GENERAL TERMS AND CONDITIONS OF PRODUCTION SERVICES
1. SCOPE AND EXCLUSIVITY OF THESE TERMS AND CONDITIONS
1.1. These General Terms and Conditions of Production Services (hereinafter – the “General Terms”) shall exclusively apply to all aviation production (POA LT.21G.0004) services (hereinafter – the “Services”) provided by FL Technics until full performance of the respective agreement for the provision of Services.
1.2. These General Terms shall constitute an inseparable part of UAB “FL Technics” (hereinafter – “FL Technics”) Proposal, Quotation, or any other similar document, as applicable (hereinafter – the “Proposal”), unless (i) FL Technics expressly waives their applicability in written form, or (ii) FL Technics and the Customer (each a “Party”, together the “Parties”) have agreed on any other terms and conditions in writing.
1.3. Any Customer’s standard terms and conditions are not applicable, even if FL Technics has not expressly rejected their applicability. Further, if FL Technics replies to any communication of the Customer that refers to the Customer’s standard terms and conditions or any other set of terms and conditions (each being “Other Terms and Conditions”), such reply shall neither constitute an acceptance of such Other Terms and Conditions, nor shall it result in the acceptance of such Other Terms and Conditions.
1.4. The terms indicated in a specific FL Technics Proposal from FL Technics side, shall have priority over the terms and conditions of the General Terms.
1.5. Acceptance and / or signing of the Proposal by the Customer shall be treated as acceptance of these General Terms. Any Proposal submitted by FL Technics shall be non-binding for FL Technics unless stated otherwise in the offer. Orders submitted by the Customer are binding for the Customer for a period of 14 days.
1.6. FL Technics shall have the right to sub-contract any or all of the Services provided it obtains the Customer’s consent, which consent shall not be unreasonably withheld, as a result of FL Technics lack of capability or capacity.
1.7. FL Technics reserves the right to change, modify, add or remove these General Terms at any time by way of posting a new version of the General Terms on its website in advance, at least 1 (one) month before the entry into force of the new version of General Terms. As regards the specific Proposal, the version of the General Terms which was valid at the time of concluding specific Proposal shall apply.
2. DELIVERY
2.1. Unless otherwise agreed in writing, delivery of material and documentation relevant for the Services will be at Customer’s risk and expense. The products shall be delivered to the Customer EXW (Incoterms 2020) at FL Technics facility, as further agreed by the Parties.
2.2. If the Parties have not agreed on a fixed delivery date, FL Technics shall deliver the products within a reasonable time.
2.3. The Customer will bear all costs in connection with obtaining the necessary export licenses, consents or approvals. FL Technics will reasonably support the Customer with necessary documents to support the Customer’s export application.
2.4. FL Technics will ensure that the products are suitably packaged in accordance with the requirements of common carriers and good commercial practises in order to ensure the products are protected from damage and deterioration. Should the Customer request special packaging or handling and FL Technics will agree to it in writing, the Customer shall be responsible for any additional costs incurred.
3. TRANSFER OF TITLE AND PASSAGE OF RISK
3.1. Title to all products shall remain with FL Technics until full payment has been effected by the Customer with regard to all amounts due under the ongoing business relationship with Customer.
3.2. Unless Parties agree otherwise in writing, the place of performance shall be at the relevant FL Technics facility location where the Services are performed (hereinafter – “Place of Performance”). The risk of accidental loss and damage to the products shall pass to the Customer when the products are hand over to forwarding agent or carrier, but not later than when products leave FL Technics facility.
3.3. If the delivery of products or Services is delayed through the fault of the Customer or if the Customer refuses to accept delivery thereof: (i) the risk of accidental loss and damage to the products shall pass to the Customer at the time for which delivery was agreed; and (ii) the Customer shall be liable for any wasted delivery costs incurred by FL Technics. In the event of non-acceptance lasting longer than one month, FL Technics shall be free to charge the Customer a storage fee of 0.5% of the purchase price per month or, alternatively, to charge the Customer for the actual storage costs (including in a third-party warehouse). Without prejudice to any other right or remedy available to FL Technics, in the event of non-acceptance lasting longer than 90 (ninety) calendar days, FL Technics may also sell the products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the purchase price or charge the Customer for any shortfall below the purchase price under the contract.
