GENERAL TERMS AND CONDITIONS
1. General Provisions
1.1 These general terms and conditions (hereinafter “Terms and Conditions”) shall govern the terms on which APRAM Aerospace s.r.o., ID No.: 24237779, registered within the Commercial Register maintained by the Regional Court in Ostrava, under C 78161 (hereinafter the “Supplier”) supplies a product or a service to a third party (hereinafter the “Customer”; the Supplier and the Customer collectively hereinafter the “Parties”) pursuant to a concluded agreement on:
a. The sale and/or lease of products including but not limited to aircraft parts (the “Goods”); and/or
b. Services including but not limited to exchange, material handling, repair and/or overhaul arrangement (the “Services”; collectively hereinafter “Goods and Services” as well in the meaning and/or).
1.2 These Terms and Conditions shall apply to any agreement for the supply of Goods and Services by the Supplier (hereinafter the “Agreement”) and shall be incorporated into the Agreement as an integral part thereof unless mutually agreed otherwise in writing in the particular case. Should a conflict between the provisions of the Agreement and the Terms and Conditions occur, the Agreement shall prevail. The Parties may agree on any rights and obligations deviating from these Terms and Conditions by a written reservation.
1.3 The Customer agrees to be bound by these Terms and Conditions, notwithstanding the Customer’s terms and conditions – whether or not supplied to the Supplier at any time (i.e. the terms and conditions of the Customer shall apply solely upon express mutual agreement and to the extent expressly mutually agreed between the Supplier and the Customer in writing) by submitting an order for Goods and Services – see Art. 2 hereof.
1.4 The Customer hereby confirms acquaintance with the Terms and Conditions by signing the Export Compliance and End Use document at the commencement of cooperation of the Parties (or when updated). At the same time, the Customer confirms consent to the Terms and Conditions by payment of a proforma invoice for each order in accordance herewith, of which the Customer shall be informed in each particular case. The Terms and Conditions are always available in the current version on the website of the Supplier www.apram.cz. Material changes to the Terms and Conditions will be notified by the Supplier to the Customer in advance within a reasonable period of time – the changes will be effective for the new order. For each order, the binding version of the Terms and Conditions is valid (published) at the time of order confirmation.
1.5 The Customer is not a consumer as defined by the legislation, but an entrepreneur within the meaning of Section 420 and other relevant provisions of the Czech Civil Code. Any person who acts in the name of or on behalf of an entrepreneur shall be deemed to be an entrepreneur.
1.6 The Customer is aware of bearing all costs incurred by the Customer when using remote means of communication in connection with the Agreement (internet connection costs, telephone call costs).
2. Orders
2.1 Unless otherwise notified by the Supplier, any quotation issued by the Supplier shall constitute a firm and valid offer for 30 days from the date of the quotation, unless revoked for whatever reason by the Supplier, unless otherwise agreed upon by the Parties.
2.2 If the Customer has a requirement regarding Goods and Services, such Customer shall place an order to the Supplier that contains at least the following data:
a. Order (request) number or any similar specific identification of the order;
b. Goods and Services details such as Part Number (P/N), Serial Number (S/N), description and others if applicable;
c. Legal method of the execution of the order (i.e. purchase, exchange, repair arrangement etc.);
d. Required Due date and possibly priority;
e. Unit cost and total value of the order;
f. Type of Certificate required (if applicable);
g. Shipping instructions (if applicable) including the INCOTERMS rules.
(hereinafter the “Order”).
2.3 The Order shall be binding on the Customer as from the dispatch thereof until the acceptance or refusal thereof by the Supplier. The Supplier shall acknowledge the Order within 10 working days as from the receipt thereof. The Supplier may – at the discretion thereof – reject the Order without incurring any costs or liability. No Order submitted by the Customer shall be deemed accepted by the Supplier, unless and until the earlier of confirmation in writing or fulfilment of the respective Order by the Supplier shall occur.
2.4 Upon acceptance of the Order by the Supplier the Agreement is executed between the Supplier and the Customer, the content of which shall be determined hereby unless expressly agreed otherwise with respect to particular details of the respective deal.
