DS Worldwide (Civil) Aviation Ltd
Terms and Conditions of Business
Whenever DS Worldwide (Civil) Aviation Ltd supplies any goods or services or gives any information or advice to any person or persons (hereinafter called ‘The customer’) whether gratuitously or otherwise, it does so subject to the following terms which shall be deemed to be incorporated in contracts between the company and its customers. If and in so far as in any case a term or part of a term shall be void or illegal under any legislation or the common law that term or part of the term shall to that extent not apply, but without prejudice to the rest of the term or terms.
The price specified in the contract may be adjusted by DS Worldwide (Civil) Aviation Ltd by the addition thereto of such sum as it may reasonably assess on the basis of and to compensate itself for increases in costs of labour and materials used in and any taxes or duties payable in respect of performance of the contract.
2. Quotations and Acceptances
No estimate or quotation given by the company constitutes an offer. The contract is made when DS Worldwide (Civil) Aviation Ltd accepts an offer of order made by the customer.
3. Terms of Payment
(a) General Terms
The full price of any goods supplied to the customer or of any services provided with or in connection with any of the customers goods delivered to DS Worldwide (Civil) Aviation Ltd are payable in cash before the goods are delivered or redelivered to the customer. The customer may inspect the goods before such delivery. The full price of any other services is payable within seven days of despatch by DS Worldwide (Civil) Aviation Ltd of an invoice in respect thereof
(b) On account
DS Worldwide (Civil) Aviation Ltd may require a payment on account to be made on acceptance of the order.
DS Worldwide (Civil) Aviation Ltd may require payment(s) in advance for specific materials required for the execution of any particular order or orders and such payment(s) shall be made on demand.
(d) Designs and tooling
Prices for designs and/or tooling as quoted or increased under paragraph 1 hereof will be charged and become payable on completion of design and for making of tools, whether delivered or not, and shall be paid for on DS Worldwide (Civil) Aviation Ltd rendering its invoices in respect thereof.
(e) Progress Payment
DS Worldwide (Civil) Aviation Ltd shall also be entitled at any time after acceptance of the order and from time to time to require payments to be made on account of work done and materials provided (but not paid for by the customer) in or towards carrying out the order, such payments not to exceed the company’s charges in respect of work done and material supplied as at the date of the request by DS Worldwide (Civil) Aviation Ltd. DS Worldwide (Civil) Aviation Ltd shall not be bound to complete the order but may cancel the order and shall be entitled to charge and be paid for all work done and material supplied in part performance of the order and for a proper proportion of overhead costs and for the estimated loss of profit to DS Worldwide (Civil) Aviation Ltd on the order.
(f) Other accounts
All the sums are payable without any effect in regard to any other accounts.
If the customer shall default in payment on the due date of any sum payable under this order, DS Worldwide (Civil) Aviation Ltd shall be entitled to charge and recover interest on such sum as from the due date at base rate prevailing at the due date plus 4% (four percent).
(h) Net Terms
Prices are, unless otherwise stated or agreed in writing by DS Worldwide (Civil) Aviation Ltd, strictly net (no discount allowed) and do not include the cost of packing and despatching to or delivery at any place other than the works of DS Worldwide (Civil) Aviation Ltd at which the customer’s property was accepted.
(i) Credit Account
DS Worldwide (Civil) Aviation Ltd may at its discretion in respect of supplies and services permit the customer to open a credit account with the company on such terms as DS Worldwide (Civil) Aviation Ltd shall stipulate. Any request for credit account must be accompanied by a banker’s reference and two trade letters. If the terms of payment of said account are not maintained the credit account is deemed cancelled forthwith.
4. Additional Work
If after the contract is made and on further inspection or consideration, DS Worldwide (Civil) Aviation Ltd decides that additional work is necessary DS Worldwide (Civil) Aviation Ltd will inform the customer and will not carry out such additional work without the customer’s consent. If the customer does not wish the additional work to be carried out and if DS Worldwide (Civil) Aviation Ltd considers that the work specified in the contract cannot then reasonably be completed, it shall not be bound to complete it. The customer shall be liable to pay a reasonable charge for the care and custody of the goods until he takes delivery of them and to pay for all work carried out in pursuance of the contract such proportion of the contract price as the materials and work actually provided represents of those specified in the contract.
5. Flight Testing
Unless otherwise agreed in writing the company may at its discretion carry out flight testing of aircraft or components or equipment to determine the degree of serviceability thereof and to assist in rectification of faults found therein and time cost of such flight test together with any due fees and expenses incurred in connection therewith shall be paid by the customer.
6. Time for Delivery
(a) DS Worldwide (Civil) Aviation Ltd will not be liable for delay in the performance of the contract if it is proved that it or its servants or agents have taken all reasonable measures to avoid the delay or that it was impossible for them to take such measures.