3.4. Products whose title have not passed to the Customer due to lack of payment (hereinafter – “Retention of Title Products”) may only be resold by the Customer with prior written consent of FL Technics. Claims of the Customer against third parties arising from the resale of the Retention of Title Products are deemed assigned to FL Technics in the amount of the sum stated in the invoice issued by FL Technics to the Customer. In this case, the Customer undertakes to make a corresponding book entry o the assignment of the claim.
3.5. The Customer must treat the Retention of Title Products with care until title transfer to the Customer. Insofar as maintenance and inspection work is required the Customer shall carry out such work regularly at its own expense.
3.6. FL Technics is entitled to terminate the Proposal (contract) with the Customer and to demand the return of the delivered products if the Customer materially breaches the contract (and material breach shall be deemed to include breach of the Customer’s payment obligation).
4. INSPECTION OF PRODUCTS AND WARRANTY
4.1. The Customer shall immediately inspect each product upon delivery regarding the conformity with the agreed specifications and the agreed quantity as well as any visible defects and shall notify FL Technics in writing about any non-conformities or defects immediately, latest within one (1) week from receipt of the product. In the event of any hidden defects that could not be discovered during the Customer’s incoming inspection, the Customer shall notify FL Technics about these hidden defects immediately, latest within one (1) week from the day on which the hidden defect was detected, but in any event not later than within one (1) calendar year from completion of relevant Services. In the event that the Customer fails to notify FL Technics about any non-conformity or defect within the aforementioned one-week-periods, the products shall be deemed to be free from any such non-conformities or defects.
4.2. The Customer shall provide the defective part for inspection and repair to FL Technics within 30 (thirty) calendar days after the warranty claim has been raised.
4.3. In the event of a defect or non-conformity of any product, FL Technics may at its sole discretion decide to repair the product or replace it with an equivalent product which is free of defects and corresponds to the agreed specifications (hereinafter – “Subsequent Performance”). If such Subsequent Performance has failed or if a reasonable time limit for the Subsequent Performance to be set by the Customer has expired without a result or is superfluous, the Customer can request a reduction in price or can withdraw from the contract and claim damages. The Customer, however, is only entitled to claim damaged in accordance with Article 8 of these General Terms. FL Technics liability connected with or resulting from this warranty contained in Section 4 is limited and will not exceed the cost of correcting the defect and the amount allocable to the Service which gave rise to such warranty claim.
4.4. FL Technics warranty shall be excluded, unless a defect was present at the time of the transfer of the risk. FL Technics warranty is particularly excluded if a defect has been caused (i) because the products have been altered, overhauled or repaired during the warranty period by any other party than FL Technics or its subcontractors, or (ii) because the products have not been stored, maintained, handled, transported, or operated in accordance with FL Technics and/or manufacturer’s recommendations and standard aviation practises. This warranty also does not cover (i) force majeure or incidents, specific use and design of such aircraft, which has not been anticipated by the standards, regulations, procedures and/or requirements issued by the relevant manufacturer, the relevant aviation authority and/or FL Technics, and (ii) any defect caused by ordinary wear and tear, and (iii) any defect that would not likely have occurred had the Customer accepted all of FL Technics written recommendations, if any, for changes to the work scope. In no event will FL Technics be liable for indirect damages.
4.5. In the event of a defect of a third party products, FL Technics warranty obligation shall be limited to the assignment of its own warranty rights, if any, against the manufacturer or subcontractor of the purchased products (hereinafter – “Third Party Supplier”) to the Customer. Upon the Customer’s request FL Technics shall provide the Customer with all necessary information regarding the assigned rights against the Third Party Supplier. The Customer shall enforce the assigned warranty rights against the Third Party Supplier in court by exhausting all avenues of appeal and all enforcement measured. Only if and to the extent warranty rights against the Third Party Supplier cannot be enforced or it is unreasonable for the Customer to enforce such rights, FL Technics shall be under a subsidiary warranty obligation instead in accordance with the stipulations of these General Terms.
