Terms and Conditions of Sales of Goods

1. Interpretation

1.1. In these conditions:

1.2. “Seller” means Global Aviation Services.

1.3. “Buyer” means the person, firm or company which receives a quotation or places and order for the purchase of Goods with the Seller, as identified on the front of these Conditions.

1.4. “Goods” means goods and services supplied or agreed to be supplied by the Seller to the Buyer under any contract between them.

1.5. “Conditions” means the standard terms and conditions of sale set out in this document including any special terms and conditions agreed in writing between the Buyer and Seller.

1.6. “Contract” means a contract between the Seller and the Buyer for the purchase and sale of Goods.

1.7. “In writing” means the common term used to signify written documentation including electronic mails and other acceptable tools to convey the same effect.

1.8. No person, other than a party to a Contract, shall be entitled to enforce any of its terms, save that where an agreement is entered into, pursuant to which any rights and/or obligations contained in the Contract are assigned or where the Contract is under novation, involving a third party, nothing in this Clause shall, of itself, operate to prevent the assignee from taking the benefit of, and enforcing, any rights so assigned.

2. Formation of Contract and Basis of Sale

2.1. The Seller shall sell and the Buyer shall purchase Goods in accordance with these conditions and all contracts are entered into only on the basis of these conditions which the buyer, in entering into a Contract, shall be deemed to have accepted and which shall govern a Contract to the exclusion of any other terms and conditions.

2.2. A quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or revise any quotation at any time prior to the Seller’s acceptance of the Buyer’s order.

2.3. A Contract shall be formed when acceptance of the Buyer’s order is confirmed in writing by the Seller.

2.4. No order which has been accepted by the Seller may be cancelled or varied by the Buyer except on terms agreed in writing by the Seller.

2.5. In relation to any Contract, the Conditions shall constitute the entire agreement between the Buyer and the Seller and supersede any previous agreement or arrangement between them relating to the subject matter of that Contract and it is expressly declared that no variations to the conditions shall be effective unless made in writing signed by the duly authorized representatives of the parties.

2.6. The Buyer acknowledges and agrees that , in entering into a Contract, it does not rely on and shall have no remedy in respect of , any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Contract or not) which is not as expressly set out or referred to in the Contract and the only remedy available to it in respect of any such statement, representation, warranty or undertaking, which is so set out or referred to, shall be a remedy for breach of contract save that nothing in this clause shall operate to limit or exclude liability for fraud on the part of the Seller.

3. Specifications

3.1. The Buyer shall indemnify, and keep indemnified, the Seller fully on demand against any and all actions, claims, losses (including, without limitation, economic loss, loss of profit, revenue or goodwill) damages, costs (including legal costs) and expenses incurred by, or awarded against, the Seller in connection with, or paid or agreed to be paid by the Seller in settlement of, any claim for alleged infringement of any rights of any third party as a result of the carrying out by the Seller, its servant, subcontractor or agent of any work required to be done to Goods in accordance with the requirements or specifications of the Buyer.

4. Price

4.1. The price of Goods shall be the price quoted by the Seller to the Buyer or as otherwise agreed between the parties in writing.

4.2. Unless otherwise agreed in writing, all prices are given by the Seller on the basis that the Seller will deliver Goods to such premises as provided in Clause 6.1 and the price quoted shall include the Seller’s costs for transport, packaging and insurance.

4.3. All prices quoted by the Seller are, unless expressed otherwise exclusive of Value Added Tax and all other applicable taxes and duties which shall be payable by the Buyer.

4.4. Unless otherwise agreed in writing, all packing is non-returnable. All returnable packing cases, pallets, containers and other packaging provided to the Buyer will be charged to the Buyer at the Seller’s current prices, but such charge (less handling fee of 50 per cent) will be refunded, or credit given in respect of it, by the Seller to the Buyer only if the packaging materials are returned to the Seller’s designated warehouse carriage paid and in good condition within 30 days of their dispatch to the Buyer.

5. Payment

5.1. Unless otherwise agreed in writing, the Seller shall be entitled to invoice the Buyer for the price of Goods together with any transport, packaging and insurance or other charges payable on or at any time after delivery is affected including Value Added Tax.

