Standard Terms & Conditions of Trading

These Terms and Conditions apply to all contracts for the sale of goods or the supply of services by ACS Aviation Ltd to the exclusion of all other terms, conditions, warranties and representations, whether oral or written, express or implied.

These terms and conditions shall prevail over any terms and/or conditions in the Customerís order or any other document or communication issued by the Customer or implied by trade usage, custom, practice or course of dealing. No variation of these terms and conditions shall be effective unless agreed in writing by an authorised representative of ACS Aviation Ltd.

THE CUSTOMERíS ATTENTION IS DRAWN PARTICULARLY TO CONDITIONS 7 AND 8 WHICH EXCLUDE OR LIMIT ACS AVIATION LTD'S LIABILITY.

1. Definitions
In these Terms and Conditions

(a) "Customer" means any person, firm or corporate body buying or offering to buy Goods and Services from ACS Aviation Ltd,

(b) ìCustomerís Propertyî means Goods supplied by the Customer to ACS Aviation Ltd (including all accompanying log books and documents) in order to receive or be quoted for the Services;

(c) ìGoodsî means an aircraft, or in relation thereto, any piece, part, component, accessory, module, furnishing or other equipment of any kind which is installed in or attached thereto;

(d) ìServicesî means any work performed by ACS Aviation Ltd on or in relation to Goods delivered to the Customer and includes the hangarage or storage by ACS Aviation Ltd at the request of the Customer of any Goods.

2. Price

(a) ACS Aviation Ltdís estimates, quotations or price lists do not constitute an offer. No order is deemed to be accepted nor any contract made with ACS Aviation Ltd unless an acknowledgement of such an order or contract has been made by ACS Aviation Ltd and, in any case, ACS Aviation Ltd may, in its absolute discretion, refuse to accept any order. Each separate order shall constitute a separate binding contract governed by these conditions.

(b) Any quotation given by ACS Aviation Ltd shall be valid for a maximum period of 30 days. ACS Aviation Ltd reserves the right to withdraw or vary the same without notice to the Customer.

(c) The prices do not include any taxes, duties, levies, import or export charges or similar charges (including without limitation VAT but excluding any tax on ACS Aviation Ltdís income) payable in connection with the provision of the Services, all of which the Customer shall pay on demand to ACS Aviation Ltd.

(d) Where, upon further investigation or examination during the provision of the Services, it becomes apparent that further work is required beyond that initially agreed with the Customer ACS Aviation Ltd shall submit an estimate for such further work. The Customerís acceptance of ACS Aviation Ltdís estimate for such further work shall constitute a contract governed by these conditions. If the Customer does not wish such further work to be undertaken, ACS Aviation Ltd may invoice the Customer in respect of the Services completed and reassemble and package any Customer Property for delivery to the Customer.

3. Payment

(a) Unless ACS Aviation Ltd has agreed a different credit period, payment of ACS Aviation Ltdís invoices shall be made in the currency stated therein without any deduction, counterclaim, withholding or set-off whatsoever within 7 days of the date of the invoice.

(b) ACS Aviation Ltd shall be entitled at any time to require advance payment on account of the Services to be provided and materials and parts to be provided (but not paid for by the Customer). If such payment on account is not forthcoming, ACS Aviation Ltd shall not be bound to perform the Services. Any such advance payment shall be treated as security for completion of the transaction to which it relates and may be retained by ACS Aviation Ltd if the Customer fails to pay the price due in full or fails to take delivery otherwise than as a result of ACS Aviation Ltd's default.

(c) Time for payment shall be of the essence. If any payment becomes overdue ACS Aviation Ltd may, without prejudice to its other rights, charge interest at 5% above the base rate of Barclays Bank plc to run from the due date for payment until ACS Aviation Ltd receives the full amount, whether before or after judgment.

(d) If the Customer disputes an invoice in good faith it shall provide ACS Aviation Ltd with written details of the disputed element within 7 days of the date of the invoice and at the same time pay the undisputed part. Failure to comply shall result in deemed acceptance by the Customer of an invoice.

4. Delivery

(a) Any delivery or completion date quoted by ACS Aviation Ltd is only ACS Aviation Ltd's best estimate. ACS Aviation Ltd fulfils its obligation to deliver when it makes the Goods available to the Customer or its carrier for collection at a specified ACS Aviation Ltd facility and gives notice thereof to the Customer. Risk in the Goods shall pass to the Customer on delivery.