4.6. FL Technics shall correct any defect covered by this warranty at the Place of Performance as per Article 2.1 and at its own expense. The Customer and FL Technics may agree that the warranty shall be performed at a different location. The Customer shall, at its own risk and expense, arrange for the removal and the transportation of the defective product to and from FL Technics relevant facility or any other location where the Services shall be performed and shall also be solely responsible for the reinstallation of the product.
4.7. FL Technics warranty is limited to the obligation to remedy any defect arising from the provision of the Services, free of charge as per conditions of these General Terms and is subject to and conditioned upon: (i) such defect arising within 18 (eighteen) months after completion of all new-builds; and (ii) the Customer evidencing FL Technics did not properly perform the work causing the defect and the cause of the defect is directly related and attributable to the work of FL Technics, and (iii) such defect have been reported by the Customer to FL Technics in accordance with procedure as set forth in Article 4.1, and (iv) there being no overdue payments on the part of the Customer under ongoing business relationship with the Customer.
4.8. Upon receipt of warranty claim, FL Technics shall reasonably approve or disapprove substantiation of any warranty claim as to any defect. Should the warranty claim be rejected, the services provided by FL Technics, including inspections costs and/or specialists assignment (if applicable), will be charged to Customer on a time-and-material basis.
4.9. The warranty and obligations of FL Technics set fort in this Article shall be FL Technics’ sole, complete and exclusive liability and the Customer’s sole, complete and exclusive remedy, in substitution for any and all other warranties, express or implied, arising by law or otherwise, with respect to any non-conformity or defect in any material, data or product delivered or service performed in relation to or under the contract including but not limited to (i) any implied warranty of merchantability or fitness for a particular purpose, (ii) any implied warranty arising from course of performance, course of dealing or usage of trade, (iii) any obligation, liability, right, claim or remedy in tort, whether or not arising from the negligence of FL Technics or any subcontractor (whether active, passive or imputed)m and (iv) any obligation, liability, right, claim or remedy for loss of or damage to the product.
4.10. The warranty is non-assignable without the prior written consent of FL Technics.
4.11. Customer acknowledges and agrees that that in case of a warranty case, FL Technics shall have the right to carry out repair works and to issue a new Certificate of Conformity (if applicable).
5. CUSTOMER’S OBLIGATIONS
5.1. Customer shall supply FL Technics in advance with current (updated) and complete documentation required for Services performance. All documents, correspondence, and other written matters in connection with the Proposal shall be in English.
5.2. If the Customer fails to supply FL Technics with the documents and/or information as per Article 5.1 above or if such documents/information are incomprehensible, incorrect or incomplete, FL Technics is not responsible for any delays and/or damages caused thereby and is entitled to terminate the contract with immediate effect after expiry of a reasonable grace period to be set by FL Technics. In such case, FL Technics shall be entitled to claim payment for nay Services rendered up to the date of termination.
5.3. If the Customer becomes aware that the safe operation/airworthiness of the aircraft is adversely affected due to Services attributable to FL Technics, the Customer shall promptly give notice in writing to FL Technics and follow any safety instructions issued by FL Technics.
5.4. The Customer may only use the results of the Services for the contractually agreed or intended purpose. Any other use is prohibited to the Customer.
5.5. The Customer warrants that at the date of Services commencement it will have obtained any relevant authorizations required from the appropriate authority to allow FL Technics / its subcontractor to perform the Services and shall provide copy of such authorization.
5.6. If applicable, the Customer shall grant / make the aircraft possessor and/or the owner grant FL Technics’ personnel unrestricted access (either remote or direct) to the aircraft and records/documentations in a timely manner. The Customer is responsible for acquiring (and for negotiation of the terms for such acquisition) all necessary permits such as, inter alia, permissions allowing taking pictures of the aircraft or entry into the airport premises.
