General conditions of sale
These General Terms and Conditions of Sale were made available to the Buyer before the latter placed an order with BERINGER AERO ("BERINGER"). The Buyer's order with BERINGER constitutes the Buyer's acceptance of these General Terms and Conditions of Sale.
ARTICLE 1 – PURPOSE AND SCOPE OF APPLICATION
These General Terms and Conditions of Sale constitute, in accordance with Article L 441-6 of the French Commercial Code, the sole basis of the commercial relationship between the parties. They define the conditions under which BERINGER supplies its Products to Buyers, the latter being designed exclusively for aeronautical use. They apply without limitation or reservation to all sales concluded by BERINGER with a Buyer, regardless of any clauses that may appear in the Buyer's documents, including its general terms and conditions of purchase. In accordance with applicable regulations, these General Terms and Conditions of Sale will be systematically communicated to all Buyers who request them.
The information contained in BERINGER's catalogs and prices are provided for informational purposes only and are subject to revision at any time. BERINGER may make any necessary changes. The Buyer acknowledges that the products designed, manufactured, and sold by BERINGER are exclusively reserved for aeronautics and may therefore only be used for aircraft.
BERINGER shall not be held liable for any direct, indirect, material, or consequential damages that may be caused by abnormal, inappropriate, unsuitable, or non-compliant use of the products.
ARTICLE 2 – ORDERS
Definitions
“Order” means any request to purchase products sold by BERINGER that has been submitted to BERINGER and accepted by BERINGER.
A “Sales Contract” is formalized once the Buyer places an order and BERINGER has accepted said order.
Order Fulfillment Method
All orders must be placed in writing or communicated by fax, or by any other equivalent electronic means such as email or through the website, providing proof of the contractual agreement entered into with BERINGER. Each order must specify the type of aircraft for which the BERINGER products ordered will be intended, including the manufacturer, model, year of manufacture, and category of use. With each order, the Buyer must certify that the parts will not be used with any equipment likely to threaten human life and that they will not be used to provide a "lethal capability" for a "legal or military purpose."
All quotes will be valid for one month.
The order will be confirmed by an acknowledgment of receipt from BERINGER stating its conditions. This order confirmation will be made in writing by mail, fax, or any other equivalent electronic means, such as email.
BERINGER may agree to honor orders placed by the buyer provided that the latter provides sufficient financial guarantees to pay the amounts due. Also, if BERINGER has serious or specific reasons to fear payment difficulties on the part of the buyer on the order date or thereafter, or if the customer does not provide the same guarantees as on the order acceptance date, particularly in the event of a change in its legal situation (such as the opening of a (In the event of bankruptcy proceedings or statutory amendments), BERINGER may make acceptance of the order or further execution subject to cash payment or the provision of guarantees.
The invoice will be prepared and sent to the Buyer by email (or paper, as specified) as soon as possible after delivery of the order.
The order will be fulfilled when the products have been shipped from the factory.
If BERINGER does not have a suitable product for use on the Buyer's aircraft, BERINGER may, at its sole discretion, agree to produce adaptation parts according to the Buyer's specifications. The Buyer must provide the aircraft's technical specifications, as required by the "Aircraft Data Sheet" provided by BERINGER, a work instruction, and 2D CAD drawings of the desired landing gear and rudder pedals. BERINGER will provide the Buyer with a technical proposal and a commercial quote for the adaptation part, without the Buyer having to bear the costs of research and development. BERINGER retains all design rights and any other intellectual property rights developed as a result.
If BERINGER must develop a new product in accordance with the Buyer's order, the development and ordering of the new product must take place in the same manner as for adaptation parts.
described above, without prejudice to BERINGER's right to retain the design rights and intellectual property rights arising therefrom.
ARTICLE 3 – CANCELLATION
BERINGER may cancel any sale at its sole discretion due to the Buyer's failure to fulfill its obligations to BERINGER, and as provided in Article 6 below. The Buyer may modify or cancel an order by notifying BERINGER in writing, by fax, or by any other equivalent technological means such as email, within eight (8) days of BERINGER's receipt of the Buyer's initial order, and before BERINGER confirms the order.
ARTICLE 4 – DELIVERY
Delivery Time
A delivery time will be provided upon order confirmation. BERINGER shall not be liable for any penalties or direct, indirect, material, or immaterial damages in the event of a delay in the delivery time set out in the order. Any changes made by the Buyer may result in additional costs and a delay in the delivery time. BERINGER shall not be held liable for delivery delays due to changes 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 fault, resulting, for example, from a modification of the order by the Buyer, or in the event of force majeure, or if the delivery of parts or equipment has been delayed by suppliers; or for any other reason beyond BERINGER's reasonable control; provided that BERINGER promptly notifies the Buyer of the occurrence of such a cause, delaying the delivery time beyond thirty (30) days from the scheduled delivery date.