(b) The customer must take delivery of any goods within seven days of despatch by DS Worldwide (Civil) Aviation Ltd of a notice requesting the customer to take delivery. If the customer fails to take delivery of the goods as provided or if DS Worldwide (Civil) Aviation Ltd does not allow the customer to take delivery of the goods because the customer has not complied with the provisions relating to payment, the customer shall be liable to the company for any loss occasioned by his failure to take delivery and also for a reasonable charges for the care and custody of the goods; provided that nothing in this paragraph shall affect the rights of DS Worldwide (Civil) Aviation Ltd where the failure to take delivery amounts to a repudiation of the contract.
7. Place of Delivery
If no place is named in the contract for the delivery of the goods DS Worldwide (Civil) Aviation Ltd may choose where the place of delivery shall be. If DS Worldwide (Civil) Aviation Ltd instructions to deliver or to arrange for the delivery of any goods at any place which is neither named in the contract nor chosen by it, it shall not be liable for any loss or damage resulting there from unless the customer proves that the loss or damage was caused by wilful act, neglect or default of DS Worldwide (Civil) Aviation Ltd or its servants or agents.
8. Warranty of Authority
Where the customer delivers goods to DS Worldwide (Civil) Aviation Ltd which are not the property of the customer or enters into this contract with the company as agent for any other person, the customer warrants that he has authority to accept these conditions on behalf of the owner of principal.
If the customer requests delivery at a place other than the works of DS Worldwide (Civil) Aviation Ltd at which the customers property was accepted, DS Worldwide (Civil) Aviation Ltd will, subject to prior payment of the price of goods or work done and the cost of carriage incurred or to be incurred, as agent for the customer despatch the goods in accordance with such request at the entire risk of the customer. No claim shall be made by the customer against the company whatsoever in respect of any loss or damage arising there from.
Packing cases, cartons and other packing materials will unless otherwise stated be charged extra.
11. Customer’s Goods
If under the contract DS Worldwide (Civil) Aviation Ltd is required or authorised to remove any parts of any goods, DS Worldwide (Civil) Aviation Ltd may dispose of such parts within seven days of their removal, unless otherwise instructed in writing.
In the event of DS Worldwide (Civil) Aviation Ltd entering into an agreement with the customer to store any aircraft, aircraft engines goods or other property bought onto DS Worldwide (Civil) Aviation Ltd’s premises by the customer or its agent (whether or not the same are the property of the customer) these conditions shall apply to such storage, whether or not DS Worldwide (Civil) Aviation Ltd shall have agreed to carry out any work thereon.
On receiving written instructions from the customer, DS Worldwide (Civil) Aviation Ltd shall endeavour, as agent for and on behalf of the customer and at the customer’s expense, to effect insurance against such loss or damage as the customer shall specify provided that DS Worldwide (Civil) Aviation Ltd shall not be liable for failure to effect such insurance insufficient to cover all the property or all the risks specified by the customer.
(a) If DS Worldwide (Civil) Aviation Ltd or the customer is for any reason unable to obtain the material originally agreed to be used or any part thereof or any such substitute material as may be agreed between DS Worldwide (Civil) Aviation Ltd and the customer and DS Worldwide (Civil) Aviation Ltd is therefore unable to carry out the order, then DS Worldwide (Civil) Aviation Ltd shall be entitled to cancel or rescind the order but shall be entitled to charge or be paid for all the work done and materials supplied in part performance of the order and for all proper proportion of the order and for a proper proportion of the overhead costs.
(b) In the event of the customer committing any act of insolvency (as defined in paragraph 15 hereof) DS Worldwide (Civil) Aviation Ltd may refuse to perform any obligation under this or any other contract with the customer without prejudice to DS Worldwide (Civil) Aviation Ltd’s right to enforce performance by the customer of any of its obligations, unless or until DS Worldwide (Civil) Aviation Ltd has received payment in full.
15. Rights of Retention and Recovery
(a) DS Worldwide (Civil) Aviation Ltd will have the right to retain any aircraft, aircraft engines, log books or other goods in its own possession or of its agents and to enforce a particular lien over such goods in order to secure the payment to it of any monies due to it in respect of those goods from the customer or from the owner or the consignee thereof. The rights of retention and lien shall be exercisable as soon as the goods come into the possession of DS Worldwide (Civil) Aviation Ltd or its agent.
