1. Scope of Validity

  1. Camber Aeroparts FZC shall supply to the Customer spare parts, components, materials and equipment (including tools, test equipment and ground support equipment) for the aircraft (hereinafter collectively – the “Spare Parts”) on sale, exchange or lease basis (collectively – “Sale”) as detailed in Customer’s Purchase Order and Camber Aeroparts FZC Invoice. Customer’s Standard Contract Terms and Conditions are not applicable. Deviations from these General Terms need to be agreed in writing. These General Terms shall apply until the respective agreement for the supply of the Spare Parts is executed between the Parties. On placing an Order, Customers are required to provide Camber Aeroparts FZC , the full scope of services required. Camber Aeroparts FZC reserves the right to change, modify, add or remove these General Terms at any time without prior notice.

2. Commercial Terms

  1. Prices shall be specified in the Purchase Order and Invoice
  2. All rates prescribed in Purchase Order and Invoice do not include VAT (if such applies) or any other taxes and Customer shall pay these in addition to the purchase price.
  3. All Spare Parts transportation expenses and related taxes and duties shall be borne by Customer.
  4. Customer shall perform payment of purchase price before delivery of Spare Parts, unless otherwise specified in the Invoice
  5. All payments will be made in currency stipulated in the invoice by bank transfer to the account specified in the invoice. Any fees charged by a bank in connection with the transfer of funds by Customer will be borne by Customer
  6. Should any delay of the payments occur, the Customer shall pay to Camber Aeroparts FZC a penalty at the rate of 0.1% of the value of the late payment for each day of delay
  7. In case payments are due under one or more invoices, Camber Aeroparts shall be entitled at its own discretion to set off any amounts paid by Customer against any outstanding invoices due under any agreement between the Parties without regards to the actual purpose of the payment (reference) indicated by Customer at the time when the payment (transaction) was made.
  8. If Buyer disputes Sellers invoice, Buyer shall notify Seller of this dispute in writing within fourteen (14) calendar days upon the date of Sellers relevant invoice. In such event, Buyer shall only be entitled to suspend payment of the disputed part of the invoice for a maximum of fourteen (14) calendar days. As soon as possible parties will discuss the disputed part of the invoice and make every reasonable effort in order to promptly settle the dispute. In the event parties agree that the dispute is justified, Seller will adapt the invoice and Buyer will subsequently pay outstanding amounts, if any, within fourteen (14) calendar days after the date of the corrected invoice. In the event that Seller determines that the dispute is not justified and/or that parties are not able to settle the dispute, Buyer shall be obliged to immediately pay to Seller the disputed part plus an interest charge in accordance with article 5.4. In no event shall Buyer claim a right of set off or a security interest.

3. Delivery

  1. Buyer will be responsible for all the shipments from camber Aeroparts or camber Aeroparts Authorized Repair Facility, or Supplier for all the purchase orders.
  2. If appropriate, Products will be packed in accordance with relevant specifications including, in particular, ATA Spec 300. The cost of special packing or packaging requested by the Customer or required, including dangerous goods or Products requiring special packaging containers, shall be charged to the Customer
  3. Camber Aeroparts reserves the rights to charge additional fees in case the Customer has not nominated a forwarder as of the date of the order and in its sole discretion and at the expense and risk of the Customer, choose the means of transportation
  4. Any defects, damages, or discrepancies in the delivered goods must be reported to us in writing within 14 days of receipt of the items. Failure to notify us within this period will result in the goods being deemed accepted, and no claims for defects or discrepancies will be considered thereafter.
  5. Any defects, damages, or discrepancies in the delivered goods must be reported to us in writing within 14 days of receipt of the items. Failure to notify us within this period will result in the goods being deemed accepted, and no claims for defects or discrepancies will be considered thereafter.
  6. Camber Aeroparts shall be entitled to immediately postpone or cancel delivery of Products or performance of Services contained in any order acknowledgement and seek recovery of all damages from the Customer, i.e. costs and expenses (including reasonable legal fees) if the Customer: (i) fails to make payment in accordance with an agreement with Camber Aeroparts or any of its Affiliates (as defined below); (ii) suspends payment to Camber Aeroparts or any of its Affiliates; (iii) files for bankruptcy; (iv) enters into liquidation; (v) enters into any form of restructuring; (vi) through other acts or omissions, gives justified cause for concern as to its liquidity; (vii) fails to preserve and protect Confidential Information (as defined in Clause 14.1) disclosed by Camber Aeroparts; (viii) makes or furnishes to Camber Aeroparts any false, misleading or otherwise materially inaccurate warranties, representations or information, (ix) breaches any of the clauses related to compliance, sanctions or export control under Clause 15 or 17 or (x) is in material breach of any of its other obligations hereunder

