Prior to the Purchaser’s Order of Products from BERINGER AERO (“BERINGER”), these general terms

and conditions were made available to the Purchaser. Purchaser’s Order from BERINGER constitutes

Purchaser’s agreement to these General Terms and Conditions of Sale.


The present General Terms and Conditions of sale represent, according to the article L 441-6 of the

French Commercial Code, the basis of the commercial relation between the parties.

They define the conditions under which BERINGER supplies to Purchaser its Products designed solely

for use on aircraft.

They apply without limitations or reservations for all the sales concluded by BERINGER with the

Purchaser excepting only the conditions which may appear on the documents of the Purchaser, in

particular his conditions of purchase.

According to the regulations in force, these General Terms and Conditions of sale are systematically

communicated to every Purchaser who makes the request for Products. The information appearing

on catalogs and prices of BERINGER are given for information purposes and are revisable at any time.

BERINGER is entitled to bring any useful modifications.

The Purchaser recognizes that the Products are made and sold by BERINGER exclusively for aeronautics

use, consequently the Products can only be use on aircraft. The BERINGER company can not be

responsible for, and hereby expressly disclaims, any direct, indirect, material and immaterial damages

which could be caused by abnormal use, an unsuitable use of the Products, or a use of the Products

which is not in compliance with their intended purpose or laws of the destination country, as set for

below in Article 9.



 “Order” is understood to mean any request to buy Products sold by BERINGER that has been made

to and accepted by BERINGER.

 A “Contract of Sale” is formed once the Purchaser submits an Order and BERINGER has accepted

such Order.

 Method of Ordering

 Any Order must be placed in writing or communicated by fax or any other equivalent technological

means such as email or website Order that will provide proof of the contractual agreement with

BERINGER. Each Order must specify the type aircraft for which BERINGER Products are Ordered,

including manufacturer, model, year of manufacturer, and category of use. With every Order

submitted, the Purchaser shall attest that the parts will not be used with any equipment that is capable

of threatening human life or delivered to provide a “lethal capability” for a “military or law

enforcement purpose.” Any quotation is valid for one month.

 The estimate will be valid for one month.

 Acceptance of the Order will be evidenced by an “Order Acknowledgement” from BERINGER

confirming that it has received the Order, accepts the Order and confirms the terms. Such Order

Acknowledgement will be in writing by mail, fax or any other equivalent technological means such as


BERINGER will only agree to accept and honor the Orders of the Purchaser provided that Purchaser

presents sufficient financial guarantees to pay the due sums. If BERINGER has serious or particular

reasons to consider that the Purchaser has difficulties of payment at the moment of the Order up to

the time of delivery, or if the Purchaser does not present the same guarantees as at the date of the

acceptation of the Order especially in case of modification of its legal situation (such as the opening of

a collective procedure or a statutory modification), BERINGER can limit or condition its acceptance of

the Order or the pursuit of its execution to a cash payment or to the presentation of guarantees by the


 The invoice will be prepared and sent to the Purchaser for mail or any other means (according

specifications) as soon as possible after the delivery of the Order.

 The Order is considered closed and final at the time the Products have been shipped from the

factory or distributor’s location to the place of delivery.

 If BERINGER does not have a Product suitable for use on the Purchaser’s aircraft, BERINGER may,

at its sole option, agree to produce adaptation parts (as for example by supplemental type certificate

(STC)), according to the specifications of the Purchaser. Purchaser shall provide the aircraft technical

specifications as required in the “Aircraft data sheet” provided by BERINGER, a work Order, and

drawings (CAD of 2D) of the intended landing gear and rudder pedals. BERINGER will provide the

Purchaser with a technical proposal and commercial quote for the adaptation part, for which the

Purchaser shall not be responsible for the cost of the research and development. BERINGER shall retain

all rights to the design and other intellectual property developed as a result.

