GENERAL TERMS AND CONDITIONS OF SALE
They apply without limitation or reservation to all sales concluded by BERINGER AERO with the Buyer. No contrary clause, including any clause contained in the Buyer's general terms and conditions of purchase, shall apply.
ARTICLE 1 – PURPOSE AND SCOPE
These General Terms and Conditions of Sale constitute, in accordance with Article L. 441-6 of the French Commercial Code, the sole foundation of the commercial relationship between the parties. They set out the conditions under which BERINGER AERO supplies its Products to Buyers, such Products being designed exclusively for aeronautical use. They apply without limitation or reservation to all sales concluded by BERINGER AERO with a Buyer, notwithstanding any clauses that may appear in the Buyer's documents, and in particular its general terms and conditions of purchase. In accordance with the regulations in force, these General Terms and Conditions of Sale shall be systematically communicated to all Buyers who request them. The information contained in BERINGER AERO's catalogues and price lists is provided for indicative purposes only and is subject to revision at any time. BERINGER AERO may make any useful modifications thereto. The Buyer acknowledges that it is fully aware that the products designed, manufactured and sold by BERINGER AERO are reserved exclusively for aeronautical use and may therefore be used only on aircraft.
BERINGER AERO shall not be liable for any direct, indirect, tangible or intangible damage that may be caused by abnormal, improper, unsuitable use of the Products or use inconsistent with their intended purpose.
ARTICLE 2 – ORDERS
Definitions
"Order" means any purchase request for products sold by BERINGER AERO submitted to BERINGER AERO and accepted by BERINGER AERO.
A "Contract of Sale" is formed once the Buyer places an order and BERINGER AERO has accepted such order.
Method of placing orders
Any order must be placed in writing or communicated by fax, or by any other equivalent electronic means such as email or through the website, in each case capable of providing evidence of the contractual agreement entered into with BERINGER AERO. Each order must specify the type of aircraft for which the BERINGER AERO Products covered by the order are intended, including the manufacturer, the model, the year of manufacture and the category of use. With each order, the Buyer shall warrant that the parts will not be used with any equipment liable to endanger human life and that they will not be used in order to provide "lethal capability" for a "legal or military purpose."
Any quotation shall be valid for one month.
The order shall be confirmed by an order acknowledgement issued by BERINGER AERO setting out its terms and conditions. Such order confirmation shall be made in writing, by letter, fax or any other equivalent electronic means such as email.
BERINGER AERO may agree to honour orders placed by the Buyer provided the latter has sufficient financial security to pay the sums due. Accordingly, if BERINGER AERO has serious or specific grounds to fear payment difficulties on the part of the Buyer at the date of the order or thereafter, or if the Buyer no longer provides the same security as at the date of acceptance of the order, in particular in the event of a change in its legal situation (such as the opening of insolvency proceedings or an amendment to its articles of association), BERINGER AERO may make acceptance of the order or the continuation of its performance conditional upon cash payment or the provision of security.
The invoice shall be prepared and sent to the Buyer by email (or in paper form as specified) as soon as possible after delivery of the order.
The order shall be performed at the time the products are dispatched from the factory.
If BERINGER AERO has no product suitable for use on the Buyer's aircraft, BERINGER AERO may, at its sole discretion, agree to produce adaptation parts in accordance with the Buyer's specifications. The Buyer shall provide the technical specifications of the aircraft, as required by the "aircraft data sheet" supplied by BERINGER AERO, a work order, and the drawings (2D CAD) of the desired landing gear and torque links. BERINGER AERO shall provide the Buyer with a technical proposal and a commercial quotation for the adaptation part, without the Buyer having to bear the cost of research and development. BERINGER AERO retains all design rights and any other intellectual property rights developed as a result.
If BERINGER AERO is to develop a new product pursuant to the Buyer's order, the development and the order of the new product shall take place in the same manner as for the adaptation parts described above, without prejudice to BERINGER AERO's right to retain the resulting design rights and intellectual property.