2.5 No further modification of the Order shall be made by the Customer unless expressly accepted in writing by the Supplier. An Order accepted may be cancelled in whole or partially by the Customer only with the Supplier’s prior written consent or by payment of 25 % of the Order value or min USD 150.00 if cancelled before shipping is initiated.
2.6 The Supplier reserves the right to refuse to enter into the Agreement and provide performance of the concluded Agreement to areas with existing public export restrictions and to entities affected by international sanctions at any time during the duration of the respective Agreement.
3. Exchanges of Components
3.1 The Supplier shall undertake to supply a component in serviceable or overhauled condition (hereinafter the “Exchange Unit”) to the Customer in exchange for an unserviceable component of the same Part Number and of equivalent or higher modification status (hereinafter the “Core Unit”) on the conditions stipulated herein. The Core Unit received from the Customer becomes the property of the Supplier as the title to the Core Unit shall pass to the Supplier upon delivery of the Core Unit to the Supplier.
3.2 The Customer will be charged an agreed Exchange Fee and does hereby undertake to pay the Exchange Fee within the period stipulated in the (proforma) invoice issued by the Supplier pursuant hereto. The Customer acknowledges that the Supplier shall not provide any performance until the requested payment has been received, unless otherwise agreed by the Parties in an individual case.
3.3 The Customer will in addition be charged the full repair cost of returning the Core Unit received to the same condition as the Exchange Unit supplied by the Supplier, i.e. serviceable or overhauled, and to an equivalent modification status, unless agreed that the exchange shall take place on a flat-rate basis. In a flat-rate basis exchange, an Exchange Fee in the agreed amount shall cover only the standard repair charges regarding the repair of the Core Unit. Should the actual repair cost exceed the repair cap (i.e. the amount of standard repair charges), the Customer shall be obliged to pay the sum exceeding the repair cap to the Supplier as an addition to the agreed Exchange Fee based on the invoice issued by the Supplier. The Customer does waive the right to oppose the repair quotation (and/or the bill for the repair of the Core Unit) as the repair quotation/bill shall be issued by an independent and approved repair shop, which does bear the responsibility for the correctness thereof. The Parties agree that the choice of the repair shop for the repair of the Core Unit shall be vested in the Supplier and the Customer shall have no right to oppose the choice. The provision of this paragraph shall also apply adequately to a repair arrangement. The Customer hereby undertakes to pay to the Supplier the full repair cost, a handling fee amounting to no more than 15 % of the repair cost, but in any case no less than USD 200.00, and freight charges (for shipping the Core Unit to the repair shop and back to the Supplier, including all related fees such as handling, customs duty etc.) and/or any other related costs upon delivery of the respective invoice issued by the Supplier but no later than within the period stipulated in the respective invoice or as otherwise agreed. The repair quotation/report will be provided upon request of the Customer together with the invoice issued by the Supplier.
3.4 The Supplier reserves the right to refuse a dissimilar Core Unit, i.e. a Core Unit with a different Part Number (lower modification status, different software etc.) than the Part Number of the Exchange Unit. Should such a dissimilar Core Unit be delivered to the Supplier, the transaction shall automatically convert into an Outright Sale and the Customer shall be obliged to pay to the Supplier, in addition to the Exchange Fee, the respective extra charges, should those apply, any other related costs already incurred, and the full Outright Sale Price based on the invoice issued by the Supplier unless otherwise agreed upon by the Parties.
3.5 The Supplier reserves the right to refuse any PMA sub-components if embodied in the delivered Core Unit. In such a case the Supplier shall be authorised to replace such sub-components with the OEM (Original Equipment Manufacturer) parts during the repair and charge the related costs to the Customer accordingly and the Customer shall be obliged to pay such costs to the Supplier.