 If BERINGER is required to develop a new Product pursuant to a Purchaser’s Order, the

development and Ordering of the new Product shall take place in the same manner as for adaptation

parts described above, with BERINGER retaining all rights to the design and intellectual property



BERINGER may cancel any sale up to the time of delivery in its sole discretion due to Purchaser’s failure

to perform any obligation to BERINGER, and as provided in Article 6, below.

Except as provided otherwise in Article 4 below, any Order may be modified or cancelled by the

Purchaser in writing, communicated by fax or any other equivalent technological means such as email,

within eight (8) days after receipt by BERINGER of the initial Order of the Purchaser, and prior to the

acceptation of the Order by BERINGER


 Delivery time

An estimated delivery time will be given when the Order is accepted. BERINGER shall not be liable to

Purchaser for any penalties or direct, indirect, material and immaterial damages resulting from a delay

in meeting the estimated delivery time. Any modification to the Order by the Purchaser may lead to

additional costs and a delayed delivery date. BERINGER shall not be responsible for any delays in

delivery due to Purchaser’s modification of the Order.

Purchaser may not cancel or terminate the Order in any situation where a delay in the delivery time is

due to the Purchaser and for example results from (i) a modification of the Order by the Purchaser or

(ii) in case of force majeure and also (iii) if equipment or parts are delayed from vendors; or (iv) any

other cause beyond BERINGER’S reasonable control; provided that BERINGER notifies to the Purchaser

promptly the occurrence of any such cause that will delay the delivery time beyond thirty (30) days of

the estimated delivery date.

 Delivery - Risks

The delivery will be completed upon simple notice of availability of the Products at the factory of the

Purchaser. The agreement can specify that the delivery can be made by a third party or by a carrier

appointed by the Purchaser.

Ownership transfer of Products to the Purchaser will be realized only after complete payment of the

price, shipping or other fees, and accessories by the latter and whatever the delivery date of the

aforementioned Products is.

Therefore, the Purchaser makes a commitment, in case of payment later than the delivery, to procure

its own insurance for the Products against the risks of loss and deterioration, including insurance for

the benefit of BERINGER.


The shipping incoterm used in any sale is FCA if BERINGER uses its own carrier account. If the Purchaser

wishes BERINGER to use its carrier account then BERINGER shipping incoterm becomes EXW and the

company will not bear any responsibility in case of loss or damage during transport. The Purchaser will

then have to claim the loss or damage to its carrier directly.

BERINGER reserves the right to refuse to arrange the shipment with the Purchaser’s carrier. In this

case Purchaser will then have to arrange the shipment for itself.


Upon receipt, the Purchaser must check the compliance of the delivered Products with the Products

Ordered and confirm that there are no apparent defects. Notwithstanding the claims that may be

made by the Purchaser against the carrier as described above for any loss or damage in transport, the

Purchaser must notify BERINGER in writing within three (3) days of delivery if Purchaser elects to reject

the Products due to nonconformity with the sales contract. If the Purchaser has not rejected the

Product within three (3) days of receipt, the Products will be deemed accepted by the Purchaser and

may no longer be returned to or exchanged by BERINGER, except for defects during the warranty


It is up to the Purchaser to provide BERINGER with proof of any defects. No Products may be returned

by the Purchaser without the prior written authorization of BERINGER in the conditions of article 7.

When, after inspection, an apparent defect of the returned items is confirmed by BERINGER or its

representative, BERINGER will replace the non-conforming items at its cost. The fees incurred by the

authorized return of the defective Products and the delivery of the replacement Products are payable

exclusively by BERINGER. BERINGER will however not bear any cost related to shipment or insurance

of the replacement of the non-conforming part on the aircraft.


The assembly of parts for Purchaser must be performed by a person who has the necessary skills,

experience, and certification, if necessary, to carry out this work according to industry standards. The

parts may only be mounted on aircraft and the person in charge of mounting the parts must follow the

European Aviation Safety Agency (“EASA”) procedures for the braking system assembly and/or the

mechanical state of the art. The person performing the assembly must, prior to assembly, ensure that

all the parts are compliant with the device on which they are being assembled. The assembly

instructions must be followed to the letter. If these instructions are missing or incomplete, the

Purchaser may request them from BERINGER. If any part is determined to be defective, the Purchaser

must make a claim to BERINGER to replace the faulty part with a part in working Order. BERINGER

shall in no event be held liable due to a faulty item being connected to the BERINGER Product.

