Swiss Aviation Interiors GmbH

General Terms and Conditions (GTC) for Production and Maintenance Orders

Revision 00 / 01st of May 2020

Unless otherwise agreed in writing, for all work performed by Swiss Aviation Interiors GmbH HERE IN AFTER REFERRED TO AS “SAI”, the latest revision of the General Terms & Conditions (“GTC”) shall be applicable. Prices shall be subject to change with 1 month prior notice. Overtime shall only be charged on prior request and approval by customer.

1    General

1.1 Unless otherwise agreed in writing, these GTC shall be binding for all Customer Work Orders.

1.2 Any terms and conditions stipulated by Customer shall not be valid, even if SAI has not objected there to explicitly.

1.3 These GTC shall apply exclusively to all services performed by SAI. Offers submitted by SAI shall be without obligation. Customer’s Work Orders shall become binding only on written confirmation by SAI. Modifications to the provisions contained here in shall be valid only, if explicitly agreed by an authorized representative of SAI in writing.


2    Scope of Services

2.1 SAI shall only perform production, maintenance and repair work, if Customer has placed a Work Order with SAI, based on SAI’s quotation, and signed by anauthorized representative of the Customer, and with confirmation that Customer has read, understood and accepted the then current GTC.

2.2 Unless otherwise agreed Customer is responsible for the correct and complete work scope in his RFQ.

2.3 SAI shall perform production, maintenance and repair work on aircraft, components or interior including procurement of spare parts and equipment as necessary, in accordance with Customer work orders accepted by SAI in writing.

2.4 Customer commits to make available the aircraft, components or interior to SAI for the work commencement date as agreed in the work order. SAI reserves the right tore-schedule Customer work orders, if the commencement date is not met by Customer.

2.5 SAI may subcontract the services in any part or in total without Customer’s prior consent.

2.6 SAI shall carry out at Customer’s cost and expense any unforeseen production, maintenance and repairworks which are required in order to maintain the airworthiness of the aircraft, and shall bring such new defects or incomplete maintenance to the attention of the customer to obtain agreement to rectify the defects or to complete missing elements.

2.7 If SAI identifies other repair work, which does not affect the airworthiness of the aircraft, SAI shall inform Customer immediately in writing of the extent of such work, including cost estimate and expected additional down time. Such work must be approved by Customer in writing before its commencement. If Customer decides not to performthe proposed work, SAI shall be exempt from any and all liability for any possible damage resulting from the omission of such repair work.

SAI assumes no responsibility for the airworthiness of Customer’s aircraft.

2.8 Customer shall provide all employees and subcontractors of SAI free and safe access to its/his/her aircraft.


3    Customer Supplied Material

3.1 It is at SAI’s discretion to accept and to install Customer supplied material. SAI has the right to add a handling charge for the administrative processing and incoming inspection. Customer shall provide complete documentation and certificates with such material. SAI does not accept any liability for Customer supplied material, including any consequential damages which may occur as a result of any discrepancy, malfunction, or failure of such material.


4    Parts and Components

4.1 All material offered in quotations is subject to prior sale.

4.2 In case of a dropshipment, the customer will be responsible for the full value of the parts.

4.3 All items replaced by SAI during repair or maintenance work shall be retained by SAI for sixty (60) days for disposition instructions from Customer. There after remaining items shall become the property of SAI.


5    Aircraft Downtime / Turn Times

5.1 Interior and component maintenance and repair turn times stated by SAI shall be provisional and serveas general information unless they have been explicitly declared as binding by SAI in writing.

5.2 SAI shall notify Customer as early as possible of any delay in delivery or completion of work orders, and SAI shall agree with Customer a reasonable adjustment of the completion date.


6    Delay and Failure to Perform

6.1 SAI cannot be held responsible for any failure or delay in performance resulting from causes beyond SAI’s reasonable control. These may include, but are not limited to, events such as acts of government, court orders, civil unrest, pandemia, sabotage, adverse weather conditions, labour trouble, and shortage of materials or services. SAI shall notify Customer of such events and will endeavour to avoid or remove the cause and resume performance with minimum delay.


7    Transportation

7.1 Customer shall deliver the components, parts or equipment at its sole risk and expense to SAI’s facility.

7.2 Re-delivery of components, parts or equipment will be effected ex works (EXW Incoterms 2000), excluding packing material.

7.3 If Customer fails to pick up their components, parts or equipment later than two (2) calendar days following SAI’s notification of completion, the risk of damage to or loss of Customer’s components, parts or equipment shall pass to Customer and Customer shall pay a reasonable storage fee, aircraft parking or hangar usage fee, not with standing any further claims of SAI.