ARTICLE 3 – CANCELLATION
BERINGER AERO may cancel any sale at its sole discretion on account of the Buyer's failure to perform its obligations towards BERINGER AERO, as provided in Article 6 below. The Buyer may modify or cancel an order by notifying BERINGER AERO in writing, by fax or by any other equivalent technological means such as email, within eight (8) days of BERINGER AERO's receipt of the Buyer's initial order and prior to confirmation of the order by BERINGER AERO.
ARTICLE 4 – DELIVERY
Delivery time
A delivery time shall be provided upon confirmation of the order. BERINGER AERO shall not be liable for any penalties or for any direct, indirect, tangible or intangible damage in the event of a delay in the delivery time set out in the order. Any modification made by the Buyer may result in additional costs and a delay in the delivery time. BERINGER AERO shall not be liable for delivery delays resulting from modifications made by the Buyer. The Buyer may not cancel or terminate the order in the event of a delay in the delivery time caused by its own fault, resulting for example from the modification of the order by the Buyer, or in the event of force majeure, or if delivery of the parts or equipment has been delayed by suppliers, or for any other reason beyond BERINGER AERO's reasonable control; provided that BERINGER AERO promptly notifies the Buyer of the occurrence of such cause delaying the delivery time beyond thirty (30) days from the scheduled delivery date.
Storage costs
BERINGER AERO reserves the right to invoice storage costs where an order cannot be delivered on the scheduled date due to the Buyer's failure to pay or at the Buyer's request. Such storage costs shall be equal to 2% of the order amount per month, commencing after 30 days of delay.
Delivery – Risk of loss
The Buyer does not acquire title to the Products until it has satisfied payment in full of the price of the Products, of transport and of other ancillary costs, irrespective of the date of delivery of the said Products. Consequently, the Buyer undertakes, where payment is made after the delivery date, to insure the Products against the risks of loss and deterioration from fortuitous events by means of a suitable insurance policy taken out in favour of BERINGER AERO. In any event, the Products travel at the Buyer's risk and peril, whatever the invoicing terms.
Transport
The shipping Incoterm used for any sale is FCA where BERINGER AERO uses its own carrier. If the Buyer wishes BERINGER AERO to use the carrier designated by the Buyer, BERINGER AERO's shipping Incoterm becomes EXW and the company disclaims all liability in the event of loss or damage during transport. The Buyer must then address its claim directly to the carrier. Where the Buyer arranges transport of the products, either directly through the means it implements, or indirectly through a carrier it engages, or where it requests BERINGER AERO to engage a carrier, the products shall be deemed validly delivered and received by the Buyer once they have been loaded onto the vehicle designated for shipment. The Buyer undertakes to carry out all operations necessary to ensure the protection of the products after their hand-over by BERINGER AERO.
Under no circumstances may BERINGER AERO be held liable for the positioning, blocking and lashing arrangements of the products or, more generally, for any breach of the regulations governing the transport, warehousing and safety of the products.
BERINGER AERO reserves the right to refuse to arrange shipment with the Buyer's carrier. In such case, the Buyer must arrange shipment itself.
In the event of delay, total or partial loss, damage or alteration of the products or, more generally, in the event of any damaging occurrence, the Buyer shall pursue its recourse action against the carrier or any other useful recourse under the conditions laid down by the applicable provisions, in particular Article L. 133-3 of the Commercial Code. BERINGER AERO may in no event be held liable. The Buyer must make all necessary reservations with the carrier.
The Buyer hereby assigns to BERINGER AERO title to the property resulting from the transformation of any products that have not been paid in full, in order to secure BERINGER AERO's rights.
- In the event of attachment or any other third-party intervention, the Buyer is required to notify BERINGER AERO immediately; the authorisation to transform is automatically withdrawn in the event of receivership or judicial liquidation or the opening of judicial safeguard proceedings.