The existence of TSO/ETSO approval of the article, displaying the required marking, does not

automatically constitute the authority to install and use the article on an airplane. The conditions and

tests required for TSO/ETSO approval of this article are minimum performance standards. It is the

responsibility of those desiring to install this article either on or within a specific type or class of

airplane to determine that the airplane operating conditions are within the capacity of the article

demonstrated in accordance with the TSO/ETSO standards. The article may be installed only if further

evaluation by the user/installer documents an acceptable installation, and the installation is approved

by the administrator.

Additional requirements may be imposed based on airplane specifications, wheel and brake design,

and quality control specifications. In-service maintenance, modifications, and use of replacement

components must be in compliance with the performance standards of this TSO/ETSO, as well as any

additional specific airplane requirements.


BERINGER’S prices are as shown in the catalogue and price list, and may be revised by BERINGER at

any time. The Products are supplied at the current price of BERINGER at the day of the Order and the

prices apply equally to all purchases of BERINGER Products sold to any Purchaser on the same date.

BERINGER’S prices are set upon shipment from the factory or distributor, exclusive of taxes, as per the

terms of the Order.

Except for express and particular terms and conditions specific to the sale, the prices of Products sold

are those shown in the catalogue and the price list on the Order date, and are closed and final on the

Order date. Prices are expressed in Euros or USD and stipulated exclusive of taxes, delivery fees,

packaging and insurances.

In case of “Aircraft On Ground” situation (“AOG”), BERINGER ensures a response within a 48-hour lead

time from the Purchaser’s purchase Order and shipping date. A surplus of 20% will be applied on the

Product retail price in this instance. The actual shipping of the Product in AOG is submitted to the same

terms of payment than a regular Order (see Article 7). If the Products are not shipped within the 48-

hour lead time, BERINGER will revise the price to the current public retail without surplus.


BERINGER retains title to the whole property of the Products which are the object of the agreement

up to the complete payment of the price and accessories. The default of payment on any due date

may entail a claim for the return of BERINGER’s Products. Nevertheless, as mentioned above, the

Purchaser assumes the responsibility of the damages which could be caused by these Products or

which could affect these Products. This right concerns the Products and their parts as well as their

prices if they are already resold, transformed, incorporated or consumed.



The sales price is payable in cash before receipt or as otherwise approved in advance by BERINGER. In

no event may the payments which are due to BERINGER be suspended or be subject to any reductions

or delays whatsoever without written agreement from BERINGER.

No discount will be practiced by BERINGER for payment before the deadline mentioned in the present

General terms of sale.

Any payment made to BERINGER shall be applied to outstanding balance of Purchaser in Order of the

earliest date due to the most recent.

Failure by the Purchaser to pay the entire invoiced amount by the agreed upon due date can result in

the sale being cancellable eight (8) days after formal notification from BERINGER by registered letter

to the billing address. Thereafter, BERINGER shall be entitled to take back possession of the goods and

retain any amounts previously paid by the Purchaser as liquidated damages.

Checks, transfer and drafts are not considered payments until they have been cashed and cleared on

BERINGER’S account.

The Purchaser may not sell, encumber, modify or install Products until BERINGER has been fully paid

because BERINGER keep, up to the complete payment of the price by the Purchaser, a property right

on the sold Products allowing him to repossess the aforementioned Products.

Unless otherwise agreed, delivery will not intervene before full payment of the Order. BERINGER

cannot be held liable toward the Purchaser or any third party for the consequences of non-delivery or

late delivery caused by late payment.