3.6 The Customer undertakes to deliver the respective unserviceable Core Unit to the Supplier’s address (unless the Parties agree to ship the Core Unit to a different address, e.g. the shipper’s address if the Exchange Unit is shipped from a different address than the address of the Supplier) within 21 days after the date of the dispatch of the serviceable Exchange Unit supplied by the Supplier unless otherwise agreed upon by the Parties. The Customer shall bear all freight charges related thereto including any related charges such as customs fees, duties, handling and storage at the airport etc. The returned Core Unit must be accompanied by the certification documents detailed as follows:
a. Unserviceable tags containing “Reason for Removal” information; A/C registration or MSN;
b. Certificate of origin that includes:
i. Source of the part fully traceable and documented to an FAA Part 121 or 129 certified carrier or the OEM (Original Equipment Manufacturer);
ii. Non-Incident Statement;
iii. Statement that the part was not procured from the U.S. Government or any military source.
c. Report with hours, cycles and fault (applicable to Time Controlled Units).
3.7 If the Core Unit is delivered without any of the aforementioned certification documents, such Core Unit shall be deemed “not returned appropriately” and the Customer shall be obliged to pay to the Supplier extra charges for the delayed Core Unit return in accordance with the Agreement.
3.8 Should the Core Unit not be received by the Supplier within 21 days from the date of dispatch of the Exchange Unit and/or should the Core Unit not be accompanied by the documentation as per art. 3.6 hereof, the Customer shall be obliged to pay to the Supplier a late fee (in the amount of the original Exchange Fee) recurrently for each commenced 14-day period of the default of the Customer until the delivery of the Core Unit and/or full documentation. However, after the late fee has been charged three times the Supplier may decide at its discretion to convert the Exchange transaction into an Outright Sale and charge the Customer the full Outright Sale Price or to continue charging the late fees; the decision of the Supplier not to convert the transaction into an Outright Sale shall be done without prejudice to the Supplier’s right to do so at any time thereafter should the default of the Customer continue, unless otherwise agreed upon by the Parties. Once the Exchange transaction is converted into an Outright Sale the Customer shall be obliged to pay to the Supplier the full Outright Sale Price together with all Exchange Fees/late fees and any other related costs already incurred.
3.9 Returned Core Units must be repairable. In the event that a Core Unit supplied by the Customer is found to be beyond economical repair (BER; i.e. should the cost of the repair of the Core Unit exceed the Outright Sale Price), the Customer shall be obliged to pay to the Supplier, in addition to the Exchange Fee, the respective extra charges, should those apply, and any other related costs already incurred, the full Outright Sale Price as agreed, as the Exchange transaction shall automatically convert into an Outright Sale. The Supplier shall be authorised to charge the repair evaluation fee and the shipping costs for the BER Core Unit in addition to the Outright Sale Price.
3.10 Each party shall be responsible for taxes and obligations imposed by their own government with reference to the income, profits and assets attributable to the performance of Goods and Services hereunder.
4. Delivery (Terms of Shipment)
4.1 If no specific means of transportation has been stipulated in the Agreement, the Supplier may, at its sole discretion and at the expense and risk of the Customer, choose the means of transportation.
4.2 The delivery rules stipulated in this article shall apply to the delivery of all Goods (as well as the provision of Goods within the performance of the Services) unless agreed otherwise in writing in the particular matter.
4.3 Ordered Goods shall be shipped to the Customer under the EXW rule in accordance with “INCOTERMS”.
4.4 Partial delivery shall be allowed as an exclusive right of the Supplier – the same rule shall apply to the provision of Services (e.g. provision of Goods on Exchange etc.).
4.5 The Supplier will accompany the Goods with shipping invoices. A shipping invoice should contain the following data and statements:
a. Agreement (Order) Number or similar specific identification;
b. Consignee;
c. P/N, S/N (if applicable), Description;
d. Quantity of Items;
e. Currency;
f. Actual Price of the Goods for Customs purposes (if applicable).
4.6 Goods shipped by the Customer shall be delivered to the premises of the Supplier or a different place agreed between the Parties in writing “Delivered At Place” (DAP) in accordance with “INCOTERMS”.
5. Transport Regulations and Licences
5.1 The Customer acknowledges that the Goods and Services may be subject to export control laws and regulations, and any supply, use, disclosure or diversion of such Goods and/or Services contrary to such laws and regulations is strictly prohibited.