6. COMMERCIAL TERMS
6.1. Prices for the Services shall be specified in the Proposal and invoice.
6.2. All rates prescribed in the Proposal and invoice do not include VAT (if such applies).
6.3. In addition to the price for the Services, the Customer shall pay any taxes (including value added taxes, excise, import and export duties and etc.), any levies, and any other fees related to the Proposal (including withholding taxes). All payments to be made by the Customer hereunder shall be made without set off or counterclaim, free and clear of and without deduction for or on account of any present or future taxes, charges, levies, imposts, duties or Withholdings (hereinafter – the “Withholding”). If the Customer is compelled by law to make a Withholding the Customer will ensure that the deduction does not exceed the minimum legal liability therefore and the Customer shall pay to FL Technics such additional amounts as may be necessary to ensure that FL Technics receives a net amount equal to the full amount that would have been received had the payment not been made subject to such Withholding. FL Technics shall not be liable for any VAT or any taxes, duties or similar charges which arise in any jurisdiction other than Lithuania, and these will be covered by the Customer. Should any taxes be levied by any government or any tax authority against any payment by Customer to FL Technics under the Proposal and should FL Technics not actually receive on due time a net amount equal to the full amount provided for under the Proposal, Customer shall pay all necessary additional amounts to ensure receipt by FL Technics of the full amount so provided.
6.4. All payments in connection with the Proposal shall be made in the currency specified in the invoice to the bank account specified in the invoice. Any fees charged by a bank in connection with the transfer of funds from Customer to FL Technics will be borne by Customer.
6.5. Customer shall be obliged to make payment within 10 calendar days from the issuance date of copy of the invoice, unless otherwise agreed between the Parties in writing. Copies of invoices shall be sent to the Customer via email, or the originals of the invoices shall be sent by post. Customer is responsible for the timely provision of information about the change of details, including email address and the postal address. Failure to timely inform FL Technics does not excuse or relieve the Customer from timely compliance with the payment obligations outlined herein.
6.6. Should any delay of the payments occur, the Customer shall pay to FL Technics a penalty at the rate of 0.1% of the value of the late payment for each day of delay. Interest shall be immediately payable on demand.
6.7. Customer shall notify to FL Technics any disputed amount within seven (7) Days from the invoice issuance date, accompanied with all relevant justification. Customer shall not withhold the payment of any amount of any invoice, nor shall Customer set off any amount against invoices. After settlement of the dispute, the eventual adjustment of the invoice (and late payment charge) will be made.
6.8. All invoices shall become due and payable immediately upon the occurrence of a breach by Customer to perform its obligations as agreed under the Proposal. In case of repeated late payments, FL Technics reserves its right to request other payment terms to Customer (such as but not limited to a letter of credit or cash before delivery), or to immediately terminate without legal notice the Proposal or any part thereof without prejudice to any other rights that FL Technics may have under the Proposal or at law.
6.9. In the event that any sum is not paid by the Customer when due then FL Technics shall be entitled to suspend further performance of its obligations until all outstanding amounts have been received by FL Technics and the time for performance of such obligations shall, at FL Technics option, either be extended by a period equal at least to the duration of the suspension plus twenty four (24) hours or shall be re-scheduled.
6.10. In case of non-payment by Customer FL Technics has by virtue of its Services rendered a contractual right of retention and a contractual lien over the subject matter in its custody as well as the right to repossess any property of FL Technics in Customer’s possession. These rights as well as a set-off right may also be claimed for Services rendered or material supplied previously.
6.11. FL Technics may set off amounts due to Customer against amounts due by Customer, even if such amounts are not liquid, fungible and/or payable. FL Technics will notify Customer of such set off. In case payments are due under one or more invoices, FL Technics 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 regard to the actual purpose of the payment (reference) indicated by Customer at the time when the payment (transaction) was made. Such set-off shall be without prejudice to any other rights that FL Technics may have under the Agreement or at law.