Delivery - Risks
The Buyer only acquires ownership of the Products after having satisfied the full payment of the price of the Products, transport, and other incidental costs, regardless of the delivery date of said Products. Therefore, the Buyer undertakes, in the event of payment made after the delivery date, to insure the Products against the risks of loss and deterioration due to fortuitous events through ad hoc insurance in favor of BERINGER.
Transport
The delivery incoterm used by BERINGER is FCA. If the contract so provides, delivery may be made by handing over to a third party or a carrier designated by the Buyer. In this case, the transport costs will be borne by the Buyer, and the delivery incoterm will become EXW. The Buyer must therefore contact its carrier directly in the event of loss or damage to the products.
BERINGER reserves the right to refuse to arrange shipment of the products with the Buyer's carrier.
The Buyer must then arrange collection by their own means.
Receipt
Upon receipt, the Buyer must verify that the delivered Products comply with the ordered products and confirm that there are no visible defects. Notwithstanding any claims that the Buyer may make against the carrier as described above in the event of loss or damage to the Products during transport, the Buyer must notify BERINGER in writing within three (3) days of the delivery date of non-acceptance of the Products due to their non-compliance with the sales contract. If the Buyer does not notify BERINGER of non-acceptance of the product within three (3) days of delivery, the Products will be deemed accepted by the Buyer and will no longer be refunded or exchanged by BERINGER. It is the Buyer's responsibility to provide BERINGER with proof of defects. No product may be returned by the Buyer without prior written authorization from BERINGER in accordance with the conditions set forth in Article 7. When, after inspection, BERINGER or its representative confirms that the returned products contain an apparent defect, BERINGER will replace the non-compliant items at its expense. The costs incurred for the authorized return of defective products and the delivery of replacement products will be borne exclusively by BERINGER. However, BERINGER will not bear the costs of assembly/disassembly or operating losses related to product non-compliance.
Installation
The installation of BERINGER parts on the aircraft must be performed by a person with the necessary skills, experience, and qualifications, if necessary, to carry out this work in accordance with industry standards. The parts must be installed on aircraft, and the person in charge of installing the parts must follow the procedures established by the EASA (European Aviation Safety Agency) regarding the installation of the braking system and/or, where applicable, in accordance with the best practices of aeronautical mechanics.
The person carrying out the installation must, before assembly, 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. If a part is considered defective, the Buyer must follow the procedure prescribed by Article 8. BERINGER will not be liable in the event of connection of a defective part with a BERINGER product and BERINGER will not provide any warranty in the event of connection of a defective part with a BERINGER product. The fact that the product has passed the TSO / ETSO test, by displaying the corresponding marking, does not automatically justify the installation and use of this product on an aircraft. The conditions and tests required for TSO / ETSO approval of this product are minimum performance standards. It is the responsibility of those wishing to install this product on or in a specific aircraft type or class to ensure that the aircraft's operating conditions are suitable for the product's recognized capability in accordance with TSO/ETSO standards. The product may only be installed if a new evaluation by the user/installer demonstrates acceptable installation, and the installation is approved by the administrator. Additional conditions may be required depending on aircraft characteristics, wheel and brake design, and quality control specifications. In-service maintenance, modifications, and the use of replacement components must comply with TSO/ETSO performance standards, as well as any additional aircraft-specific requirements.
ARTICLE 5 – PRICES AND RATES
BERINGER's prices are indicated in the catalog and price list and may be modified by BERINGER at any time. The Products are supplied at the prices established by BERINGER in effect on the date of the order, and these prices apply without distinction to all purchases of BERINGER products made by a Buyer on the same date. BERINGER's prices are those in effect on the date the Products are shipped from the factory or distributor, excluding taxes, according to the terms of the order. Except for special conditions expressly established for a specific sale, the prices of the products sold are those detailed in the catalog and price list on the date of the order, and they are fixed and final as of the date of the order. Prices are expressed in Euros or USD and are excluding taxes and delivery, packaging, and insurance costs.
In the event of an Aircraft On Ground ("AOG") situation, BERINGER guarantees a 48-hour shipping time from the official order date. A 20% surcharge on the product's current retail price will be applied. Shipping of the products is subject to the standard payment terms described in Article 7. If the product is not shipped within 48 hours, BERINGER undertakes to conclude the sale at the current retail price without any additional charge.
ARTICLE 6 – RETENTION OF TITLE CLAUSE
BERINGER retains full ownership of the goods covered by the contract until full payment of the principal and incidental amounts. Failure to pay any of the due dates may result in a claim for these goods. However, as stated above, the customer assumes responsibility for any damages that these goods may suffer or cause. The right to claim applies both to the parts and their price if 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.