5.2 The Supplier shall not be responsible for obtaining import and export licences or official approval of the Goods and the Customer hereby indemnifies and holds the Supplier harmless against any losses, damages, fees or monetary sanctions imposed as a result of the Customer’s failure to comply with any applicable export control law or regulation.
5.3 Where Goods are consigned by the Customer to the Supplier, save in case the Supplier acquires ownership thereof, the Supplier shall have a general and particular lien over such Goods for all claims against the Customer until all claims of the Supplier have been duly satisfied.
5.4 Whenever any Goods or Services are subject to export control procedures, the Supplier shall not be liable for government actions which impact the Supplier’s ability to perform its obligations, such procedures being, but not limited to:
a. Refusal to grant an export or re-export licence,
b. Cancellation of an export or re-export licence and
c. Delays in delivery dates due to licence handling.
6. Price
6.1 The price information shall be specified in the currency of EUR/USD/GBP/CZK. The Customer bears the risk of changes in currency conversion rates.
6.2 The particular price of the Goods and Services shall be determined by the respective accepted Order and shall correspond with the Supplier’s quote (exclusive of VAT) during the quote’s validity term. Should the Goods not be available at the ordered price, the Supplier shall notify the Customer and keep the Order pending until further instructions are received.
6.3 If the Supplier is obliged to undertake additional activities not anticipated when a quote was given, namely as a result of a change in the (inaccurately provided) requirements by the Customer, the Supplier shall be entitled to make a further change to the quoted price according to the cost of such additional requirements. Such price changes shall not constitute any right of the Customer to terminate the Agreement.
7. Payments
7.1 Any payment documents such as proforma invoices or invoices (collectively hereinafter “Invoices”) are issued by the Supplier in electronic form (PDF file), which the Parties expressly agree to, and which are to be delivered by email.
7.2 The Customer shall pay each Invoice submitted by the Supplier in full and without deduction or set-off within the period stipulated in the respective Invoice, and, if not included, then within 14 days following the issuance thereof. The Supplier reserves the right to commence performance of the Agreement after payment of the issued Invoice or payment in the form of credit.
7.3 The payment shall be executed by the Customer in the currency quoted in the respective Invoice. All costs associated with payment of an Invoice shall be borne by the Customer. Should charges apply that would exceed the originally invoiced sum, a separate Invoice shall be issued by the Supplier – Art. 7.2 in fine hereof shall apply adequately.
7.4 Should the Customer get into default with any payment to the Supplier, the Supplier shall be entitled to claim from the Customer (i) the cost of a payment reminder (not less than EUR 10) and (ii) a contractual penalty computed on the basis of 0.1 % of the sum owed for each commenced day of delay. The Supplier shall be entitled to compensation for damages arising from the Customer’s failure to fulfil a monetary debt even if it is covered by a contractual penalty.
7.5 The Customer is entitled to return a defective Invoice to the Supplier before the due date without being in default. The Supplier shall be obliged to correct the Invoice by law or issue a new Invoice with a new due date. If the Invoice is not found defective, the original due date of the Invoice shall apply.
7.6 The date of payment is the date of crediting the Supplier’s account with the whole amount due.
8. Risk and Title
8.1 The risk of loss or damage to the Goods if caused while the Goods were in the possession of the respective Party shall always remain with the Party who was in possession or who has arranged the transport of the Goods, in case the carrier of the Goods is not found liable.
8.2 Every precaution shall be taken by the Parties to have the Goods securely and properly packed and wrapped to withstand storage, overseas and overland transport and transhipment by cranes (forklift) and/or other means, in accordance with ATA 300 and IATA regulations.
