prohibition, whether at the time of issue by Apple International of an Order Acknowledgement or subsequently, applicable to the sale of Goods and/or Services by Apple International to the Customer, will relieve Apple International from liability to fulfil its obligations and entitle Apple International to terminate all relevant contracts by notice with immediate effect. Condition 10.2 shall apply to the termination of such contracts.
10. FINANCIAL CONDITION OF CUSTOMER
10.1. If the Customer wrongfully stops payment of any debt or is deemed to be unable to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986 save that sub-section (2) thereof shall be construed as if the words “…. it is proved to the satisfaction of the court that” had been omitted) or in Apple International’s reasonable opinion, Apple International considers that the financial condition of the Customer is such that the Customer is unable to meet its payment obligations to Apple International on completion of Services in progress or on delivery of Goods, Apple International may elect to proceed with the completion of such Services or delivery of Goods or to treat any contract for such Services or Goods as terminated.
10.2. If a contract for Services or Goods is terminated pursuant to Conditions 9.5 or 10.1, the Customer shall pay Apple International in proportion to the quantity of Services (and other ordered work) completed at the time of termination together with the cost of any Apple International reassembly and/or packing work necessary to put the Customer’s Goods (and other property) in a condition suitable for redelivery to the Customer. In each instance, Apple International may retain the Customer’s Goods pending payment of all Apple International invoices in full.
11.1 All notices hereunder shall be in writing and in English and deemed to have been given on the date of delivery or refusal if delivered by hand, on the date of despatch if faxed correctly and legibly, and 7 days after posting if sent by first class post (airmail, if posted to another country), in each instance to the last known address of the party concerned.
11.2. Neither party may assign any of its rights or duties, except to a subsidiary or affiliate, without the prior consent of the other.
11.3. The rights of neither party shall be prejudiced or restricted by any indulgence or forbearance extended by such party or by any delay in exercising or failure to exercise any right and no waiver by either party of any breach shall operate as a waiver of any other or further breach.
11.4. To avoid delaying or disrupting the provision of Goods and/or Services, the Customer shall promptly give its decision on all matters referred to it by Apple International.
11.5. AII decisions made by Apple International on matters requiring a determination by Apple International pursuant to these Conditions shall, in the absence of manifest error, be final and binding on the Customer.
11.6. Each party’s rights and remedies are cumulative and not alternative or exclusive of each other or any provided by law.
11.7. Any part of these Conditions found by any court or other competent authority to be unenforceable shall be considered capable of being cut out so as not in any way to affect the remainder.
11.8. These Conditions and any agreement between the Customer and Apple International to which these Conditions apply shall be governed by and construed in accordance with English law and the English courts shall have exclusive jurisdiction to adjudicate any dispute which arises in relation thereto save that, as the provision conferring jurisdiction is for the benefit of Apple International only, Apple International shall retain the right to bring proceedings against the Customer in any other court which has jurisdiction and in whose jurisdiction the Customer has a place of business or has a bank account or owns assets.
12.1. The Customer will notify Seller within two (2) business days of receipt of Goods if they wish to return any Goods. If Apple International accepts the return of any goods they must be returned in their original condition to Apple International within ten (10) days of receipt, and must include an RMA number issued by the seller.
12.2. Returned Goods are subject to a 20% restocking fee calculated on the full value of the Goods. If the Goods have been purchased on an Exchange Basis the 20% restocking fee will be calculated on the full value of the Goods and not the exchange value. Items installed or altered in any way will not be authorized for return.
12.3. Apple International has the right to determine if the returned Goods have been returned in their original condition. If its Apple International’s opinion that the returned Goods are not in the original condition supplied then Apple International may reject the return, or arrange to send out the Goods for testing and recertification. Items sent out for testing and recertification will be subject to all testing and recertification fees and shipping fees. If a returned item fails an inspection then the Customer will be liable for the repair fee (up to the full sales value of the item) and all shipping fees at Customer’s cost.
13.1. If the Customer decides to cancel an order before the Goods have been dispatched then a 20% restocking fee of the Goods total value will be charged to the Customer.
13.2. If the Customer agrees to purchase Goods from Apple International on the condition that Apple International will overhaul, repair or recertify that part and then the Customer decides to cancel their order they will be liable for all actual fees for work completed up until the cancellation acceptance date, including shipping & packing fees if the item has been sent out to a third party, and may also be subject to a 20% restocking fee of the Goods total value.