(b) If so requested by the Customer, ACS Aviation Ltd may arrange transportation of the Goods or Customer's Property to any place other than the place specified at 4(a) above and/or apply (at Customerís cost) for any permits or approvals specified by the Customer, but the Customer will always be responsible for their issue or renewal. All such transportation will be at the Customer's cost and risk. Where, however, ACS Aviation Ltd itself performs the transportation of such goods, ACS Aviation Ltd will, at its sole option, credit the cost of the relevant Goods and/or Services or repair or replace the subject Goods if such Goods are lost or damaged during transportation as a result solely of ACS Aviation Ltd's negligence.

(c) ACS Aviation Ltd may make a reasonable charge for storage and preservation of any Goods or Customer's Property which the Customer fails to collect within 28 days of notice given pursuant to condition 4 (a) or which ACS Aviation Ltd retains pursuant to Conditions 6 or 12 below.

(d) Where Goods are delivered by instalment, such goods as are included in each delivery are deemed to be sold under a separate contract. Any non-delivery, shortage in delivery or any claim by the Customer in respect of any delivery shall not entitle the Customer to reject any balance of Goods or Services ordered.

5. Passing Of Title

(a) ACS Aviation Ltd shall retain title to Goods supplied to the Customer until payment in full has been received by ACS Aviation Ltd. Until title to the Goods passes to the Customer, the Customer shall keep the Goods separately and readily identifiable as the property of ACS Aviation Ltd and the Customer will notify ACS Aviation Ltd (at ACS Aviation Ltdís request) of their whereabouts at any time.

(b) Any resale by the Customer of Goods in which title has not passed shall (as between ACS Aviation Ltd and the Customer only) be made by the Customer as agent for ACS Aviation Ltd.

(c) The Customer shall immediately notify ACS Aviation Ltd of the whereabouts of the Goods if ACS Aviation Ltd notifies the Customer that the Customer is in breach of any of the terms of an agreement incorporating these conditions or if ACS Aviation Ltd considers, for any reasonable cause, that the Goods are in jeopardy, or on the happening of any of the events set out in Condition 12. Forthwith upon receipt of such notice from ACS Aviation Ltd, the Customer's authority to possess the Goods shall end automatically (without any requirement for notice or any other act) and all Goods which are the property of ACS Aviation Ltd shall be immediately delivered to ACS Aviation Ltd.

(d) ACS Aviation Ltd shall be entitled to enter upon or into any land, buildings, vehicles or aircraft where the Goods or part of them are situated or are reasonably thought to be situated, and may take repossession of them at any time. If the Goods have been fitted to or fixed to an engine or aircraft, ACS Aviation Ltd shall have the right to take possession of them and ACS Aviation Ltd's title in the Goods shall not be affected by any stipulation or rule of law that the Goods have become part of an aircraft or equipment fitted thereto.

6. Lien

(a) ACS Aviation Ltd is entitled to a general and particular lien on any of the Customer's Property (including accompanying technical records) that are in ACS Aviation Ltd's possession for all amounts due from the Customer to ACS Aviation Ltd under any contract, even though such Customer's Property may from time to time have been removed from ACS Aviation Ltd's possession. ACS Aviation Ltd is entitled to assume, until the contrary is proved, that such Customer's Property are the absolute property of the Customer or, if not owned by the Customer, that the Customer has authority to put them in ACS Aviation Ltd's possession subject to these Terms and Conditions. ACS Aviation Ltd may recover from the Customer all the costs and expenses of exercising such lien including (without limitation) storage charges.

(b) Subject to giving the Customer notice of not less than 28 days ACS Aviation Ltd may sell to itself or a third party on such terms and at such price as it considers reasonable any of the Customer's Property in its possession. Where ACS Aviation Ltd itself is the purchaser the price will be the amount specified in an independent third party valuation (a copy of which will be sent to the Customer). On completion of such sale, ACS Aviation Ltd shall apply the proceeds of sale in total or partial satisfaction of all amounts due from the Customer to ACS Aviation Ltd plus all costs and expenses incurred in connection with the sale including (without limitation) storage, legal and other professional costs and charges. Any shortfall between amounts due to ACS Aviation Ltd and the proceeds of a sale shall be paid, on demand, by the Customer to ACS Aviation Ltd and any excess between the two will be returned to the Customer.

7. Warranties

(a) Save as set out in this Condition 7 all Goods and Services are sold without any warranty whatsoever.

(b) ACS Aviation Ltd warrants that it will perform all Services with reasonable care and skill in accordance with all applicable laws and regulations.

(c) If the Customer establishes to ACS Aviation Ltd's reasonable satisfaction within [3] months, or during the first [100] hours of operation (whichever shall occur earlier) following delivery of the Goods that (fair wear and tear excepted) ACS Aviation Ltd has breached the warranty contained in Condition 7(b) in relation to Services, ACS Aviation Ltd shall credit the Customer with the price paid by the Customer for the Services in question or, at its option, repair or replace the subject Goods free of charge.