4. Excusable delay

  1. Seller shall not be responsible for, nor be in default under the Camber Aeroparts FZC on account for any delay in performance due to an excusable delay. Excusable delays are defined as delays due to causes not within Seller’s control including, but not be limited to, acts of God, strikes, labour troubles causing cessation or dislocation of work, inability after due and timely diligence to obtain material or part not of Seller’s own stocks. Seller will make every reasonable effort to minimize the consequences of an excusable delay to Buyer.

5. Warranty

  1. For all Spare Parts any assignable rights to warranty granted to Camber Aeroparts FZC by its suppliers will be assigned to Customer, if not otherwise stated in the respective invoice. Camber Aeroparts will support Customer in pursuing such warranty claim. The warranty period begins from the tag date, lasts for a period of one year for new and overhauled Articles (other than Expired or Pass/Fail Articles), six months for repaired Articles, (other than Expired or Pass/Fail Articles), 30 calendar days for Expired or Pass/Fail Articles and 30 calendar days for inspected Articles. In exceptional cases warranty will be mentioned on the quote. The term “Article” or, collectively, “Articles” means any item or items sold by camber Aeroparts.
  2. Any Spare Part returned for failure or warranty must be received at Camber Aeroparts FZC’s facility within 5 days from the defect claim date. If warranty is denied, or no trouble is found with the returned Spare Part, Customer agrees to be responsible for any and all costs associated with such Spare Part.
  3. Expenses related to the warranted Spare Parts, test, inspection and repair during the warranty term provided by Camber Aeroparts FZC and assigned by Camber Aeroparts FZC to Customer or End User of the Spare Parts, shall be on Camber Aeroparts FZC. Upon expiry of warranty term, these expenses shall be borne by the Customer and/or End User. All transportation costs and risk of loss of warranted Spare Part shipped for correction of defects to and from the facility designated by Camber Aeroparts FZC shall be borne by Customer