8.3 Should the Agreement consist in a delivery of Goods by the Supplier to the Customer (including supply of an Exchange Unit on Exchange), title to and ownership of the Goods shall remain with the Supplier until the Supplier has received from the Customer full payment in accordance with the terms hereof. In the event that the Customer does not provide payment in accordance with the terms hereof by the due date of the respective invoice, the Supplier reserves full legal and ownership rights to the Goods and has the right to either repossess the Goods at the Customer’s expense and/or reclaim the respective Goods upon Supplier’s written request and the Customer shall provide the Supplier with any necessary assistance in order to facilitate such reclamation from the pertinent end user. This provision shall also apply mutatis mutandis in the event of withdrawal from the Agreement pursuant to Art. 12 hereof.
9. Warranty
9.1 The rights and obligations of the Parties regarding rights from defective performance shall be governed by the applicable generally binding regulations, unless agreed otherwise by the Parties.
9.2 The Supplier warrants that all Services rendered by the Supplier under the Agreement shall be free from defects in workmanship under the conditions stipulated herein. For this purpose, the extent of the Supplier’s liability under this warranty is limited to the remedies stipulated in Section 9.5.
9.3 Quality of Goods shall be in full compliance with the technical conditions and regulations that are foreseen by the OEM or by other regulations with regard to the respective type of technology. All warranties given to the Supplier shall be passed to the Customer.
9.4 Warranty claims must be reported to the Supplier without any delay upon discovery and received by the Supplier in written form (including emails, scanned documents), otherwise they may be rejected without any remedy to be provided to the Customer.
9.5 Standard warranty includes the following:
a. In case of new Goods supplied by the Supplier the Customer shall be entitled to such assignable benefits of those warranties or guarantees (if any) as have been given to the Supplier by the manufacturer.
b. In case of any used, second-hand, overhauled or reconditioned Goods the Customer shall be entitled to the benefits of such assignable warranties or guarantees (if any) as have been given to the Supplier by the contractual partner thereof.
9.6 The Supplier encloses appropriate documents with warranty confirmation to each item shipped or by request of the Customer. Non-enclosure of such documents does not constitute a breach of the Agreement.
9.7 Warranty shall apply solely to defects occurring under proper use of Goods and shall not apply to regular wear and tear. Should a failure/defect of delivered Goods occur within the warranty period, the Customer shall notify the Supplier of the occurrence and the nature thereof in writing without undue delay. Should the failure be covered by the warranty hereunder, the respective item shall be delivered by the Customer to the Supplier for inspection. The Supplier shall provide a statement regarding the defective item based on the examination thereof within a reasonable period of time.
9.8 Should the warranty claim of the Customer be found legitimate, a remedy in accordance herewith, as agreed upon by the Customer and the Supplier based on the circumstances of the relevant case, shall be provided to the Customer within a set period of time. The Supplier shall deal with legitimate warranty claims by repairing the Goods, providing a refund or providing a replacement item at the Supplier’s expense.
9.9 Warranty shall not apply, among other cases, if the total price of the Goods and Services together with any other charges applicable hereunder have not been paid by the Customer by the due date of the respective Invoice.
9.10 Goods supplied by the Supplier, which failed or became defective as a result of mishandling, improper operation, faulty maintenance, incorrect installation, unapproved alterations or abuse on other part than that of the Supplier, not depending on whether the failure was fixed during a flight or not, will be charged to the Customer according to a services report. If, following careful inspection and testing at an authorised repair station, an item subject to a warranty claim by the Customer is found to have no defect (“no fault found”), the Customer shall reimburse the Supplier for the documented costs incurred in connection with the warranty claim and the particular item, including, without limitation, costs of transportation, handling, customs clearance, inspection, testing, evaluation and certification or recertification. If, as a result of such inspection and testing, the item no longer retains the same condition and/or certification or release status, in which it was originally supplied to the Customer, the Customer shall also bear all documented costs necessary to restore the item to such original condition and status (unless expressly agreed by the Customer and the Supplier otherwise and/or unless the item is to be returned to the Customer (supposed the Customer had been provided with no replacement item), in which case the Customer is obliged to accept the item subject to the warranty claim in the condition/with the certification or release status resulting from said inspection and testing without any claim to a discount). The Supplier shall be entitled to arrange for such restoration/recertification before closing the warranty claim and to invoice the Customer for the related costs. Upon receipt of a warranty claim or at any time during the warranty process, the Supplier may require the Customer to provide a reasonable monetary deposit as security for any amounts that may subsequently become due to the Supplier in connection with an unjustified warranty claim in the cases specified in this paragraph. Until such deposit is provided in full to the Supplier, the Supplier shall not get into default with the processing of the warranty claim.