(d) ACS Aviation Ltdís obligations under Condition 7(c) shall not apply if the Goods concerned (i) have been subject to misuse or neglect; or (ii) have not been maintained and operated in accordance with any applicable manufacturer's manual or instructions applicable to such Goods; or (iii) have been repaired or altered without ACS Aviation Ltd's prior approval.

(e) If a Customerís claim made pursuant to Condition 7(c) is accepted by ACS Aviation Ltd and rectification work carried out, the applicable ACS Aviation Ltd warranty period specified in Condition 7(c) may, at ACS Aviation Ltdís sole discretion, be extended by the period of time taken to carry out such work. If such Customerís claim is rejected ACS Aviation Ltd shall be entitled to payment from the Customer for work carried out to investigate the claim.

(f) ACS Aviation Ltd will assign to the Customer the benefit of any assignable warranties that have been given to ACS Aviation Ltd by any manufacturer of Goods. Upon reasonable request and at the Customer's sole expense, ACS Aviation Ltd shall give notice to any such other party of any such assignment, and shall give the Customer reasonable assistance, at the Customer's sole expense, in enforcing any rights of the Customer thus arising. ACS Aviation Ltd will use its reasonable endeavours (at the Customer's request and expense) to enforce and utilise any third party warranties that are not assignable but which remain valid and existing after the Goods are delivered to the Customer.

(h) The warranties in Condition 7 are given in lieu of and replace, exclude and extinguish all and every condition, warranty or representation whatsoever whether express or implied by statute, common law, trade usage, custom and otherwise in respect of the quality or fitness for purpose, description of Goods, standard of Services/workmanship or otherwise. Additionally, the General Product Safety Regulations 1994 shall not apply to any Goods supplied for repair or reconditioning before use.

8. Limitation of Damages

(a) Save as provided in Condition 7 and to the extent permitted by law ACS Aviation Ltd shall have no liability to the Customer for any losses or damages whether indirect or consequential including, without limitation, loss of profits, loss of revenue and increased costs resulting from defects in design, materials or workmanship or from any act or default of ACS Aviation Ltd (whether negligent or otherwise). ACS Aviation Ltd's aggregate liability to the Customer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the actual cost of the Goods and/or Services which give rise to such liability in respect of any occurrence or series of occurrences.

(b) Nothing in these Terms and Conditions shall exclude or restrict any legal liability of ACS Aviation Ltd for death or personal injury resulting from the negligence of ACS Aviation Ltd or restrict the obligations of ACS Aviation Ltd under section 12 of the Sale of Goods Act 1979 or under the Consumer Protection Act 1987 or in respect of fraud.

9. Indeminities & Insurances

(a) The Customer shall indemnify ACS Aviation Ltd, its employees, agents, sub-contractors and associated companies (collectively, ìthe Indemnified Partiesî) against all damages, losses, costs, claims or expenses (including reasonable legal fees) in respect of any liability of such parties towards a third party arising out of or in connection with any Goods or Services supplied by ACS Aviation Ltd save to the extent such damages, losses, costs, claims or expenses arise solely by reason of ACS Aviation Ltdís negligence or wilful misconduct.

(b) The Customer shall indemnify and keep the Indemnified Parties indemnified from and against all actions, claims, demands, proceedings, costs, losses, damages and expenses whatsoever (including legal fees) in respect of death or personal injury to, or loss or damage to any property belonging to any person or persons, except to the extent that such loss, damage, death or personal injury is caused by the negligence or wilful misconduct of ACS Aviation Ltd and where a loss falls to be borne as a risk insured by the Customer, the Customer, shall arrange for its insurers to waive any rights or recourse against ACS Aviation Ltd only to the extent of this indemnity.

(c) The Customer shall, on demand, provide evidence acceptable to ACS Aviation Ltd that it has in full force and effect insurance in amounts and on terms acceptable to ACS Aviation Ltd in respect of the Customerís Property and any other items of property or equipment which may from time to time be subject to the Services provided by ACS Aviation Ltd. Such insurance shall include:

(i) aviation third party and passenger legal liability; and

(ii) all risks (including war risks) in respect of loss or damage to the hull whilst flying or on the ground.

(d) ACS Aviation Ltd shall maintain hangar keepersí and third party liability insurances in respect of ACS Aviation Ltdís potential liabilities to its Customers or any third party arising out of the performance of the Services. ACS Aviation Ltd, its agents, sub-contractors and its and their respective employees, officers and directors shall not be liable to the Customer to the extent of any loss recovered by the Customer under the Customerís insurance, and the Customer agrees to waive any rights against ACS Aviation Ltd to the extent of any sum recovered by the Customer pursuant to such insurance.

