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General Terms and Conditions for Purchase of Component Maintenance Services

effective from 02-03-2026

 

  1. Subject Matter
    1. The Supplier shall supply to UAB “FL Technics” (hereinafter – “FL Technics” or “FLT”) and FLT shall purchase from Supplier aviation components maintenance services (including, but not limited to inspection, testing, repair, overhaul and modification of components and / or spare parts in aviation field) (collectively – “Services”) as detailed in FLT’s Repair Order to Supplier according to present General Terms and Conditions for Purchase of Component Maintenance Services (hereinafter – “General Terms”). By confirming FLT’s Repair Order, which includes a link to these General Terms, the Supplier fully accepts and agrees to abide by the terms and conditions set forth in the General Terms.
    2. The agreement for purchase of Services shall consist only of: (a) the applicable FLT’s Repair Order; (b) these General Terms; and (c) any specifications or other documents (if any) expressly referenced in the FLT’s Repair Order. If there is any conflict or inconsistency between the documents constituting the agreement for Purchase of Services, then, unless otherwise expressly provided in writing by both Parties, the documents will rank in the order of precedence in accordance with the order in which they are listed in present clause. Any deviations from these General Terms need to be agreed in writing by both Parties and these General Terms shall apply to any purchase of Services from Supplier by FLT excluding applicability of any other terms, on which any quotation has been given to FLT, unless the respective specific general agreement for the supply of components maintenance services is executed between the Parties (if any).
    3. Any reference in FLT’s Repair Order to any Supplier’s quotation or proposal is solely for the purpose of incorporating the descriptions and specifications of the Services contained in the quotation or proposal, and only to the extent that the terms of the Supplier’s quotation or proposal do not conflict with these General Terms as well as with descriptions and specifications set out in FLT’s Repair Order.
    4. Any Supplier’s standard contract terms and conditions / general terms and conditions for supply of services or similar terms and conditions shall not be applicable to any purchase of Services from Supplier by FLT. FLT’s acceptance of or payment for the Services shall not constitute FLT’s acceptance of any additional or different terms of the Supplier, unless otherwise specifically confirmed by FLT in writing. These General Terms shall not be applied for purchase of Services, which are being supplied under respective specific general agreement for the supply of components maintenance services, concluded between FLT and Supplier.
    5. FL Technics reserves the right to change and / or modify these General Terms unilaterally by posting a new version of the General Terms on its website in advance, at least 30 (thirty) calendar days before the entry into force of the modified General Terms. As in regard to the specific Repair Order, the version of the General Terms which was valid at the time of concluding the Repair Order shall apply.
  2. Commercial Terms
    1. The prices for any Services shall be agreed as follows: (i) Supplier shall provide to FL Technics the price proposal / quotation / offer based on FL Technics’ Repair Order and the initial evaluation of component provided for repair; and (ii) FL Technics shall confirm the prices in writing (e-mail is acceptable). The Supplier guarantees validity of the prices indicated in Supplier’s proposal / quotation / offer for the period of 60 (sixty) calendar days. If FL Technics confirms the prices within this period, the proposed prices cannot be changed without prior written consent from FL Technics.
    2. All agreed prices for Services do not include value added tax (VAT) or any other equivalent sales tax (if such applies) and FL Technics shall pay such taxes in addition to the price of Services. All expenses for components’ transportation to and from the Supplier and related export and / or import taxes and duties (if applicable) shall be borne by FL Technics, unless otherwise agreed in the Repair Order. Notwithstanding the foregoing, the Supplier shall be responsible with respect to:
      • (a) any taxes levied on the net income of the Supplier in its jurisdiction of incorporation arising from any Services;