6.12. Notwithstanding any reference contained in any of the Customer‘s payment order or other relevant document, in the event FL Technics receives smaller amounts than the whole amount payable by the Customer or, in the event the Customer is late to pay invoices, FL Technics has the right to allocate any amounts received under the Proposal based on FIFO or any other reasonable basis without separate alignment with Customer. In the event that payment is applied to invoice or another form of payment obligation, other than the one indicated by the Customer, FL Technics undertakes to notify the Customer about the allocation of the payment received.
7. QUALITY
7.1. All Services shall be rendered in accordance with the standards and practices of FL Technics. These standards and practices are based on EASA requirements when work is carried out within the limits of FL Technics approval certificate LT.21G.0004.
8. LIABILITY
8.1. FL Technics, its personnel and its subcontractors shall not be liable for any damage to, or loss of, property of Customer including the aircraft, or injury or death or any other damage directly or indirectly caused to Customer’s 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 the Proposal (including third parties’ claims), unless to the extent caused by wilful misconduct or gross negligence of FL Technics or its Subcontractors, and Customer shall indemnify and hold harmless FL Technics, its directors, officers, employees, agents, servants and Subcontractors against any and all such claims including costs and expenses incident thereto.
8.2. Customer, its personnel and its subcontractors shall be liable for any damage to, or loss of, property of FL Technics (or property of any third party, which is located at FL Technics facility) including any facility where the aircraft or any part may be situated, or injury or death or any other damage directly or indirectly caused to FL Technics, its directors, officers, employees, agents, servants during or after, due to, or in connection with, or in consequence of the performance or non-performance of this Agreement (including third parties’ claims), unless to the extent caused by wilful misconduct or gross negligence of FL Technics.
8.3. In case of disagreement on FL Technics liability or its levels, Customer shall provide all required information and documentary proof, including legal memorandum from a reputable law firm, showing FL Technics gross negligence or wilful misconduct caused damages.
8.4. Notwithstanding anything to the contrary contained in the Proposal, in no event, whether in contract or tort, as a result of breach of Proposal, 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 prospective economic advantage, costs incurred as a result of the lease of a spare aircraft or item or other costs resulting from the unavailability of an aircraft or an item, accommodation and compensation of passengers, 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.
8.5. FL Technics total liability for any and all demands, pretensions or claims, whether in contract between FL Technics 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 / products which gave rise to the demand, pretension or claim.
8.6. Nothing in these General Terms shall exclude or in any way limit either Party liability: (i) for fraud; (ii) for death or personal injury caused by its negligence, or (iii) any other liability to the extent such liability may not be excluded or limited as a matter of law.
8.7. FL Technics and Customer are fully aware and agree to FL Technics liability limitation and acknowledge that prices and rates for services specified in the Proposal have been calculated, inter alia by specific reference to the exclusions and liability limitations.
9. INSURANCE
9.1. Throughout the duration of the Proposal (and for 2 years thereafter or to the next major check whichever is the greater) Customer shall procure and maintain and will provide FL Technics with a certificate of the following insurances in respect of the Aircraft: Hull All Risk insurance in respect of the aircraft; Hull War Risks insurance in respect of the aircraft, Passenger and Passenger Baggage Legal Liability, Cargo and Mail Legal Liability, aircraft third Party Legal Liability and Comprehensive General Third Party Legal Liability, All Risks Property insurance including war risks covering Components whilst not installed on the Aircraft, Aviation General Legal Liability Insurance, including without limitation third party, products, war and passenger risks in a combined single limit of not less than USD 750,000,000.00 (seven hundred fifty million) per each occurrence. The insurance referred above will include the following provisions where applicable:
9.1.1. FL Technics, its directors, officers, employees, servants, agents and Sub-contractors will be included as additional assured under all required liability insurance;
9.1.2. waiver of underwriter’s rights of subrogation against FL Technics, its directors, officers, employees, agents, servants and subcontractors under all required Hull / Hull war insurance;
9.1.3. provide that in the interests of the additional assured, the insurance will not be invalidated by any action or inaction of the Customer regardless of any breach or violation of any warranty of the policy;
9.1.4. include a severability of interests section under the liability coverage, which provides that the insurance shall operate to give each Insured the same protection as if there were a separate policy, issued to each Insured;
9.1.5. a thirty (30) days written notice-period of cancellation or material change in favour of FL Technics (seven (7) days or such lesser period as may be available for war risks cover).
