Claverham Limited

STANDARD TERMS AND CONDITIONS OF SALE (STD-TC)

•  ORDER ACKNOWLEDGMENTS. If Claverham Limited is unable to furnish any parts on the order in quantity, size, or otherwise, as specified and described on the order, the order acknowledgment will so indicate within fifteen (15) days and provide details as to recommended substitutes including part number, description, price and availability.

•  TITLE, DELIVERY, and PACKAGING. Parts sold hereunder shall become the property of Buyer upon delivery of the parts by Claverham Limited at Claverham Limited EX WORKS, distribution point to the carrier designated by Buyer or, in the absence of such designation, to the carrier selected by Claverham Limited for shipment to Buyer. Claverham Limited reserves the right to deliver parts in advance of Buyer's requested or purchase order schedule.

Parts will be packaged, unless otherwise specified, in containers suitable for domestic or international shipment. Each container shall be suitably marked in accordance with Buyer's instructions as are set forth in the applicable purchase order.

•  CONDITIONS OF PAYMENT. Payment in United States dollars will be due on parts shipped according to standard terms of net thirty (30) days from date of invoice to accounts meeting Claverham Limited's credit standard with acceptable ratings and/or credit history. Claverham Limited shall have the right to charge interest at the rate of 3 per cent per annum above the base rate for the time being of Barclays Bank PLC, both before and after judgment on the unpaid balance from the date when such payment was due until paid. Claverham Limited reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. Payments should be made to the "remit to" address shown on the invoice. Claverham Limited reserves the right to modify or withdraw credit terms at any time without notice, and to require guarantees, security, or payment in advance for the amount of the order involved.

•  WARRANTY. New parts supplied by Claverham Limited under any purchase order, not otherwise warranted per "separate agreement", are warranted to be, at the time of delivery, free from defects in material and workmanship. If no later than twelve(12)months after delivery of the part, any delivered part is found to be defective in material or workmanship, Claverham Limited shall, at its option, repair, replace or extend credit for such defective part at its expense and with reasonable promptness provided Claverham Limited confirms existence of said defect. Buyer shall provide Claverham Limited with written notice of a claimed defect within sixty (60) days after the defect becomes apparent to Buyer. Said notice will contain reasonable proof that the claimed defect is covered by Claverham Limited's warranty and is subject to confirmation and verification by Claverham Limited. In the event Claverham Limited replaces or extends credit for a defective part, the Buyer shall dispose of the defective part in accordance with Claverham Limited's instructions.

Parts purchased as Ground Support Equipment (GSE) will only be covered by the warranty provided by the original GSE manufacturer, if not manufactured by Claverham Limited, or as follows if manufactured by Claverham Limited. GSE delivered under this order will, at the time of delivery thereof, be free from defects in material and workmanship. If within twelve (12) months from the time of delivery of the GSE to operator, such GSE is found to be defective in material or workmanship, Claverham Limited at its option shall repair or replace such defective equipment or part thereof, at its expense and with reasonable promptness. Buyer shall provide Claverham Limited with written notice of a claimed defect within sixty (60) days after the defect becomes apparent to Buyer. Said notice will contain reasonable proof that the claimed defect is covered by Claverham Limited's warranty and is subject to confirmation and verification by Claverham Limited.


The only warranties made by Claverham Limited are those expressly provided herein and they are specifically conditioned upon the proper handling, use and maintenance of the parts and equipment by the Buyer, to include compliance with Article V. below, and receipt of timely notice as required above. Any other statements expressed in the contract or in proposals, specifications, drawing or manuals shall not be deemed to constitute a warranty of the new parts or GSE. THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE. SAVE FOR THE CONDITIONS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979, NO OTHER WARRANTIES OF ANY KIND, WHATSOEVER, WHETHER EXPRESS OR IMPLIED, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING WARRANTIES OF SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, SHALL APPLY.

ADDITIONALLY, THE BUYER AGREES THAT THE USE OR INCORPORATION OF ANY PARTS OR REPAIRS INTO A Claverham Limited PRODUCT WHICH ARE NOT Claverham Limited AND/OR FAA APPROVED WILL RESULT IN A DISCLAIMER BY Claverham Limited OF RELATED WARRANTY OBLIGATIONS AND THE BUYER SHALL INDEMNIFY Claverham Limited FOR ANY AND ALL DAMAGES AND LIABILITY RESULTING FROM THE USE OR INCORP ORATION OF SUCH PARTS OR REPAIRS.