5.2. The Buyer shall make payment of the Seller’s invoiced amount in full within the agreed payment terms.

5.3. All amounts due under a Contract shall be paid in full and the Buyer shall not be entitled to assert any set-off or counterclaim against the Seller whether arising from breach of contract, tort, (including negligence), breach of statutory duty or any other matter whatsoever in order to justify withholding payment of any such amount in whole or in part.

5.4. If the Buyer fails, on the due date, to pay any invoiced amount due to the Seller under any Contract then, without prejudice to any other right or remedy available to the Seller, the Seller, shall (at its option) be entitled:

5.4.1. to treat the Contract as repudiated by the Buyer, to withhold any further deliveries to the Buyer under it or under any other Contract between them and to claim damages from the Buyer; or

5.4.2. to affirm the Contract and to claim damages from the Buyer; and

5.4.3. to appropriate any payment made by the Buyer to such of the Goods supplied under that contract and any other contract as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and

5.4.4. to charge the Buyer late payment charges (both before and after any judgment) on the amount unpaid at the rate of 1½% per month (18% per annum) until payment in full is made.

6. Delivery

6.1. Unless otherwise agreed in writing, Goods shall be delivered by the Seller EXW: GAS designated location or as otherwise notified by the Buyer in writing and delivery for the purpose of this Contract shall be effected by the placing of the Goods at the disposal of the Buyer at such premises.

6.2. Any dates quoted by the Seller for delivery of Goods are approximate only and the Seller shall not be liable for any delay in delivery of Goods however caused and time for delivery shall not be of the essence unless previously agreed by the Seller in writing.

6.3. Where Goods are to be delivered in installments, delivery by the Seller of any one or more of the installments other than in accordance with these Conditions shall not entitle the Buyer to treat the Contract in whole as repudiated.

6.4. If the Buyer fails to take delivery of Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:

6.4.1. store Goods until actual delivery and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or

6.4.2. sell Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the contract or charge the Buyer for any shortfall below the price under the Contract.

6.5. Where goods are delivered to the Buyer by a carrier, the Seller will claim against the carrier on the Buyer’s behalf if:

6.5.1. the carrier’s receipts have been signed “unexamined”, “unopened”;

6.5.2. the packaging and Goods have been retained for inspection by the carrier’s inspectors; and

6.5.3. the Buyer notifies in writing the carrier and the Seller within 7 days of the date of delivery.

7. Risk and Title

7.1. The risk of loss and damage to Goods shall pass to the Buyer immediately upon delivery being affected.

7.2. Notwithstanding delivery and the passing of risk in any Goods, the property in them shall not pass to the Buyer and shall remain with the Seller until the Buyer has paid to the Seller in full the price for them together with any other sums due under any Contract.

7.3. Until such payment, the Buyer shall carefully store the Goods in such a way as to enable them to be identified as the property of the Seller and keep them insured at its own expense.

7.4. The Seller reserves the immediate right of repossession of any Goods which have not been paid for to which the Seller has retained title as aforesaid exercisable at any time after delivery or collection of the Goods and the Buyer hereby grants an irrevocable right and license to the Seller’s servants and agents to enter upon all or any premises where Goods are stored without prior notice for this purpose.

8. Warranties and Liability

8.1. SUBJECT TO THE LIMITATIONS ON ITS LIABILITY SET OUT BELOW IN THIS CLAUSE AND ELSEWHERE IN THESE CONDITIONS, THE SELLER WARRANTS THAT THE GOODS WILL CORRESPOND WITH THE SELLER’S SPECIFICATION AT THE TIME OF DELIVERY. SAVE AS AFORESAID, ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS EXPRESSED OR IMPLIED WHETHER BY STATUTE, COMMON LAW OR OTHERWISE IN RELATION TO THE GOODS (APART FROM AS HEREIN MENTIONED) ARE HEREBY EXCLUDED.

8.2. The Seller shall be under no liability to the Buyer by reason of any representation, warranty, condition or other term, whether express or implied by statute, common law or otherwise, or of any statutory provision for contribution or of any statutory duty or duty at common law or under the express terms of a contract, for any loss (including loss of profit, income, business, revenue or goodwill, costs, expenses or other claims whatsoever) damage or injury of any kind, direct or indirect, howsoever arising and whether or not caused by the negligence of the Seller, it’s employees or agents except as expressly provided in these Conditions and in particular, the Seller shall be under no liability in respect of any defect in the Goods:

8.2.1. arising from or attributable to any drawing, design or specification supplied by the Buyer;

8.2.2. arising from fair wear and tear, neglect, failure to follow the Seller’s instruction; misuse or improper alteration or repair of the Goods;

8.2.3. if the Buyer fails to notify any claim in respect of any of the Goods which is based on a breach of the warranty in Clause 8.1 within 7 days after the discovery of the breach.