Under no circumstances may payments due to BERINGER be suspended or subject to any reduction or delay of any kind without BERINGER's written consent. No discount will be given for early payment. Any payment made to BERINGER will be applied to the Buyer's debit balance, starting with the oldest debt to the most recent. In the event that the Buyer fails to pay the full amount by the agreed date, BERINGER will formally notify the Buyer by registered letter to the billing address and will be entitled to cancel the sale within eight (8) days following the date of notification. Thereafter, BERINGER will be entitled to repossess the goods and retain any amounts already paid by the Buyer as damages. Checks, bank transfers and drafts will not constitute payment until they have been cashed and appear on BERINGER's account. The Buyer may not sell, encumber, modify or install the products before BERINGER has received full payment because BERINGER retains, until full payment of the price by the Buyer, a right of ownership over the products sold, allowing it to repossess the aforementioned products.
Unless otherwise agreed, delivery may not take place until full payment of the order. BERINGER shall not be held liable to the Buyer or any third party for the consequences of non-delivery or late delivery caused by late payment.
Late Payment
In the event of non-payment of the amount due by the due date, late payment fees will automatically be applied at the rate of 3 TIMES THE LEGAL INTEREST RATE, without prior notice. Any late payment will result in the immediate payment of 10% of the amounts due, without prejudice to any other action that BERINGER may be entitled to take against the Buyer. Finally, in the event of late payment, the Buyer will be required to pay a fixed compensation of €40 for recovery costs, without prior notice. BERINGER reserves the right to claim additional compensation from the Buyer if recovery costs exceed the aforementioned amount. In the event of non-payment after a specified due date, without the Buyer having remedied the problem within 48 hours of receiving written notice from BERINGER, BERINGER shall have the right to suspend all deliveries of the ordered and manufactured products until full payment of the amounts due, and the Buyer shall be precluded from claiming any compensation for any reason.
ARTICLE 8 – NON-CONFORMING PARTS
If the Buyer determines that the product is non-compliant or defective, they may submit a request to return the product to BERINGER, providing the serial number or batch number of the Product, the Product reference, the invoice number corresponding to the purchase of the Product, and a detailed report of the problem. If BERINGER determines that the product must be returned, BERINGER will issue an RMA ("Return Merchandise Authorization") to the Buyer before returning the product. NO PRODUCT MAY BE RETURNED WITHOUT AN RMA ISSUED BY BERINGER. Once BERINGER has investigated the returned product, BERINGER will determine whether it is:
- (1) a non-conformity with the product; or
- (2) damage caused by the use or installation of the product by the Buyer.
Following this investigation, BERINGER will offer the Buyer either (1): a full replacement of the product under warranty; or (2): rework or repair of the product, the cost of parts, labor, or replacement of the product will be borne solely by the Buyer. Shipping costs for the return of parts are the responsibility of the Buyer. BERINGER will, if (1) take (2) will bear the shipping costs for returning the parts, if (3) will not bear the shipping costs for returning the parts.
ARTICLE 9 – WARRANTY
BERINGER offers a product warranty (excluding parts listed on the spare parts list) for two (2) years of standard use following the initial date of use. No warranty will be provided in the event of misuse, neglect, or improper maintenance by the Buyer, nor in the event of abnormal wear and tear of the product or force majeure. BERINGER makes no other warranties, express or implied, including, but not limited to, the implied warranty of merchantability. BERINGER shall not be liable for any indirect, special, incidental, consequential, or punitive damages, nor 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 implementing the product under normal, foreseeable conditions of use and in accordance with applicable safety, health, and environmental legislation.
BERINGER's liability is strictly limited to compliance with the Buyer's specifications stipulated in the specifications.
BERINGER's liability is excluded:
- for defects resulting from a design made by the Buyer or imposed technical choices,
- for defects resulting in whole or in part from normal wear and tear of the part, deterioration, or accidents attributable to the Buyer or a third party,
- in the event of abnormal or atypical use, or use that does not comply with the intended use of the products, with professional standards, or with the supplier's recommendations.
ARTICLE 11 - APPLICABLE LAW / JURISDICTION
These General Terms and Conditions of Sale, as well as the purchase and sale transactions resulting therefrom, shall be governed by French law. The parties agree to submit any dispute or controversy that may arise between them in connection with this agreement or its subject matter, concerning its validity, interpretation, performance, completion, and their consequences, to the Commercial Court of Gap. However, the parties shall endeavor to find an amicable solution.
The parties may resolve the dispute by seeking mediation before resorting to the competent courts.
ARTICLE 12 – LANGUAGE
The original version of this agreement was written in English and shall prevail in the event of a translation.