      • (b) any taxes levied upon the Supplier’s gross or net income, profits, gains, capital, net worth, gross receipts or accumulated earnings of the Supplier;
      • (c) any taxes attributable to the period prior to the supply of Services to FLT;
      • (d) any taxes payable in connection with or arising from any gross negligence, wilful misconduct, recklessness or fraud of the Supplier or any of its affiliates or its or their employees, servants or agents; or
      • (e) any taxes which result from a failure by the Supplier to comply with any of its obligations under applicable legal requirements and / or tax legislation (including necessary tax registrations) or from any representation or warranty given by the Supplier being untrue.
    3. FL Technics shall have the right to cancel its Repair Order without any liability if the agreed Turnaround Time (TAT) for the Services is exceeded without objective justification and the Supplier has failed to proactively communicate in advance in order to agree upon a revised TAT.
    4. FL Technics at its costs will deliver or cause to be delivered the component for Services as per DAP (Incoterms 2020) to Supplier’s delivery location indicated in Repair Order and will accept or cause to be accepted the component after Services are performed as per FCA (Incoterms 2020) at Supplier’s delivery location indicated in Repair Order. The agreed delivery locations may be changed be written agreement between the Parties (via e-mail).
    5. All components delivered to Supplier for Services shall be accompanied with all necessary required documentation, including, but not limited to following documentation / information:
      • (a) invoice for Services;
      • (b) repair shop / work order report;
      • (c) certification of Services as required in Repair Order.
    6. Any additional expenses related to Services or any increase of price of Services as per Repair Order shall be subject to prior written confirmation by FL Technics (by e-mail).
    7. Supplier shall complete all Services within TAT agreed by the Parties and indicated in Supplier’s initial quotation and / or in revised Supplier’s quotation issued after inspection and evaluation of components delivered for repair.
    8. Supplier will return the component with EASA / FAA dual release certificate if not requested otherwise by FL Technics.
    9. FL Technics shall perform payment of agreed price for Services within payment term agreed in Repair Order according to Supplier’s invoice received via FL Technics e-mail [email protected], which shall be issued to FL Technics after performance of Services as per agreed terms. Any other agreed additional fees, which are not included in Repair Order of FL Technics, FL Technics shall pay within 60 (sixty) calendar days after receipt of Supplier’s invoice via FL Technics e-mail [email protected], unless otherwise specified in the Repair Order.
    10. Each Supplier’s invoice shall include the reference to relevant Repair Order, shall be issued for each Repair Order separately and shall be sent to FL Technics by separate e-mail, containing only 1 (one) invoice as attachment. Failure to ensure these requirements may cause late payment from FL Technics’ side without any liability.
    11. All payments will be made in currency stipulated in the Repair Order by bank transfer to the Supplier’s bank account specified in the Supplier’s invoice and verified with bank account details indicated by the Supplier during FLT’s on-boarding and due diligence procedure.
  3. Quality and Warranty
    1. The Supplier undertakes to perform Services in accordance with:
      • (a) Supplier’s Part-145 maintenance organisation approval;
      • (b) Supplier’s working methods and procedures based upon manufacturer’s manuals;
      • (c) the current version of Supplier’s Maintenance Organisation Exposition;
      • (d) the current requirements of the competent aviation authority as may be applicable; and
      • (e) the applicable component maintenance manual.
    2. Unless otherwise specifically agreed between FL Technics and Supplier and confirmed in writing (by e-mail is acceptable), Supplier warrants that the Services performed by the Supplier or its subcontractors under these General Terms will be free from defects in workmanship at the time of delivery and for the following term after delivery to FL Technics:
      • (a) 3 (three) months for inspected / tested components;
      • (b) 6 (six) months for repaired components;
      • (c) 12 (twelve) months for overhauled components.