9.2. Upon request, Customer will provide FL Technics with a certificate of insurance (reinsurance if applicable).
9.3. FL Technics reserves the right to not commence the provision of the Services until the certificates of insurance and all the relevant information mentioned in this Clause are received by FL Technics. FL Technics shall not be held responsible or liable for any kind of delay resulting from lack of certificates of insurance received from the Customer.
9.4. Failure by the Customer to evidence the certificates of insurance or include necessary provisions required by Clauses 9.1 – 9.2 shall not relieve the Customer from the insurance requirements set forth and/or in any way relieve or limit its obligations and liabilities under any other provision of these General Terms. Customer understands that obligations related to insurance are of the essence and releases, indemnifies, defends and waives FL Technics’ any liability and obligations under any provision of these General Terms or the Proposal for the duration of the Customer‘s failure to comply with the requirements of this clause. FL Technics shall not have any obligations and liability under any other provision of these General Terms or the Proposal if the Customer fails to provide to FL Technics the required insurance certificate and/ or fulfil the insurance requirements as described herein above.
10. EXCUSABLE DELAYS
10.1. The Parties agree that it will be deemed not to be FL Technics’ fault and FL Technics will not be held liable if such performance dates or other agreed upon time limits are not met for reasons such as but not limited to (hereinafter – the “Excusable Delay”):
10.1.1. Failure of the Customer to make any payment on timely basis or comply with its other obligations hereunder;
10.1.2. Unfinished maintenance or other works which, at the sole discretion of FL Technics, are considered to have impact on Services’ provision;
10.1.3. an aircraft, material, required up to date technical documentation: (certificates, reports, specifications, datasheets), required equipment, insurance certificates or securities to be supplied by Customer not being available, is incomplete, available but not fit for purpose of Services provision or being supplied late or Customer not accepting suitable material offered by FL Technics;
10.1.4. Material ordered in a timely manner from suppliers not being delivered to FL Technics on time or not being delivered at all;
10.1.5. When applicable, during the period required for the application and issuance of the export license or any other authorization or in the event the issuance of such export license/authorisation was refused by the relevant authority, including all types of permits, licenses or authorisations required for the dedicated staff of FL Technics no matter if arranged by the Customer or FL Technics;
10.1.6. Customer withholding or delaying its consent / instruction / information where such consent / instruction / information is required;
10.1.7. delays or failure of Customer to comply with the payment terms;
10.1.8. additional tasks which were not part of the contracted work scope being carried out by FL Technics upon Customer’s request;
10.1.9. any other cause to the extent such cause is beyond FL Technics control and not occasioned by FL Technics fault or negligence;
10.1.10. FL Technics rightfully stopping or refusing the performance of Services.
10.2. If FL Technics is prevented by Excusable Delay from timely performance of any of its obligations hereunder, the time for performance will be extended by a period of Business days equal to the time lost by reason of such delay, however, always subject to FL Technics’ manpower availability.
11. FORCE MAJEURE
11.1. All events or circumstances, the prevention of which is beyond FL Technics’ reasonable control such as, but not limited to, acts of God and the public enemy, terrorism, war, insurrections or riots, blockades, fires, floods, explosions, earthquakes, storms, serious accidents, infectious disease, epidemics, pandemics, endemics or quarantine, any act or omission of government or governmental authority (such as, but not limited to, delays with any customs clearance despite FL Technics having properly applied for it in due time or as a result of clarification with customs authorities), strikes of labour troubles causing cessation, slowdown or interruption of work, general hindrance in transportation, general supply shortages and interruptions, shall release the Parties from their obligation of delivery or acceptance for the duration and to the extent of such events or circumstances.