10. Limitation of Liability
10.1 The Supplier shall not be liable to the Customer (including but not limited to negligence) for any consequential or indirect loss or loss of profit incurred by the Customer in relation to the supply of the Goods or the provision of the Services.
10.2 The Supplier’s total liability to the Customer for any default, act or omission in connection with any Agreement shall be limited to the costs paid to the Supplier pursuant to the Agreement, with the exceptions specified in Section 2898 of the Czech Civil Code.
10.3 Under no circumstances shall the Supplier be liable for any recommendation or report provided whether the Customer gives instructions to a third party to carry out these recommendations or acts upon the report.
10.4 Warranties, representations, guarantees and/or proposals or other terms and conditions of any nature shall be binding solely when mutually agreed upon in writing.
10.5 Notwithstanding any other provision hereof, the Supplier shall under no circumstances be liable in respect of any claim of any kind and regardless of the nature of the cause of the action giving rise thereto, suffered or incurred by the Customer unless written notice of such claim, including full particulars thereof, is received by the Supplier within 1 month from the date on which the event, matter or circumstance giving rise to the claim occurred.
10.6 The Customer shall, except in case of wilful misconduct and/or gross negligence of the Supplier, be solely liable for – and indemnify and hold harmless the Supplier from and against – all liabilities, claims, losses, damages, costs, fees, monetary sanctions, and expenses related to
a. successfully establishing the right to indemnification (including reasonable legal expenses and attorneys’ fees),
b. injury to or death of any person, and/or
c. loss of and/or damage to any property (including the aircraft in connection with which the Goods and Services are provided), and/or
d. loss of use thereof,
e. arising out of, caused by or in any way connected with Customer’s use or misuse of any Products and Services,
f. as well as arisen in connection with:
g. the Customer’s failure to comply with any applicable law or regulation (including export control law and regulation); or
h. the Customer not complying with the conditions of the Terms and Conditions.
11. Force Majeure
11.1 Neither the Supplier nor the Customer shall bear responsibility for the complete or partial non-performance of any of its obligations resulting from such circumstances as flood, fire, earthquake, and other natural calamities as well as war, sanctions or military operations, pandemics or other circumstances beyond the control of the Parties that arise during the term of the Agreement.
11.2 If any of such circumstances directly affects the performance of obligations in the period stipulated in the respective Agreement, such period shall be extended correspondingly for a period during which such circumstances last.
11.3 The party whose performance of the Agreement is affected by force majeure is obliged to notify the other party in writing of the beginning, expected duration and cessation of the above circumstances immediately, however, not later than 15 days from the time of the beginning and cessation thereof.
11.4 If the impossibility of complete or partial performance of an obligation lasts for more than 1 month, both Parties shall have the right to cancel the respective Agreement in whole or partially without the obligation to indemnify the possible losses (including expenses) of each other notwithstanding the duty to provide a due payment for the Goods delivered and Services provided.
12. Termination, Results of Breach of Contract, Return of the Goods
12.1 The Agreement shall come into effect on the date on which the relevant Order is accepted by the Supplier and will remain in full force and effect until fulfilment/the expiry of the term unless terminated earlier in accordance herewith.
12.2 The Supplier shall be entitled to postpone performance of the Agreement if the Customer:
a. fails to make on time or suspends any payment arising from the Agreement in full;
b. shall be found in the conditions for termination of the Agreement stipulated in 12.3 or 12.5;
c. fails to remedy any breach of its other obligations hereunder within 15 calendar days of the Customer having received the Supplier’s written notice of such breach;
d. fails to preserve and protect Confidential Information (see Art. 13) disclosed by the Supplier;
e. makes or furnishes to the Supplier any false, misleading or otherwise materially inaccurate warranties, representations or information.