THE REMEDIES SET FORTH HEREIN ARE THE SOLE AND EXCLUSIVE REMEDIES OF BUYER FOR ANY CLAIMS, EXPENSES OR DAMAGE ARISING OUT OF OR RELATED TO PRODUCTS DELIVERED UNDER THIS CONTRACT. IN NO EVENT SHALL Claverham Limited BE LIABLE IN TORT OR CONTRACT OR UNDER ANY OTHER LEGAL OR EQUITABLE THEORY OF LAW , FOR ANY PURE ECONOMIC LOSS, LOSS OF PROFIT, LOSS OF BUSINESS, DEPLETION OF GOODWILL OR FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES.

•  USE OF PURCHASED PARTS. REPAIRS, MAINTENANCE, AND MODIFICATION OF EQUIPMENT USING PARTS PURCHASED FROM Claverham Limited MUST BE PERFORMED AS SPECIFIED IN THE APPLICABLE COMPONENT MAINTENANCE OR OVERHAUL MANUAL AND/OR SERVICE BULLETIN BY TECHNICALLY COMPETENT PERSONNEL. THE REPAIRS, MAINTENANCE, AND/OR MODIFICATION ARE TO BE ACCOMPLISHED UTILIZING TOOLING AND TEST EQUIPMENT, AS SPECIFIED IN THE MANUAL OR SERVICE BULLETIN, IN A REPAIR FACILITY APPROVED BY THE APPROPRIATE GOVERNING AIRWORTHINESS AUTHORITY.

IN THE EVENT BUYER DOES NOT COMPLY WITH THE PROVISIONS OF THIS ARTICLE V, BUYER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS Claverham Limited FROM ANY AND ALL CLAIMS, LOSS OR EXPENSE RESULTING DIRECTLY OR INDIRECTLY FROM SUCH NONCOMPLIANCE.

•  LIMITATION OF LIABILITY & REMEDIES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,IN THE EVENT BUYER CLAIMS THAT Claverham Limited HAS BREACHED ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT WHETHER OF WARRANTY OR OTHERWISE, Claverham Limited MAY REQUEST THE RETURN OF THE PARTS PURCHASED HEREUNDER AND TENDER TO BUYER THE PURCHASE PRICE THERETOFORE PAID BY BUYER, AND IN SUCH EVENT, Claverham Limited SHALL HAVE NO FURTHER OBLIGATION UNDER THIS AGREEMENT EXCEPT TO REFUND SUCH PURCHASE PRICE UPON REDELIVERY OF THE PARTS. IF Claverham Limited SO REQUESTS THE RETURN OF THE PARTS, THE PARTS SHALL BE REDELIVERED TO Claverham Limited IN ACCORDANCE WITH Claverham Limited'S INSTRUCTIONS TO BUYER, AT Claverham Limited'S EXPENSE.

OTHER THAN AS EXPRESSLY PROVIDED FOR IN THE PRECEDING PARAGRAPH, IN ALL CASES WHERE BUYER'S CLAIM, WHETHER BASED IN CONTRACT, IN TORT OR UNDER ANY OTHER LEGAL OR EQUITABLE THEORY OF LAW ARISES OUT OF OR RELATES TO THE SALE, DELIVERY, OR USE OF DEFECTIVE NEW PARTS OR GSE OR DAMAGE RESULTING THEREFROM, BUYER'S EXCLUSIVE REMEDIES AND Claverham Limited'S SOLE LIABILITY SHALL BE LIMITED TO THOSE SPECIFICALLY PROVIDED IN THE WARRANTY ARTICLE IV.

NOTHING IN THESE TERMS AND CONDITIONS EXCLUDES OR LIMITS THE LIABILITY OF Claverham Limited (1) FOR DEATH OR PERSONAL INJURY CAUSED BY Claverham Limited'S NEGLIGENCE OR (2) FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

SUBJECT AS SPECIFIED IN THE PRECEDING PARAGRAPH , CLAVERHAM LIMITED SHALL NOT BE LIABLE TO BUYER WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR UNDER ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY PURE ECONOMIC LOSS, SPECIAL , INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE, WHATSOEVER, OR FOR DAMAGE OR LOSS OF PROPERTY OR EQUIPMENT NOT FURNISHED UNDER THIS AGREEMENT, LOSS OF USE OF EQUIPMENT, LOSS OF PROFITS OR REVENUES OR THE LOSS OF USE THEREOF, OR CLAIMS OF ANY CUSTOMERS OF BUYER OR OTHER THIRD PARTIES.

SHIPPING DATES ARE GIVEN TO THE BEST OF Claverham Limited'S KNOWLEDGE BASED UPON CONDITIONS EXISTING AT THE TIME THE ORDER IS PLACED AND INFORMATION FURNISHED BY BUYER. Claverham Limited WILL IN GOOD FAITH, ENDEAVOR TO SHIP BY THE ESTIMATED SHIPPING DATE BUT SHALL NOT BE RESPONSIBLE FOR ANY DELAY OR ANY DAMAGE ARISING THEREFROM.