10. Flight Tests

ACS Aviation Ltd may, at its discretion, carry out flight tests to assist in the rectification of defects. ACS Aviation Ltd may also undertake flight tests where required by the applicable civil aviation authority. The costs of and fees incurred as a result of such flight tests shall be paid by the Customer. Where such flight test is to be performed the Customer shall ensure that there is in place insurance that complies with the provisions of Condition 9 (c) above.

11. Force Majeure

(a) ACS Aviation Ltd shall have no liability to the Customer for any failure or delay in fulfilling its obligations to the extent that such failure or delay is caused by any event beyond its reasonable control including (without limitation) flood, storm or other natural event; or any war, hostilities, revolution, riot or civil disorder; or any destruction, breakdown (permanent or temporary) or malfunction of, or damage to, or theft of, any premises, plant, equipment or materials (including any computer hardware or software or any records); or the introduction of, or any amendment to, a law or regulation, or any change in its interpretation by any authority; or any action taken by governmental or public authority, including any failure to grant a consent, exemption or clearance; or any strike, lock-out or industrial action; or any unavailability of, or difficulty in obtaining plant, equipment, spare parts or materials; the unavailability to ACS Aviation Ltd (on reasonable terms or at all) of any insurance of a type reasonably required by it, or any breach of contract or default by, or insolvency of a third party (including an agent or sub-contractor).

(b) If ACS Aviation Ltd cannot fulfil its obligations by reason of any event covered by condition 11(a) for a period of 90 days, each party's obligations to the other will terminate on written notice of either party and ACS Aviation Ltd shall be paid in proportion to the amount of completed Services and/or Goods delivered and, once paid, shall deliver any Customer's Property in its possession to the Customer.

Financial Condition of Customer

(a) On the occurrence of any of the events listed below all amounts due and outstanding to ACS Aviation Ltd shall become immediately payable and ACS Aviation Ltd may, on giving written notice to the Customer terminate the contract with the Customer:

(i) The Customer breaches any of its obligations to ACS Aviation Ltd or,

(ii) The Customer wrongfully stops payment of any debt or is deemed to be unable to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986); or,

(iii) A receiver, liquidator, trustee, encumbrancer of similar officer is appointed over the whole or any substantial part of the Customerís undertaking, property or assets or if a petition is presented for the appointment of an administrator of the Customer; or,

(iv) The security of any of the Customerís secured obligations is enforced or any distress, execution, sequestration or other process is levied or enforced on or taken out against the Customer; or,

(v) The Customer enters into or offers to enter into any arrangements or composition for the benefit of its creditors; or,

(vi) The Customer being an individual dies, is declared bankrupt or becomes of unsound mind or a patient for the purposes of any statute referring to mental health; or,

(vii) Provisions equivalent to (i),to (vi) (inclusive) above occur in any other system of law that is applicable to the Customer.

(b) On termination of any contract between ACS Aviation Ltd and the Customer under condition 12(a), the Customer shall pay ACS Aviation Ltd in proportion to the quantity of Goods and Services (and other ordered work) completed at the time of termination together with the cost of all reassembly and packing work necessary to put the Customerís Property (and other property) in a condition suitable for delivery to the Customer. In each instance ACS Aviation Ltd may retain the Customerís Property pending payment of all of the ACS Aviation Ltds invoices in full.

13. General

(a) Any notice to be given hereunder shall be given by delivering it by hand at or by sending it by first class post to the address or by fax to the fax number of the addressee shown in the Schedule. Such notice shall be deemed given if (a) delivered by hand on presentation or refusal of presentation, (b) by first class post on the seventh working day after the day of posting; and (c) by fax on sending provided the addressee does not notify the sender within 24 hours that it has been incorrectly or illegibly sent.

(b) With the exception of the third parties specified in Condition 9 above, a person who is not a party to an agreement incorporating these Terms and Conditions shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such agreement.

(c) No waiver by ACS Aviation Ltd in respect of any breach by the Customer of any of these Conditions shall operate as a waiver in respect of any subsequent breach by the Customer of these Conditions.

(d) If at any time any of these Terms and Conditions (or part thereof) is or becomes illegal or void as a consequence of the operation of any law or regulation then the remaining provisions hereof shall remain in full force and effect.

(e) This Agreement shall be governed by the laws of England and the Customer hereby submits to the jurisdiction of the English Courts save that ACS Aviation Ltd shall retain the right to bring proceedings against the Customer in any other court which has jurisdiction.