8    Technical Documentation

8.1 Customer shall supply all current documentation and all applicable safety and other regulations, required for the performance of the agreed services by SAI. It is Customer’s responsibility to ensure that the conditions of SAI in these GTC are acceptable to its appropriate authorities.

8.2 SAI shall prepare written work reports specifying all works performed and parts produced, replaced, repaired or exchanged.


9    Warranty

9.1 SAI warrants that production, maintenance and repair works carried out as offered shall be free from any defects in workmanship; the acceptance of the work carried out shall be performed at SAI prior shipment and documented in an acceptance record.

9.2 The warranty of SAI shall expire, if

(i)   Customer does not inform SAI in writing within eight (8) days from the discovery of the defect,

(ii)  Customer does not give SAI immediate access to the aircraft or parts in order to inspect such defect,

(iii) Customer or a third party appointed by Customer have tried to repair the defect without the prior inspection and        authorization by SAI,

(iv) Customer has not taken all precautions to prevent an aggravation of the defect,

(v)  Customer does not comply with instructions given by SAI.

9.3 In case that any defect results from faulty workmanship of maintenance and/or repair work performed by SAI, the sole remedy available to Customer shall be the immediate remedy of such defect by SAI by repairing and/or replacing any defective parts and/or workmanship in its own facilities at no cost for Customer.

9.4 If the repair or replacement of defective parts cannot be carried out in the facilities of SAI, Customer shall bear all costs and expenses incurred in connection with the travel of SAI personnel, transportation of spare parts, return of defective parts etc.

9.5 In case of defects on equipment and parts which are used in the maintenance or repair of the aircraft as well as for services performed by third parties, SAI will assign to Customer its own rights and claims (if any) against the manufacturer, supplier or vendor.

9.6 Excluded from this warranty of SAI are all deficiencies which cannot be proved to have their origin in bad material used, faulty processes or poor workmanship, by SAI, and which have their origin in other causes beyond the control of SAI. Warranty claims may not be assigned or otherwise be transferred by Customer.


10  Limitation of Liability /Indemnification

10.1 The liability of SAI, including without limitation for damage to or loss of the aircraft, its components, parts or equipment, shall be limited to the gross negligence or wilful misconduct of SAI, its personnel, agents and subcontractors. Furthermore, as far as permitted by mandatory law, SAI shall not be liable for non-foreseeable damages which are not typical for the respective type of workorder, nor for any indirect, consequential or incidental damages whatsoever, such as loss of profit, loss of orders, loss of use or production, inoperability of the aircraft, nor for any other occurrences or damages.

10.2 Customer shall indemnify and hold harmless SAI, its personnel, agents and subcontractors from any claims, including third party claims, unless such claim is caused by the grossnegligence or wilful misconduct of SAI, its personnel, agents and/or subcontractors.

10.3 Except for the obligations expressly undertaken by SAI in these GTC, Customer here by waives and releases all rights, claims and remedies with respect to any and all liabilities and warranties, express, implied or statutory. In particular, the Customer shall not have any claim for any price reduction, termination of contract, etc.

10.4 In no event shall SAI be liable towards customer for any damage to, or loss of, goods and/or personnel a rising from acts of war, hi-jacking, terrorist acts and other perils.


11  Insurance

11.1 Customer agrees to effect and maintain in full force and to provide SAI on request with a certificate of the following insurances:

(i)   Hull all risks insurance as well as a risk all property insurance containing a waiver of subrogation and a waiver of any transfer of rights of recourse, in favour of SAI, its personnel and its subcontractors. The coverage shall include war and terror risks while under the care and custody of SAI.

(ii)  Comprehensive legal liability insurance (including aircraft third party liability insurance) including SAI, its personnel and its subcontractors as additional insured parties.

11.2 If Customer has ordered services from SAI on behalf of a third party, Customer guarantees that such third party effects and maintains the above stated insurance coverage.


12  Prices

12.1 Unless otherwise stated, prices offered by SAI are estimates only for budgetary purposes, and will be invoiced as per actuals, depending on the final work scope performed.  

12.2 Fixed prices that have been agreed upon by the parties in writing shall only be adjusted if and to the extent that

(i)   the prices and/or exchange rates for any required spare parts, customs duties or other charges related thereto are increased, and/or

(ii)  any other reasons beyond the reasonable control of SAI.

12.3 All SAI prices are quoted on a net basis ex works SAI. Any and all charges such as but not limited to freight charges, insurance, approval documentation, certification and acceptance fees, taxes, levies, customs duties and similar charges imposed inconnection with services performed hereunder shall be borne by the Customer.

12.4 Customer shall inform SAI of its/his/her Sales Tax Identification Number. If there are any charges for services subject to VAT in accordance with EU regulations for Customers outsideof Switzerland, such charges will always be invoiced separately.