12. EVENT OF DEFAULT
12.1. The occurrence of any of the following will constitute an event of default and material breach of the Proposal (hereinafter collectively – “Event of Default”):
12.1.1. Party fails to make any payment due hereunder in the manner and by the date provided herein and fails to make such payment within twenty (20) calendar days after such payment is due;
12.1.2. Party fails to make any payment due under any other proposal or agreement between the Parties or otherwise for more than twenty (20) calendar days after such payment is due or otherwise materially violates any other agreement between the Parties;
12.1.3. Party (i) suspends payment on its debts or other obligations, (ii) is unable to or admits its inability to pay its debts or other obligations as they fall due, (iii) is adjudicated or becomes bankrupt or insolvent or (iv) proposes or enters into any composition or other arrangement for the benefit of its creditors generally;
12.1.4. any proceedings, resolutions, filings or other steps are instituted or threatened with respect to the Party relating to the bankruptcy, liquidation, reorganization or protection from creditors of the Party or a substantial part of the Party’s property;
12.1.5. any changes in the applicable export control laws and regulations (under such jurisdiction as, inter alia, the United Nations, the European Union, the United States of America, the Republic of Lithuania), which might have a direct or indirect effect on the performance of the Proposal;
12.1.6. if the Customer fails to comply with the covenants, requirements, representations or warranties set forth in these General Terms.
12.2. In the Event of Default by Customer, FL Technics may, upon written notice to Customer, (i) suspend its performance in whole or in part, (ii) terminate the Proposal and/or (iii) declare all sums owing to FL Technics immediately due and payable. Exercise of any of the foregoing remedies by FL Technics shall not preclude exercise of any of the others, and neither the existence nor exercise of such remedies shall be construed as limiting, in any manner, any of the rights or remedies available to FL Technics under the applicable law.
13. RESPONSIBILITIES TOWARDS AIRWORTHINESS AUTHORITIES
13.1. The Customer shall be solely responsible for use of any purchased product, including but not limited to the installation of such product into any aircraft. For the avoidance of doubt, the Customer shall also be and remain solely responsible with regard to any aviation authorities or other governmental agencies with respect to the airworthiness of the aircraft. To the extent available and required by mandatory EASA or FAA regulations, FL Technics shall grant the Customer access to all necessary information concerning FL Technics’ compliance with such regulations.
14. INTELLECTUAL PROPERTY
14.1. FL Technics reserves all rights with regard to any intellectual property rights, including, but not limited to, patents, utility models, designs, copyrights (including, but not limited to, software), trademarks, trade names, know how (including, but not limited to, documents, sketches, data and other information) and trade secrets and all renewals and extensions thereto and any other intellectual property rights (hereinafter – “Intellectual Property Rights”) pertaining to any purchased product, and no such rights shall be licensed or assigned to the Customer unless expressly agreed between the Parties. Any Intellectual Property Rights resulting from developments, improvements or customizations of products implemented by FL Technics on behalf of the Customer shall remain with FL Technics, unless expressly agreed otherwise.
14.2. Title to any Intellectual Property Rights disclosed in documents or data (including but not limited to plans, drawings, patterns or designs), shall remain with the Party which is entitled to such Intellectual Property Rights.
14.3. Should the performance of the Services by FL Technics result in the creation and development of any Intellectual Property Right, FL Technics shall be the sole owner and shall have full title and interest in such right upon its creation, including all rights relating to such Intellectual Property Right.
14.4. The FL Technics is authorised to reproduce, modify and re-use the information received and the know-how (methods, processes, etc.) acquired during the performance of the Proposal, as well as any reports, documentation, plans, drawings, software and any other information, including technical information, regardless of the medium, in connection with the provision of the Services (and any supplies) without a time limit, excluding the Customer’s data and information and subject to the applicable confidentiality provisions.
14.5. Each Party shall retain ownership of its know-how, processes, methods and any other intellectual property rights owned by it prior to the performance of the Services.