•  QUALITY ASSURANCE AND SPECIFICATIONS. The parts to be furnished will be produced under the requirements of Claverham Limited Quality Management System which is in conformance with the elements of ISO 9001 (1994). With respect to the edition of specifications/standards applicable to an order, Claverham Limited reserves the right to elect not to adopt a particular revision/issue in whole or in part or in the absence of an available governmental or military specification to select best commercial practices if it affects the form, fit, or function of the product or significantly increases costs without corresponding benefit. This condition is applicable to any purchase order which may result from this catalog. Non-conforming material control is defined in the Claverham Limited Quality Management System and is in compliance with the ISO document and industry best commercial practices. Claverham Limited shall be authorized to make Material Review Board disposition of non-conforming parts which do not affect required part functional performance, maintainability, reliability, interchangeability, weight, or appearance (where a factor) or safety of the parts to be delivered. Buyer is responsible for requesting all appropriate airworthiness certificates, as necessary, from Claverham Limited. Request for additional supporting data, or administrative support is subject to negotiation.

•  TAXES AND GOVERNMENTAL REQUIREMENTS. Any tax or fee imposed by any taxing or regulatory body (including value added tax) , whether local, state, or Government, arising out of or based upon the sale of goods for which Claverham Limited may be held responsible for collection or payment, will be paid by the Buyer and will be added to the part price. Buyer shall be responsible for obtaining any necessary clearances, including but not limited to import, export and foreign exchange licenses, which may be required by any Government. Claverham Limited's performance is subject to all applicable U. S. Government laws and regulations and the Government laws and regulations of the place of manufacture and/or point of distribution. Nothing set forth herein or in any resulting order shall require any performance on the part of Claverham Limited which cannot be lawfully done pursuant to said laws and regulations.

•  INSOLVENCY. In the event that ( 1) an order is made or a resolution is passed for the winding up of the Buyer (2) an order is made for the appointment of an administrator to manage the affairs, business and property of the Buyer or such an administrator is appointed or documents are filed at Court for the appointment of an administrator, or notice of an intention to appoint an administrator is given by the Buyer or its directors or a qualifying charge holder (as defined in paragraph 14 of Schedule B1 to Insolvency Act 1986), (3) a receiver is appointed over any of the Buyer's assets, (4) circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding up order, (5) the Buyer takes or suffers any similar or analogous action in consequence of debts, or an arrangement or composition is made by the Buyer with its creditors or (6) an application is made to a Court for protection from its creditors by the Buyer, Claverham Limited may, without prejudice to any other rights to which it may be entitled, give notice in writing terminating with immediate effect any agreement with the Buyer to which these terms and conditions relate.

•  ANTI-BOYCOTT COMPLIANCE. Claverham Limited complies with all U.S. laws directed against foreign restrictive trade practices or boycotts as embodied in the Export Administration Act of 1979 (as amended), the Tax Reform Act of 1976 and all regulations and guidelines issued hereunder. Accordingly, to the extent that any Buyer orders or other documents contain prohibited provisions, Claverham Limited takes specific exception and objects to these provisions which are not in compliance with the referenced laws and regulations.

To avoid delays in processing Buyer orders, all prohibited provisions in this regard must be deleted from customer orders or other documents.

•  ASSIGNMENT. No purchase order subject to these standard terms and conditions of sale or any interest hereunder shall be assignable by Buyer, unless such assignment is agreed to in writing by Claverham Limited. Claverham Limited may, without advance notice to the Buyer, assign any such purchase order or any interest therein.

•  APPLICABLE LAW. Any disputes arising out of any purchase order shall be interpreted in accordance with and be governed by the laws of the territory from where the sale is made, without regard to conflict of laws provisions. The provisions of the Convention for the International Sale of Goods shall not apply.

•  EXCUSABLE DELAYS. Claverham Limited shall not be liable for any delay or failure to perform if such delay or failure is due to causes beyond the control, and without fault or negligence, of Claverham Limited including, but not limited to, acts of God or the public enemy, acts of Government, insurrections, fires, floods, epidemics, quarantine restrictions, strikes and freight embargoes.

•  INTELLECTUAL PROPERTY INDEMNITY.