      For all components installed during Services into FLT’s component any assignable rights to warranty granted to Supplier by its suppliers will be assigned to FL Technics and Supplier shall support FL Technics in pursuing any such warranty claim.

    3. In case of warranty claim, expenses related to the warranted component’s transportation, testing, inspection and repair (or replacement) during the warranty term provided by Supplier and / or assigned by Supplier to FL Technics or End User of the component, shall be on Supplier.
    4. The warranty shall not be applicable in case of improper use or repairs of component in contradiction with repair instructions and / or operation and maintenance manuals, occurred after delivery of repaired component by Supplier.
    5. In the event of a denial of a warranty claim, the Supplier shall bear the obligation to substantiate such denial by providing a written justification supported by appropriate documentary, technical, or expert evidence demonstrating the legal and factual basis for its decision.
  4. Liability and Insurance
    1. Supplier, its personnel and its subcontractors shall 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 FL Technics, its directors, officers, employees, affiliates, agents, servants, clients, subcontractors or third parties during or after, due to, or in connection with, or in consequence of the performance or non-performance of this purchase of Services between FL Technics and Supplier, unless caused by wilful misconduct or gross negligence of FL Technics, and Supplier shall indemnify and hold harmless FL Technics, its directors, officers, employees, affiliates, agents, servants, clients and subcontractors against any and all such claims including reasonable costs and expenses incident thereto.
    2. Supplier shall maintain All Risks Spares insurance on components whilst the components are under the care, custody and control of Supplier or Supplier’s agents or subcontractors (including Supplier’s freight forwarders) and Aviation Third-Party Liability insurance, including in respect of Aviation Products Liability insurance, covering bodily injury / property damage and financial losses resulting therefrom for the insurance amount sufficient to cover Supplier’s liability under these General Terms, and on reasonable FLT’s request shall provide a certificate of insurance evidencing such insurance is valid and in force.
    3. FL Technics, its directors, officers, employees, affiliates, agents, servants, clients and 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 Supplier, 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 purchase of Services between FL Technics and Supplier, unless caused by wilful misconduct or gross negligence of FL Technics, and Supplier shall indemnify and hold harmless FL Technics, its directors, officers, employees, affiliates, agents, servants, clients and subcontractors against any and all such claims including reasonable costs and expenses incident thereto.
    4. Notwithstanding anything to the contrary contained in these General Terms, in no event, whether in contract or tort, as a result of breach of this purchase of Services, statutory duty or warranty, as a result of misrepresentation, restitution, product liability, patent infringement or otherwise, FL Technics will 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.
    5. The Party shall not be responsible for late / improper performance and / or non-performance of its obligations if caused by force majeure, including, but not limited to acts of God or the public enemy, war, civil war, war like operations, insurrections or riots, fires, flood, explosions, earthquakes, epidemics or quarantine, any act of Government or any other circumstances beyond Party’s reasonable control.
  5. Governing Law. Dispute Resolution
    1. Purchase of Services is contracted, performed and shall be interpreted according to the laws of the Republic of Lithuania.
    2. Any disputes or differences arising between the Parties hereto as to the construction of purchase of Services or any other matter or thing arising hereunder or in connection therewith shall be settled by the Parties in good faith through friendly negotiations. Failing such settlement, the competent courts of Lithuania shall settle such disputes in accordance with Lithuanian law.
  6. Compliance
    1. Supplier confirms, agrees with and guarantees compliance with the FL Technics’ General Terms of Compliance published on the FL Technics’ website https://fltechnics.com/general-terms-of-compliance/.
    2. Supplier acknowledges familiarity with FL Technics’ Supplier Code of Conduct, available on FL Technics’ website: https://fltechnics.com/supplier-code-of-conduct/, and commits to adhering to its principles and obligations. Acceptance and fulfilment of FL Technics’ Repair orders shall constitute an undertaking by the Supplier to comply with the Supplier Code of Conduct, violation of which may lead to termination of existing contracts and / or orders by FL Technics (without prejudice to FL Technics’ obligation to pay for provided services / goods).
  7. Personal Data Processing and Confidentiality
    1. Each Party agrees to comply with FL Technics’ General Terms of Personal Data Protection: https://fltechnics.com/general-terms-of-personal-data-protection/.
    2. FL Technics and Supplier shall keep all details related with agreement for purchase of Services between FL Technics and Supplier strictly confidential and shall not disclose any details of such agreement to any third party without first obtaining a written consent of the other Party, except (and only insofar as is necessary) in connection with the performance by the Parties hereto of their obligations under agreement or for the purpose of legal proceedings related thereto or if it is mandatory under applicable legal acts.