- In the event of the Buyer's obvious insolvency, payment beyond the due date, or the opening of receivership or judicial liquidation proceedings or safeguard proceedings, BERINGER AERO may, subject to the mandatory provisions of the Commercial Code, reclaim the products covered by the order at issue and possibly the earlier unpaid orders, whether due or not, and/or automatically terminate the contract in its entirety upon simple notice given to the Buyer by registered letter with acknowledgement of receipt, without any further formality and without prejudice to the exercise of any of its other rights.
- Any deterioration in the Buyer's creditworthiness may, at any time and depending on the risks involved, justify the setting of a ceiling on any authorised overdraft of the Buyer, the requirement of certain payment terms, the cash payment of current and future orders, and the provision of certain security. This shall be the case in particular where a transfer, business lease, pledge or contribution of its business or of certain of its assets, or a change of control or of the structure of its company or of its manager, is likely to have an adverse effect on the Buyer's credit.
Receipt
Upon receipt, the Buyer must verify that the delivered Products conform to the ordered products and confirm that there are no apparent defects. Notwithstanding the claims the Buyer may make against the carrier as described above in the event of loss of or damage to the Products during transport, the Buyer must notify BERINGER AERO in writing, within three (3) days of the delivery date, of its refusal of the Products on account of their non-conformity with the contract of sale. If the Buyer has not communicated its refusal of the product within three (3) days of delivery, the Products shall be deemed accepted by the Buyer and may no longer be refunded or exchanged by BERINGER AERO. It is for the Buyer to provide BERINGER AERO with evidence of the defects. No product may be returned by the Buyer without BERINGER AERO's prior written authorisation in accordance with the conditions set out in Article 8. Where, following inspection, BERINGER AERO or its representative confirms that the returned products contain an apparent defect, BERINGER AERO shall replace the non-conforming items at its own expense. The costs arising from the authorised return of defective products and the delivery of replacement products shall be borne exclusively by BERINGER AERO.
However, BERINGER AERO shall not bear either the assembly/disassembly costs or the loss of business arising from the non-conformity of the product.
Installation
The installation of BERINGER AERO parts on the aircraft must be carried out by a person having the necessary skills, experience and, where applicable, qualifications to complete the work in accordance with industry standards. The parts must be installed on aircraft and the person in charge of installing the parts must apply the procedures established by EASA (European Aviation Safety Agency) concerning the installation of the braking system and/or in accordance with the best practices of aeronautical engineering, as the case may be. Prior to installation, the person performing the installation must ensure that all parts are compatible with the aircraft on which they are assembled. The assembly instructions must be followed to the letter. If these instructions are missing or incomplete, the Buyer must request them from BERINGER AERO. If a part is found to be defective, the Buyer must follow the procedure prescribed in Article 8. BERINGER AERO shall not be liable in the event of the connection of a defective part with a BERINGER AERO product, and BERINGER AERO shall provide no warranty in the event of the connection of a defective part with a BERINGER AERO product. The fact that the product has passed the TSO / ETSO test, as evidenced by the corresponding marking, does not automatically justify the installation and use of that product on an aircraft. The conditions and tests required for the TSO / ETSO approval of this product are minimum performance standards. It is the responsibility of those who wish to install this product on or in a specific type or class of aircraft to ensure that the operating conditions of the aircraft are suitable for the capability of the product recognised pursuant to the TSO / ETSO standards. The product may be installed only if a fresh assessment by the user/installer demonstrates an acceptable installation and the installation is approved by the administrator. Additional conditions may be required depending on the characteristics of the aircraft, the design of the wheels and brakes, and the quality control characteristics. In-service maintenance, modifications and the use of replacement components must comply with the TSO / ETSO performance standards as well as with the specific additional requirements of the aircraft.
ARTICLE 5 – RATES AND PRICES
BERINGER AERO's prices and rates are subject to revision at any time. The Products are supplied at the prices established by BERINGER AERO in force on the day of the order, and the prices apply without distinction to all purchases of BERINGER AERO products made by a Buyer on the same date. BERINGER AERO's prices are those in force at the date of dispatch of the Products from the factory or from the distributor, exclusive of tax, in accordance with the terms of the order. Save for the specific terms expressly established for a particular sale, the prices of the products sold are those set out in the quotation and are fixed and final as at the date of the order. Prices are expressed in Euros or USD and are exclusive of tax and exclusive of delivery, packaging and insurance costs.