6.  Exchange

  1. Camber Aeroparts FZC will, for an agreed Exchange Fee, exchange with a customer a serviceable Spare Part for a core unit, pursuant to the terms and conditions described herein.
  2. Customer shall pay the Exchange Fee, and cover all transportation (including freight, customs fees and charges for the serviceable Spare Part, the core unit, and the freight incurred during maintenance of the core unit), re-certification, and/or modification, and/or overhaul and/or test costs incurred by Camber Aeroparts FZC.
  3. Customer must deliver to Camber Aeroparts FZC core unit acceptable to Camber Aeroparts FZC within 21 calendar days after shipment of serviceable Spare Part. Core unit returned to Camber Aeroparts FZC must be repairable and of the same part number, dash number, and modification level as the serviceable Spare Part. Any deviation must be approved in writing by Camber Aeroparts FZC prior to delivery of the core unit to Camber Aeroparts FZC .
  4. Whenever a serviceable Spare Part has left Camber Aeroparts FZC facility, Customer assumes risk of loss, if otherwise not stated in mutually agreed applicable Incoterms delivery conditions.
  5. Core unit returned to Camber Aeroparts FZC will not be accepted by Camber Aeroparts FZC unless it is accompanied by the following Documentation: (i) Unserviceable tags, containing Reason for Removal information, Removal date and aircraft MSN; (ii) a certificate of origin (non-incident statement from Customer and the airline from which part is removed, Proof of trace from the airline via packing slip or a signed statement from the operator indicating part number and serial number); (iii) records for life limited parts (i.e.: vanes, disk, etc.); (iv) cargo customs declaration (the component must be released to free circulation) for Camber Aeroparts FZC review shall be supplied in advance.
  6. In the event the core unit is unacceptable for Camber Aeroparts FZC , repair cost of the core unit exceeds 65% of the agreed outright value or the core unit is deemed BER by the repair station, the Customer will be billed the outright value as well as the original exchange fee and transportation and evaluation fees of the core unit.
  7. Camber Aeroparts FZC warrants that each serviceable Spare Part supplied hereunder shall be free from defects in material and workmanship, airworthy and is in serviceable condition at the time of delivery for the Exchange. The valid manufacturers, vendors or repair station warranties, shall be assigned to the Customer. Camber Aeroparts FZC will support Customer in pursuing such Warranty claim.
  8. Customer shall perform Incoming Inspection of all delivered serviceable Spare Part. Defect claim must be raised in writing within 5 days of receipt of the serviceable Spare Part, prior to returning a failed Spare Part, otherwise the returned Spare Part will be processed as a normal core unit and Customer will be liable for any and all recertification, modification and/or overhaul costs.
  9. Customer agrees and warrants that title to, and ownership of, the serviceable Spare Part shall remain with and be vested in Camber Aeroparts FZC without encumbrances, until the Customer returns core unit acceptable to Camber Aeroparts FZC as described above and until payment in full to Camber Aeroparts FZC is received from the Customer. Simultaneously, title to, and ownership of, the core unit will vest, without encumbrances, with Camber Aeroparts FZC .
  10. If the core unit does not comply with the requirements as stated above, or if Camber Aeroparts FZC has not received the core unit (including its documentation) within 21 calendar days from the date of the shipment of serviceable Spare Part, then the Customer will be billed an additional amount equal to the Exchange Fee, and the terms of the Sale will continue to apply. If an acceptable core unit has not been received by Camber Aeroparts FZC within 42 calendar days from the date of the shipment of the serviceable Spare Part, then the exchanged unit will be considered to have been sold to Customer at its outright value, plus the Exchange Fee and any additional amounts already billed to Customer. Alternatively, Camber Aeroparts FZC may elect to invoice additional Exchange Fees every 21 days until an acceptable core unit is received. Received unacceptable core unit will be returned to Customer at Customer’s expense and risk after outright value is received by Camber Aeroparts FZC and any and all charges incurred associated with the core unit will be charged to and payable by the Customer.

7. Cancellation

  1. In case of cancelling Purchase Order 30% (or more) restocking fee of the price of Purchase Order shall be applicable.

8. Risk of Damage and Loss

  1. In the event that the Article sold is lost, stolen, damaged, or destroyed after leaving camber Aeroparts or camber Aeroparts Authorized Repair Facility, or Supplier the Customer shall be obligated to pay all the amounts that would be due and payable to camber Aeroparts. In all events, Customer is expected to insure its articles against loss. If Customer fails to insure Article against loss, then Customer does so at its own peril

9.  Taxes, duties, licenses, and special documents

  1. All Spare Parts transportation expenses and related taxes and duties shall be borne by Customer
  2. Where applicable, the Customer shall assist and provide Camber Aeroparts FZC in a timely manner with all relevant information and/or documentations in order to enable Camber Aeroparts FZC to apply for and receive any export licenses required at Camber Aeroparts FZC ‘s location or otherwise. This may include, inter alia, the export classification (ECCN), end user and end use information, Harmonized System (HS) tariff number, customs value and country of origin (non-preferential). Where such information is not available, the Customer shall make available to Camber Aeroparts FZC other sufficient information or data to allow for the determination of these elements. Upon receipt of all appropriate documentation from the Customer Camber Aeroparts FZC shall apply for the required export license and if any export license is refused by the relevant authority, Camber Aeroparts FZC shall advise Customer hereof in a timely manner. No obligation shall fall on Camber Aeroparts FZC should such export licenses fail to be forthcoming, therefore the Customer waives any claims or demands against Camber Aeroparts FZC in relation to any damages, expenses or costs (direct or indirect) incurred by Customer if issuance of the required export licenses was being delayed or if such export licenses were not being issued at all.