(b) If the customer takes delivery of any aircraft, aircraft engines or other goods supplied to it by the company before making full payment of the price, the company shall be entitled to repossess the same immediately upon the buyer permitting any act of insolvency. For the purpose of repossession DS Worldwide (Civil) Aviation Ltd’s agents may enter upon any premises where the same are situated. For the purposes of this clause the customer shall be deemed to commit an act of insolvency if any distress or execution shall be levied upon his property or any other assets or if he shall make or offer to make any arrangement or composition with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against him or if the customer is a Company and any resolution or petition to wind up such company’s business (otherwise than for the purposes of amalgamation or reconstruction) shall be passed or presented or if a receiver of such company’s undertaking property or assets or any part thereof shall be appointed.
(c) If any monies due to the company as aforesaid are not paid within 21 days after repossession, or, as the case may be, after notice has been given to the customer, the owner or the consignee from whom such monies are due that the goods are being retained, the goods may be sold at the absolute discretion of DS Worldwide (Civil) Aviation Ltd and the proceeds of the sale thereof shall be applied in or towards the satisfaction of such indebtedness, the expenses of the sale and the payment of reasonable charges for the care and custody of such aircraft, aircraft engines or other goods for the period after the rights of retention lien or repossession were exercised.
DS Worldwide (Civil) Aviation Ltd shall in the case of aircraft, aircraft engines or other goods purchased from or sent to DS Worldwide (Civil) Aviation Ltd for repair be entitled to charge and the customer shall pay storage charges for each day that the said aircraft, aircraft engines or other goods remains on DS Worldwide (Civil) Aviation Ltd’s premises subsequent to the day on which the customer should have taken delivery thereof.
17. Customer Risk
All aircraft, aircraft engines or other goods sent to DS Worldwide (Civil) Aviation Ltd or left on the premises of DS Worldwide (Civil) Aviation Ltd by the customer for any purpose whatsoever (whether the same are the property of the customer or not) shall be entirely at the customers risk and responsibility and DS Worldwide (Civil) Aviation Ltd accepts no responsibility in respect thereof nor for any loss or damage in regard thereto or by reason thereof whether the same were in the custody of DS Worldwide (Civil) Aviation Ltd or not.
18. Licences Etc
All aircraft supplied under contracts for the sale of aircraft will be delivered with a current certificate of airworthiness or permit to fly. DS Worldwide (Civil) Aviation Ltd shall use its best endeavours to obtain any licence or other authorisation necessary to import the same which are required for the performance of DS Worldwide (Civil) Aviation Ltd’s obligations under this contract, but shall be under no liability in the event of failure to obtain any such licence or authorisation.
DS Worldwide (Civil) Aviation Ltd shall not be responsible for obtaining or paying for any licence or authorisation whatsoever.
19. Quality and Fitness For Purpose
In the case of goods supplied which have not been manufactured by DS Worldwide (Civil) Aviation Ltd, DS Worldwide (Civil) Aviation Ltd will (so far as possible) assign to the customer the benefit of any warranty given by the manufacturer of the goods or the person who supplied them to the company and/or will use its best endeavours to enforce such warranty for the benefit of the customer. The customer hereby agrees to indemnify the company in respect of any cost or liability incurred by DS Worldwide (Civil) Aviation Ltd in connection with such assignment or endeavours.
20. Exclusion of Terms and Representations
The warranties contained in paragraph 19 hereof are given in lieu of any other conditions or warranties. All other conditions or warranties express or implied statutory or otherwise, relating to the quality of fitness for any purpose of any goods or to the care of skill with which any work is done or with which any services, advice or information are provided are hereby expressly excluded if and in so far as it is lawful to exclude them.
21. Exclusion of liability
Save as may be expressly provided elsewhere in the contract DS Worldwide (Civil) Aviation Ltd shall not be liable to the customer in respect of any loss or damage (except in respect of death or personal injury) if it proves that it or its servants or agents have taken all necessary measures to avoid loss or damage or that it was impossible for it or them to take such measures.
The customer shall indemnify DS Worldwide (Civil) Aviation Ltd against all damages, penalties costs and expenses to which the company may become liable as a result of:
(a) Work done in accordance with the customer’s specification which involves the infringement of any copyright, patent or registered design, and
(b) Any flight attempted or undertaken by the company, its employees or agents in any aircraft delivered to DS Worldwide (Civil) Aviation Ltd by the customer or any aircraft supplied to the customer at a time when such aircraft is at the customer’s risk.
Any notices required to be given by the company hereunder may be given by sending the same by ordinary prepaid letter to post addressed to the customer at his last known address and if so sent shall be deemed to have given on the day of posting same.
A claim or dispute shall not be made the reason for deferring payment of any monies due and payable to the company.
This contract shall be governed by English Law and the English courts shall have exclusive jurisdiction in any dispute which may arise save that DS Worldwide (Civil) Aviation Ltd may institute and maintain proceedings in respect of this contract in any country. Proceedings against a foreign customer are properly served if served by post addressed to him at any consulate of his country of domicile residence or nationality.