In the event of an Aircraft On Ground ("AOG") situation, BERINGER AERO guarantees a dispatch time of 48 hours from the date of the official order. A surcharge of 20% on the current public price of the product shall apply. Shipment of the products is subject to the standard payment terms described in Article 7. If the product is not dispatched within 48 hours, BERINGER AERO undertakes to conclude the sale at the current public price without surcharge.
ARTICLE 6 – RETENTION OF TITLE CLAUSE
BERINGER AERO retains full ownership of the goods covered by the contract until actual payment in full of the entire price, principal and accessories. Failure to pay any one instalment may give rise to the repossession of such goods. Nevertheless, as recalled above, the customer bears responsibility for any damage such goods may suffer or cause. The right of repossession extends both to the parts and to their price where they have already been resold, transformed, incorporated or consumed.
ARTICLE 7 – PAYMENT TERMS
Payment
The sale price is payable in cash before delivery, unless otherwise agreed.
In no event may payments due to BERINGER AERO be suspended or be subject to any reduction or deferral of any kind whatsoever without BERINGER AERO's written agreement. No discount shall be granted for early payment. Any payment made to BERINGER AERO shall be applied to the Buyer's debit balance, beginning with the oldest debt and proceeding to the most recent. Where the Buyer fails to pay the entire amount by the agreed date, BERINGER AERO shall formally notify the Buyer by registered letter to the invoicing address and shall be entitled to cancel the sale within eight (8) days of the date of such notification. Thereafter, BERINGER AERO shall be entitled to take back possession of the goods and to retain the sums already paid by the Buyer by way of damages. Cheques, bank transfers and bills of exchange shall not constitute payment until they have been collected and appear on BERINGER AERO's account. The Buyer may not sell, encumber, modify or install the products before BERINGER AERO has received payment in full, since BERINGER AERO retains, until full payment of the price by the Buyer, title to the products sold, entitling it to take back possession of the aforesaid products.
Unless otherwise agreed, delivery may not take place before full payment of the order. BERINGER AERO may not be held liable towards the Buyer or any third party for the consequences of non-delivery or of a delivery delay caused by late payment.
Late payment
In the event of non-payment of the amount due on the due date, late payment charges shall automatically be applied at a rate equal to three (3) times the statutory legal interest rate, without prior formal notice. Any late payment shall trigger the immediate acceleration of 10% of the sums due, without prejudice to any other action BERINGER AERO may be entitled to bring against the Buyer. Finally, in the event of late payment, the Buyer shall be obliged to pay a flat-rate indemnity of 40 euros for recovery costs, without prior notification. BERINGER AERO reserves the right to claim additional compensation from the Buyer where the recovery costs exceed the aforesaid amount. In the event of non-payment after a determined due date, where the Buyer has not remedied the situation within 48 hours of receipt of BERINGER AERO's written notice, BERINGER AERO shall be entitled to suspend any delivery of the products ordered and manufactured until full payment of the sums due, and it shall be impossible for the Buyer to claim any compensation for any reason whatsoever.
ARTICLE 8 – NON-CONFORMING PARTS
If the Buyer discovers a non-conformity or defect in the Product, it may send a return request to BERINGER AERO stating the serial or batch number of the Product, its reference, the invoice number corresponding to the purchase, and a detailed report of the problem. If BERINGER AERO deems the return of the Product necessary, a "Return Merchandise Authorization" (RMA) shall be issued to the Buyer prior to shipment. NO RETURN SHALL BE ACCEPTED WITHOUT AN RMA ISSUED BY BERINGER AERO.