10. Liability

  1. Camber Aeroparts FZC , its personnel and its subcontractors shall not be liable for any damage to, or loss of, property including the aircraft, or injury or death or any other damage directly or indirectly caused to Customer, its directors, officers, employees, agents, servants or third parties during or after, due to, or in connection with, or in consequence of the performance or non-performance of this Sale between Camber Aeroparts FZC and Customer, unless caused by wilful misconduct or gross negligence of Camber Aeroparts FZC , and Customer shall indemnify and hold harmless Camber Aeroparts FZC , its directors, officers, employees, agents, servants and subcontractors against any and all such claims including costs and expenses incident thereto.
  2. Camber Aeroparts FZC total liability for any and all demands, pretensions or claims, whether in contract between Camber Aeroparts FZC and Customer, warranty, tort or restitution, product liability, patent infringement, or for breach of statutory duty or misrepresentation or otherwise, for any damages arising out or connected with, or resulting from the performance, or non-performance of any service will not exceed the price allocable to the service / goods which gave rise to the demand, pretension or claim.
  3. Notwithstanding anything to the contrary contained in this Sale, in no event, whether in contract or tort, as a result of breach of this Sale, statutory duty or warranty, as a result of misrepresentation, restitution, product liability, patent infringement or otherwise, Camber Aeroparts FZC will not be liable for any loss of profit, loss or damage of goodwill, loss of use, loss of revenue, loss of contracts, increased costs and expenses, wasted expenditure, loss of sales or business, loss of business opportunity, loss of anticipated saving, loss or corruption of data or information and/or for any and all special, consequential, incidental, resultant or indirect damage or punitive or exemplary damages.
  4. Camber Aeroparts FZC and Customer are fully aware and agree to Camber Aeroparts FZC liability limitation and acknowledge that prices and rates have been calculated, inter alia by specific reference to the exclusions and liability limitations.

11. International Trade Regulation

  1. The Customer acknowledges that the Spare Parts, including but not limited to commodities, technology and software, and/or services to be provided by Camber Aeroparts FZC under this Sale may be subject to export control laws and regulations (under such jurisdiction as, inter alia, the United Nations, the European Union, the United States of America or the United Arab Emirates) (hereinafter – “Export Laws”), and any supply or use of such Spare Parts and/or services contrary to Export Laws is prohibited. To the extent applicable, the Customer agrees not to (directly or indirectly) sell, transfer, or assign the Spare Parts, including but not limited to commodities, technology and software, and/or services to be provided by Camber Aeroparts FZC under the Sale to any sanctioned party or restricted end-user (as identified by the Export Laws) for any restricted end use, or to restricted countries (currently Cuba, Iran, North Korea, Sudan, Syria or the governments of those countries, or to the Crimea region of Ukraine) without prior applicable government authorization or license.
  2. In terms of a major contractual obligation the Customer undertakes to comply with the 10 principles of UN Global Compact and 4 fundamental principles of International Labour Organisation (ILO).
  3. The Customer represents, warrants and undertakes on a continuous basis that the Customer, its executives, employees, agents and any individuals or companies that may be involved in the execution and/or the performance of the Sale, shall comply with all governmental statutes, laws, rules and regulations, including but not limited to all local and international anti-corruption and anti-money laundering laws applicable to the performance of the Services or to the performance of the Customer’s obligations and activities under the Sale.
  4. The Customer shall indemnify and hold Camber Aeroparts FZC harmless from and against any losses, damages, fees, tax payment or monetary sanctions imposed as a result of Customer’s failure to comply with this Clause 11 including any applicable Export Laws.

12.  Non Disclosure

  1. Non-disclosure. Except as required pursuant to mandatory law, neither Buyer nor Seller may disclose to third parties the contents of this Camber Aeroparts FZC and any agreements, quotation(s) or order acknowledgment(s) relating to the Services, or any information provided by a party to another party under circumstances which reasonably indicate that the information is confidential, without the prior written consent of the other party
  2. Disclosure required by law. If disclosure is required by law, the disclosing party shall use its best efforts to limit such disclosure and shall request the third party for confidential treatment or implementing other means reasonably requested by the non-disclosing party. No license under any patent, copyright or any other intellectual or industrial property right is granted or implied by Seller exchanging, conveying and/or applying whatever Data or Information pursuant to and/or in connection with the Services.