14.6. In the event that services include elements of the Customer’s industrial or intellectual property, the latter indemnifies FL Technics against all the consequences of legal action which could be brought due to performance of a Service covered by industrial or intellectual property rights. FL Technics is authorised to reproduce, modify and re-use the information received and the know-how (methods, processes, etc.) acquired during the performance under the Proposal, as well as any reports, documentation, plans, drawings, software and any other information, including technical information, regardless of the medium, in connection with the provision of the Services (and any supplies) without a time limit, excluding the Customer’s data and information and subject to the applicable confidentiality provisions.
15. CONFIDENTIALITY
15.1. FL Technics and Customer shall keep all details connected with the Proposal between FL Technics and Customer strictly confidential and shall not disclose any details of Proposal 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 the Proposal or for the purpose of legal proceedings related thereto. Notwithstanding the previous sentence FL Technics shall have a right, but not an obligation, to disclose any and all information under the Proposal as it deems appropriate to the owner of the respective Aircraft and the Customer hereby expressly consents to such disclosure.
16. PERSONAL DATA PROCESSING
16.1. Each Party agrees to comply with FL Technics’ General Terms of Personal Data Protection: https://fltechnics.com/general-terms-of-personal-data-protection/.
17. GOVERNING LAW AND DISPUTE RESOLUTION
17.1. Proposal and these General Terms and any legal relationship with the Customer that may arise therefrom shall be exclusively subject to and construed exclusively in accordance with the laws of England and Wales. The United Nations Convention on the International Sale of Goods (CISG) shall not apply.
17.2. Any dispute or difference arising between the Parties hereto as to the construction of the Proposal and these General Terms or any other matter or thing arising hereunder or in connection therewith shall in the first instance be settled by the Parties in good faith through friendly negotiations. Failing such settlement, the Courts of England shall settle such disputes in accordance with English law.
18. COMPLIANCE
18.1. The Customer 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/.
19. EXPORT CONTROL
19.1. Each Party acknowledges that the goods, services or any data provided pursuant to this Proposal may be subject to, and controlled by, the export laws and sanctions regulations of European Union, the United States and other applicable countries which regulates dual-use goods, software, technology, encryption and certain military items to countries around the world (collectively referred to as “Export Laws”).
19.2. The Customer agrees to comply with all applicable Export Laws. Goods, services and data required to be provided in accordance with the Proposal shall only be supplied in accordance with the then applicable Export Laws.
19.3. Neither Party shall be required to perform any obligation specified in the Proposal that would result in or require it to breach of any applicable Export Laws.
19.4. All required export licenses and permits must be in place, before applicable goods or data are shipped to or from either Party, and prior to any applicable Services to be provided. The receiving Party may refuse any goods or data shipped prior to proper licensing or equivalent export authorization being obtained and may return any such goods to the shipping Party at that Party’s expense.
19.5. Each Party agrees not to export or re-export the goods or data provided pursuant to the Proposal in violation of the applicable Export Laws.
19.6. FL Technics shall not be liable for any damage or costs incurred by Customer (and/or aircraft’s owner) if any delivery or re-delivery of Services and/or aircraft under the Proposal or if the performance of any Services is delayed due to the refusal to issue a license by any governing authority.
20. SEVERABILITY
20.1. Voidness or invalidity of individual provisions of these General Terms shall not effect the validity of the remaining provisions hereof. In such case, the Parties shall be deemed to have made such agreements as come the closest to the commercial purpose of the void or invalid provision and the intention of the parties.
21. ASSIGNMENT
21.1. The Customer shall not have a right to cede, assign, delegate or in any other manner transfer any of its rights and/or obligations under Proposal and these General Terms without prior written consent of FL Technics. However, FL Technics shall be entitled at its sole discretion to assign (transfer) without the Customer’s additional consent (this provision shall be deemed as the Customer’s sufficient consent) any rights and obligations under the Proposal and these General Terms to any FL Technics affiliated company. In case of such assignment the terms of Proposal and these General Terms will be binding upon assignees. Any of unauthorized assignment shall be null and void and constitute breach of these General Terms.
22. THIRD PARTY RIGHTS.
22.1. Third Party Rights. A person who is not a party to the Proposal shall have no rights under the contract (Rights of Third Parties) Act 1999, or otherwise, to enforce any term of the Proposal. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