As part of such return, the Buyer undertakes to carry out all operations necessary to ensure the protection of the products during their return. Under no circumstances may BERINGER AERO be held liable for the packaging, packing, positioning, blocking and lashing conditions of the products or for their deterioration, in particular as a result of defective or poor-quality packaging and/or packing. If, upon receipt of the returned products, BERINGER AERO finds that the products are damaged and/or deteriorated as a result of the conditions in which the return was organised, the Buyer may be required to bear the additional costs arising from the recovery of a damaged or deteriorated product, costs which would not have been incurred had the return been carried out in proper conditions.
After inspection of the returned Product, BERINGER AERO shall determine whether there is (1) a non-conformity of the Product, or (2) whether the damage was caused by the Buyer's use or installation of the Product. Accordingly, BERINGER AERO shall offer the Buyer (1) full replacement of the Product under warranty if it is found to be defective; and if (2) the restoration or repair of the Product, with all parts and labour costs, or the replacement of the Product, shall be borne exclusively by the Buyer, where the damage is attributable to the Buyer's use or installation. Return shipping costs for the items are borne by the Buyer. BERINGER AERO (1) bears the delivery costs for the return of parts found to be defective upon delivery. If (2) the damage is caused by the Buyer's use or installation, BERINGER AERO disclaims all liability for the delivery costs of returning the parts.
ARTICLE 9 – WARRANTY
BERINGER AERO offers a product warranty (excluding the parts listed on the spare parts list) of two (2) years of standard use from the initial date of use. No warranty shall be offered in the event of misuse, negligence or improper maintenance on the part of the Buyer, or in the event of abnormal wear of the product or force majeure. BERINGER AERO assumes no other warranty, express or implied, including, without limitation, the implied warranty of merchantability. BERINGER AERO shall in no event be liable for indirect, special, accessory, consequential or punitive damages, or for any economic loss, loss of use or loss of profits of the Buyer, and the Buyer waives any claim for such damages.
ARTICLE 10 – LIABILITY
The Buyer is responsible for the installation and use of the Product under normal foreseeable conditions of use and in accordance with the applicable safety and hygiene rules, the rules relating to workers' safety and compensation, and the environmental rules in force. BERINGER AERO's liability is strictly limited to compliance with the Buyer's specifications. It is engaged, at most, only up to the amount involved in the replacement or restoration of the defective product.
More generally, BERINGER AERO may not be held liable for damage of any kind, direct or indirect, tangible or intangible, whether to persons or property, caused by a failure of the products it has sold, whatever the nature or seriousness of the alleged defect or breach and of the damage suffered. The Buyer undertakes to take out an insurance policy covering all such risks.
BERINGER AERO's liability is excluded in particular:
- For any design defect appearing in the Buyer's specifications or in its technical choices.
- For defects resulting from normal wear of the Products or of any part thereof, or from damage or accidents caused by the Buyer or a third party.
- In the event of abnormal or atypical use, or use inconsistent with the intended purpose of the Products, with best practices or with BERINGER AERO's recommendations and specifications.
ARTICLE 11 – APPLICABLE LAW / JURISDICTION
These General Terms and Conditions of Sale, as well as the purchase and sale transactions arising therefrom, shall be governed by French law. The parties agree to submit any dispute or controversy that may arise between them under this agreement or its subject matter, concerning its validity, interpretation, performance, completion and their consequences, to the Commercial Court of GAP (Tribunal de commerce de Gap).
Nevertheless, the Parties shall attempt to reach an amicable resolution of the dispute by referring the matter to a mediator before resorting to the competent courts.
ARTICLE 12 – LANGUAGE
The original version of this agreement was drafted in English and the English version shall prevail in the event of translation.
Restrictive Measures on Exports to Russia and Belarus
For all products covered by Regulation 833/2014 as amended and EU Regulation 2024/3192, the Client is prohibited from re-exporting products acquired from BERINGER AERO to Russia and Belarus and is prohibited from selling, leasing, or reexporting these products for use in Russia and/or Belarus. In the event of a violation of this prohibition, BERINGER AERO will be required to inform the competent French authority so that any necessary sanctions may be imposed. Furthermore, any violation of this prohibition will result in the implementation of all appropriate legal remedies against the Client before all competent courts, authorities, and/or organizations.