8.3. The warranty in Clause 8.1 does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any warranty or guarantee given by the manufacturer to the Seller which the Seller will, so far as possible, assign to the Buyer upon the written request of the Buyer.

8.4. Where any valid claim in respect of Goods which is based on a breach of warranty in Clause 8.1 is notified to the Seller within 6 months of delivery, the Seller shall be entitled to repair, rework, replace or modify the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the affected Goods (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer.

8.5. Nothing in these conditions shall exclude or limit the Seller’s liability for fraud or for death or personal injury caused by its negligence or any other liability to the extent that the same may not be excluded or limited as a matter of law.

9. Third Party Rights

9.1. The Seller and the Buyer intend that the Seller shall transfer to the Buyer only such title as the Seller may have in Goods and the Seller shall have no liability to the Buyer in event of Goods infringing or being alleged to infringe the rights of any third party.

10. Intellectual Property Rights

10.1. Without prejudice to the right of the Buyer or any third party to challenge the validity of the trademarks used by the Seller on, or in relation to, Goods, the Buyer will not do or authorize any third person to do any act which would or might damage or be inconsistent with those trademarks or to the goodwill associated therewith and, in particular, will not affect or authorize the alteration, obliteration or covering up of such marks or the incorporation of other marks (in whole or in part) on to Goods.

10.2. Where Goods supplied are subject to a patent or an application for a patent, the Seller hereby licenses the Buyer to use Goods and processes connected with such Goods solely in connection with a Contract. The Buyer shall only disclose any such process, operating instructions, etc., to its employees or agents using Goods or processes.

11. Force Majeure

11.1. Notwithstanding anything to the contrary in these Conditions, the Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of Goods by the Seller being prevented, hindered, delayed or rendered uneconomic by reason or circumstances or events beyond the Seller’s reasonable control.

11.2. If due to such circumstances or events the Seller has insufficient stocks to meet all its commitments the Seller may apportion available stocks between its customers at its sole discretion.

12. Confidentiality

12.1. Each party agrees and undertakes that it will keep confidential, and will not use for its own purposes nor without the prior written consent of the other party disclose to any third party, any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other unless such information is public knowledge (other than by breach of this Clause) or is required to be disclosed by a court of competent jurisdiction.

13. Insolvency of Buyer

13.1. This Clause applies if:

13.1.1. the Buyer make any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or passes a resolution for its voluntary winding up or has a petition for its compulsory winding up presented against it;

13.1.2. an encumbrance takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets of the Buyer, or

13.1.3. the Buyer ceases, or threatens to cease, to carry on business; or

13.1.4. the Seller reasonably believes that any of the event mentioned above is about to occur in relation to the Buyer or any other matter which in the opinion of the Seller may prejudice its rights against the Buyer.

13.2. If this Clause applies, then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to treat any Contract as repudiated and/or withhold any further deliveries of Goods without, any liability to the Buyer and, if any Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

14. General

14.1. Failure by the Seller to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

14.2. If any provision or part of a provision of these Conditions shall be, or shall be found by any court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of these conditions, all of which shall remain in full force and effect.

14.3. The Buyer may not assign all or any of its rights or obligations under any Contract without the prior written consent of the Seller.

14.4. Any notice to be given pursuant to these conditions shall be sent to the intended recipient’s address as specified in the front of these conditions (unless either party shall otherwise notify the other in writing). Notice shall be regarded as properly given if sent in writing and shall be deemed to have been served 48 hours after dispatch, or by facsimile or e-mail resulting in a tangible record of notice being sent and received.

14.5. All contracts and these conditions will be construed in accordance with the laws of Bahrain and the Buyer hereby agrees that the Bahraini Courts shall have exclusive jurisdiction in relation to any claim brought by the Buyer against the Seller but that the Seller shall be entitled to bring a claim against the Buyer in any court of competent jurisdiction.