12.3 The Supplier shall be entitled to terminate the Agreement with immediate effect by giving notice to the Customer in any of the following circumstances:
a. any monetary obligation of the Customer to the Supplier remains unfulfilled upon the expiry of 14 days from the due date for payment;
b. the Customer commits a material breach of any of the provisions hereof, which it fails to remedy within the additional period specified in the request for remedy, not less than 7 days from the delivery of such request;
c. a petition is filed or a resolution is passed or adopted for the winding up of the Customer (otherwise than for the purposes of and followed by an amalgamation or reconstruction previously approved in writing), or if a petition is presented for the appointment of any administrator or liquidator (and is not discharged within 14 days) or if a receiver or administrative receiver is appointed with regard to the Customer, or an encumbrancer takes possession of the whole or any part of its undertaking or assets, or if the Customer becomes insolvent, or if any analogous event shall occur in any territory to whose jurisdiction the Customer is subject;
d. any distress or execution is levied on any of the assets of the Customer (and is not discharged within 14 days), or if any judgment for a monetary sum is given against it and is not paid out within 14 days, or if any analogous event shall occur in any territory to whose jurisdiction the Customer is subject; or
e. the Customer ceases or threatens to cease, or in the reasonable opinion of the Supplier is likely to cease, to continue the whole or any relevant part of its business or trade.
12.4 The Supplier shall be entitled to terminate the Agreement with immediate effect without giving prior notice in case of violation or even reasonable suspicion or threat of breach of the Export Compliance and End Use document signed by the Customer and/or in case the cooperation of the Customer with areas with existing public export restrictions and to entities affected by international sanctions occurs at any time during the duration of the respective Agreement.
12.5 The Customer shall not be entitled to cancel the Agreement in full or partially without the prior written consent of the Supplier. Should the Supplier grant a written consent to the cancellation and returning of the respective Goods, such Goods are to be returned to the respective warehouse designated by the Supplier within 14 days from Supplier’s consent to the return, unused, in a serviceable condition, accompanied by an unused statement issued by the Customer. In such case, the Exchange Fee(s) plus shipment costs or other related fees shall remain payable. All damages (including defects found during recertification process), recertification fee and other related costs as well as the restocking fee may be invoiced to the Customer or deducted from the credit note to be issued by the Supplier with respect to the return of the Goods, upon discretion of the Supplier. The Supplier reserves the full right to refuse the return of the Goods. The Customer shall indemnify the Supplier in full against all loss, costs and expenses incurred by the Supplier as a result of any cancellation or reduction.
13. Confidentiality
13.1 By virtue of the Agreement, the Supplier and/or the Customer may have access to information that is confidential to either or both. Confidential Information stated in this article refers particularly, but not exclusively, to any:
a. confidential, proprietary, or trade secret information;
b. tangible items containing, conveying, or embodying such information, and
c. tooling obtained from or belonging to the other in connection with the Agreement or any work order information received by either party in connection with the Agreement including but not limited to costs, scope of Services, legal provisions etc.
(hereinafter the “Confidential Information”).
13.2 The Parties agree to hold each other’s Confidential Information in confidence. The Parties agree not to use each other’s Confidential Information for any purpose other than the implementation of the Agreement. Neither Party shall disclose any Confidential Information and both Parties shall take reasonable precautions to ensure that none of its directors, officers, employees, agents or any related person discloses any term hereof or of any other documents or any Confidential Information belonging to any other Party except where:
a. such information is or becomes a part of the public domain through no act or omission of the other Party;
b. such information is in the other Party’s lawful possession prior to the disclosure and was not obtained by the other Party either directly or indirectly from the disclosing Party;
c. such information is lawfully disclosed to the other Party by a third party without restriction on disclosure;
d. such information is independently developed by the other Party; or
e. disclosure is required by law or by other regulatory authority or any legal or regulatory proceeding or court order with whose instructions the Parties have to comply.