•  For any product provided by Claverham Limited to Buyer which is not made in accordance with drawings, samples or specifications of Buyer, but rather is solely the design of Claverham Limited, Claverham Limited shall, at its own expense and its sole option, defend or compromise any claim, suit or proceeding brought against Buyer or Buyer's customers, based upon an allegation that the product, by itself and not in combination with any other parts not furnished by Claverham Limited, infringes any patent, mask work, copyright, or other intellectual property right under United States law, provided that: 1) Buyer has made all payments then due to Claverham Limited, 2) Buyer promptly notifies Claverham Limited in writing of the allegation of infringement, 3) neither Buyer nor its customer take any action (by commission or omission) which prejudices Claverham Limited's ability to defend against or compromise that allegation, 4) Buyer provides Claverham Limited with all authority, information and assistance reasonably necessary for that defense or effort to compromise, and 5) Claverham Limited shall have exclusive control over that defense or effort to compromise. In accordance with this obligation, Claverham Limited shall pay all of any damages or costs that are assessed against Buyer or its customer in such a suit or proceeding. If further use or sale of the product is ultimately prohibited, Claverham Limited shall, at its own expense and its sole option: 1) procure for Buyer the right to continued use of the product, 2) replace it with a substantially equivalent product, 3) modify it so that it becomes non-infringing but substantially equivalent, or 4) if none of the above is reasonably available, terminate Buyer's use of the product and refund to Buyer a pro rata portion of the price originally paid according to the remaining portion of the useful life of the product. Claverham Limited shall have no obligations under this paragraph with respect to any part that has been altered by the Buyer or any third party without Claverham Limited's written direction.

•  For any product provided by Claverham Limited to Buyer which is made in accordance with drawings, samples or specifications of Buyer and is not solely the design of Claverham Limited, or which is made part of a combination of other products not furnished by Claverham Limited , Buyer shall defend, indemnify and hold Claverham Limited harmless to the same degree and subject to the same requirements as set forth in Claverham Limited's obligations to Buyer in (A) above.

•  COPYRIGHT. Claverham Limited electronic firmware assemblies contain computer programs which are protected by copyright. All rights reserved are under copyright laws of the United States of America and other countries. Such computer programs may not be reproduced, in whole or in part, in any form, without prior written authorization from Claverham Limited.

Claverham Limited warranties shall not apply to any unauthorized copies and any unauthorized copying shall free Claverham Limited from all liabilities from use of the unauthorized copies.

•  SOFTWARE LICENSE. All computer software provided to Buyer under these Standard Terms and Conditions of Sale is copyrighted by Claverham Limited and is licensed to Buyer. Claverham Limited grants to Buyer a nonexclusive, non-transferable license to use the software provided hereunder: i) in the course of the normal operation in or with Claverham Limited products which are installed, or are intended to be installed, on aircraft; (ii) in the analysis or the formatting of reports using data from such Claverham Limited products; or,(iii) on products that are used to test, maintain, download, or process information compiled by Claverham Limited products. Making copies of software is prohibited. The software may not be sub-licensed, transferred or loaned to any other party, except that Buyer may transfer the software in conjunction with the resale of any Equipment in which the software is installed or with which it is used. Buyer may not, either itself or with the assistance of others, make modifications to the software or perform any operation on software to recover any portion of the program listing, object code or source code or any information contained therein. This software license is effective as of the date of first delivery hereunder and shall continue until terminated by Buyer upon thirty (30) days prior written notice to Claverham Limited, provided Buyer ceases using and either returns or destroys Claverham Limited software; or, by Claverham Limited if Buyer does not comply with any of the terms and conditions of this software license and Buyer fails to remedy such failure within thirty (30) days after having received notice from Claverham Limited of such failure.

•  EXTENSION OF WARRANTY, INTELLECTUAL PROPERTY INDEMNITY AND SOFTWARE LICENSE. Claverham Limited agrees that with respect to parts ordered, the provisions of Warranty, Intellectual Property Indemnity and Software License shall extend to any affiliate and customer of Buyer and to any user of the parts. Any affiliate, customer or user making a claim under this provision is subject to the same rights, remedies, obligations and limitations applying to Buyer.

•  RECEIVING INSPECTION. All products sold hereunder shall be subject to final inspection and approval by Buyer. Such inspection should be made within a reasonable time after receipt of the products, and in no event later than 60 days from the date of shipment by Claverham Limited. Buyer should notify Claverham Limited by written notice immediately upon receipt of a discrepant shipment. A discrepant shipment would be considered an over shipment of under shipment (quantity discrepancy); receipt of an incorrect part number; or part non-conforming to specifications (obvious defects that should be detected during receiving inspection). Buyer shall hold rejected product for Claverham Limited's instructions. Claverham Limited shall have the right in its sole discretion to issue a credit, repair or replace rejected products and, when repaired or replaced, the products shall be accepted by Buyer.

XIX. GENERAL TERMS. Claverham Limited and the Buyer do not intend that these terms and conditions shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to them .