 Late payment

In case of non-payment of the sum at the due date, late charges shall accrue in the amount of 10% or

at the maximum legal rate of interest, whichever is greater, and will automatically apply, without

preliminary formal demand. Any delay in payment will immediately cause 10 % of all payable sums to

become due and subject to late charges thereafter, without prejudice to any other action which

BERINGER would be entitled to institute against the Purchaser.

In addition, BERINGER shall be entitled to payment for recovery costs of 40 euros, or the equivalent

USD, to be immediately due from the Purchaser without preliminary notification in case of delay in

payment. BERINGER reserves the right to recover from the Purchaser additional costs incurred by

BERINGER if the recovery costs exceed the amount aforementioned.

The default of payment on any due date will entail, after failure of the Purchaser to remedy this

problem within 48 hours after receipt of a prior written notice from BERINGER, the right for BERINGER

to suspend any delivery of Ordered and manufactured Products up to the complete payment of due

sums, with no right by Purchaser to a refund or credit for any reason.


If the Purchaser determines there is a non-conformance or defect with the Product, Purchaser may

send a request for return to BERINGER providing the Product serial number or lot number, the

reference of the Product, the invoice number corresponding to the purchase of the Product and a

detailed report of the problem. If BERINGER determines that the Product needs to be returned,

BERINGER will issue a “Return Merchandise Authorization” or “RMA” to the Purchaser before the


RMA. After BERINGER has inspected the returned Product, BERINGER will decide whether there is (1)

a non-conformance with the Product; or whether (2) the damage was caused by the Purchaser’s use

or installation of the Product. As a result of this determination, BERINGER will offer to the Purchaser

of (1) full replacement of the Product under warranty if found defective; and if (2) rework or repair of

the Product with all cost of parts, labor, or replacement of the Product at the Purchaser’s sole cost and

expense, if found to be caused by Purchaser’s use or installation.

The shipping costs for returning items are the responsibility of the Purchaser. BERINGER (1) shall bear

the cost of delivery for the return of parts deemed defective at delivery, and if ( 2) the damage is

caused by Purchaser’s use or installation, BERINGER does not assume responsibility for delivery

charges for the return of parts.


BERINGER warrants the Products (without spare parts as listed on the spare parts list) for two (2) years

of standard use following the initial date of service. This warranty is excluded in case of misuse,

negligence or defective installation or maintenance on behalf of the Purchaser and in case of Abnormal

wear of the Product or in case of force majeure. Purchaser’s remedy under this warranty is limited to

repair, or at BERINGER’S discretion replacement, of the affected Products.

BERINGER disclaims all other warranties, express or implied, including without limitation the implied

warranty of merchantability. BERINGER will in no instance be liable for any indirect, special, incidental,

consequential or punitive damages, or any economic loss or loss of use or loss of profits of the

Purchaser and the Purchaser hereby waives any claim for such damages as well as any claim that may

otherwise be asserted for simple defect under a consumer protection law or merchandising practices



The Purchaser is responsible for the installation and implementation of the Product in the predictable

normal conditions of use and according to applicable safety and hygiene rules, worker safety and

compensation rules, and also according to the current environment.

The responsibility of BERINGER is strictly limited to the respect of the Purchaser‘s specifications.

The responsibility of BERINGER is excluded:

- For any defects in design as may be contained in the Purchaser’s Order specifications, or technical

choices of the latter.

- For the defects resulting from the normal wear and tear of the Products or part of the Product, the

deteriorations or accidents caused by the Purchaser or a third party,

- In case of abnormal or atypical use or a use which is not in compliance with the destination of

Products, with the rules of the art or with the recommendations or specifications of BERINGER.


The present General terms and conditions of sale and the operations of purchase and sale which

ensue from it are governed by French law.

Both parties agree to submit any disputes or controversies which may arise between them in

connection with this agreement or its subject matter concerning the validity, the interpretation, the

execution, the termination and their consequences to the competent courts.

Nevertheless, the Parties will try to find an amicable solution to the dispute by appointing a mediator

and engaging in good faith negotiations for at least 60 DAYS before resorting to the competent



The language of the agreement is English.

In case of translation, the English version will prevail.

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