14. Privacy Policy & GDPR
14.1 During the performance of the Agreement, each party may collect, store and use several categories of personal data related to the other party’s representatives, employees, agents or other persons representing this party. The data may be collected from the other party or directly from the data subject. The processing of the personal data of the above data subjects is necessary in order to allow the Parties to enter into and perform the Agreement.
14.2 The Supplier and Customer undertake to process personal data in accordance with GDPR. Each party is independently liable for observing the applicable legal requirements for the lawful processing of personal data in the context of its activities undertaken for the purposes of the Agreement.
14.3 Insofar as any of the Parties acts at any time as a data processor in the context of the Agreement as per the applicable data protection laws (including where personal data needs to be transferred to a third party), the Parties shall enter into a data processing agreement (in accordance with the legal requirements of Art. 28 of the General Data Protection Regulation (EU) 2016/679 (“GDPR”)) mutually or with the third party. The Parties always take the necessary measures, in order to ensure legal compliance with respect to such data processing.
14.4 More details on the Supplier’s Privacy Policy can be found by visiting the website of the Supplier www.apram.cz.
15. Notices
15.1 All notices (including technical and commercial Customer complaints), Invoices, quotes, Orders under these Terms and Conditions shall be sent by email or, in a specific case, by registered mail (certified and return receipt required) to the contact email address of the other party stipulated in the Agreement.
15.2 In case of delivery by registered mail or courier, notices shall be effective after receipt by the recipient. In case of email communication, a notice shall be deemed received upon confirmation of the receipt by the recipient. In case of doubt, a notice is always deemed delivered on the 5th working day following the demonstrable dispatch thereof to the appropriate address stipulated in the Agreement or in the evidence of the respective party. Delivery of an executed notice by email in accordance herewith shall be deemed equivalent to the delivery of an originally executed counterpart.
15.3 The Customer shall be responsible for the accuracy and truthfulness of all data provided by them regarding the Order and the performance of the Agreement. The Customer undertakes to notify the Supplier immediately of any changes concerning its business authorisation as well as limitation of such authorisation, material sanctions, business restrictions, tax obligations (in particular, changes to its tax identification number and tax administrator), its valid account and bank account, threats to its creditworthiness (including the ordering of execution) and/or the emergence of insolvency, or designation as an unreliable VAT payer (relevant solely under the Czech tax jurisdiction). In the event of the ordering of execution on the Customer’s property or the emergence of insolvency of the Customer, all claims of the Supplier against the Customer shall become due and payable on the date on which the Supplier becomes aware of any of the above, which shall be notified to the Customer by email.
15.4 Any change in contacts other than those mentioned in 15.3 hereof shall be notified to the other party within 7 days after the change. If the party does not notify the change in due time, any notice sent to the previous contact shall be deemed duly given.
16. Governing Law and Jurisdiction
16.1 These Terms and Conditions and every Agreement concluded between the Supplier and the Customer shall be governed by Czech legislation regardless of the territorial scope of performance of the Agreement and/or the place of business or seat of the Customer. These Terms and Conditions take precedence over those provisions of legal regulations that are not of a coercive (mandatory) nature.
16.2 Should any dispute arising from the Agreement not be resolved amicably, such dispute shall be submitted to the District Court in Prague 10 and the Supplier and the Customer agree by the execution of the Agreement to be bound by the jurisdiction of Czech courts.
17. Final Provisions
17.1 The Customer shall not be entitled to assign an Agreement or any part thereof to a third party without the prior written consent of the Supplier.
17.2 Any failure, delay or indulgence on the part of the Supplier in exercising any power or right conferred hereunder shall not be construed as a waiver of such power or right nor preclude the exercise of any other right or remedy hereunder, and shall be without prejudice to the legal rights of the Supplier, and the obligations of the Customer shall continue to exist in full force and effect.
17.3 If any provision hereof is declared ineffective, invalid or unenforceable in whole or in part, the validity of the other provisions hereof shall not in any way be affected.
17.4 Nothing in these Terms and Conditions shall be interpreted or construed to create a partnership, agency or joint venture between the Supplier and the Customer.
Issued: October 8th, 2026
APRAM Aerospace s.r.o.