12.5 Depending on Customer’s individual credit limit, SAI may request pre-payment before commencing the work, and/or down payments depending work in process. Furtherdown payments may become due for additional work identified during work in process. Furthermore, SAI reserves the right to request full payment of the final invoice prior to delivery of the parts, component or certifications.

12.6 Payment terms asstated in SAI`s quote or agreed otherwise in writing apply.

12.7 Payment of fee amountsquoted/invoiced to the customer is deemed to be an acceptance of the quoteitself, services performed and/or parts delivered by SAI.


13  Payment

13.1 Invoices of SAI are due and immediately payable without any deduction. Unless otherwise agreed in writing, Customer shall make advance payments as agreed with the Work Order without delay. All costs of money transfer, especially fees charged by a bank, shall be paid by Customer.

13.2 Payments shall be made by the Customer always against specific invoices by making reference to the invoice.

13.3 Payments shall always be made in the currency as quoted and agreed with the purchase order and as invoiced by SAI. If payments are made by the Customer in a different currency, Customer accepts that such payments are exchanged at receipt by SAI into the quoted/invoiced currency at the then current exchange rate.

13.4 SAI shall have the right to charge a daily interest rate equal to ten (10) percent per annum on a 365 day per year basis on all invoices not settled by the customer within thirty (30) days from the issuing date.

13.5 Complaints regarding invoices must be made not later than thirty (30) days after the invoice issuing date. Afterwards, any such complaints will be excluded. Any such dispute shall not affect Customer's obligation to immediate payment of the undisputed parts of SAI`s invoice. Such dispute deductions are only accepted up to a maximum often (10) percent of the total invoice value.

13.6 Customer is not entitled to set off any claims against SAI`s claims and credit balance.


14  Force Majeure

14.1 Either party hereto shall be released from the performance of its/his/her obligations under the work order to the extent and for so long as the performance is impeded by reason of Force Majeure. The party hereto claiming that an event of Force Majeure has occurred shall give prompt notice of the commencement and cessation of any such event. For the purposes of this clause the expression "Force Majeure" means, but shall not be limited to, labour dispute, fire, pandemia, mobilization, seizure of the aircraft, embargo, insurrection, lack of means of transport, restriction of the use of energy, bankruptcy or delay of a subcontractor, and generally any circumstances which are beyond the control of the parties hereto and hinder performance by one party hereto of its/his/her obligations here under. If an event of Force Majeure continues for a period exceeding three (3) months either party hereto shall be entitled to terminate the order by notice in writing without incurring any further liability.


15  Termination of Orders

15.1 SAI may terminate Customer orders at any time by written notice, if Customer commences winding-up, becomes insolvent, commits any act of bankruptcy or if a receiver, trustee or custodian is appointed of the Customer property. On termination SAI will have no further obligation to the Customer under the order, and the Customer will reimburse SAI`s termination cost including a reasonable allowance for profit.

15.2 In the event of a cancellation by the Customer of a confirmed slot or work order, SAI reserves the right to invoice all accumulated costs.

(i)   In case work orders are cancelled less than 28 days in advance 50% of the quoted value might be charged by SAI.

(ii)  In case work orders are cancelled less than 14 days in advance the full quoted value might be charged by SAI.


16  Securities

16.1 SAI reserves its ownership rights on all parts / material supplied or installed until full payment of all invoices under the respective contract has been made.

16.2 Until full payment of the price for the respective order is made, SAI is entitled to a right of retention of the part, component and/ or material on the subject matter which was delivered to SAI to perform its services. This right to retention will be also established to secure any SAI claims from previous orders or from the total business relationship. In case of non-payment by Customer, both partiesagree here with that SAI shall have a contractual lien on the subject matter delivered to SAI to perform its services in addition to the right of retention. This contractual lien will be also established to secure any SAI claims from previous orders or from the total business relationship.


17  Governing Law and Jurisdiction

17.1 SAI and Customer agree that the provisions and these GTC, all transactions executed here under and all relationships between the parties hereto in this connection shall be construed under, governed and interpreted in all respects by the laws of Switzerland; the Convention on the International Sale of Goods (CISG) shall not apply.

17.2 All disputes, controversies or differences, which may arise between SAI and Customer out of or in relation to or in connection with these GTC, or breach there of, shall be exclusively and finally settled by the Commercial Court of the Kanton of St. Gallen (Handelsgericht), Switzerland.

17.3 However, the courts of general jurisdiction may, on request of a party hereto, order provisional protective measures in exclusive jurisdiction. The competent court has to specify a certain period of time within which the action to prosecute the claim must be brought to the agreed Commercial Court of the Kanton of St. Gallen (Handelsgericht).

17.4 In case individual provisions of these GTC shall be or become invalid, the validity of the remaining clauses of the GTC will not be affected thereby.