TERMS AND CONDITIONS

All orders accepted by Advanced Logistics for Aerospace (UK) Limited trading as ALA UK (the Vendor) are subject to the following express Terms and Conditions which shall be substituted for any other Conditions which may appear on any Order form or Correspondence unless expressly agreed to in writing by ALA. Each order or acceptance of a quotation for Goods by the customer from ALA shall be deemed to be an offer by the customer to buy the goods subject to these Terms

· GENERAL CONDITIONS. ALA will not be held responsible for any delay or cancellation of any contract if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control including but not limited to Acts of God, labour Disputes, War, Accidents, Flood, Dearth of Raw Materials, New Duties or Laws including Export Licence Regulations imposed by Government. Or any other unavoidable circumstances and all quotations are given and orders accepted subject to the “Force Majeure” clauses.

· QUOTATIONS. Quoted prices and dispatch times are valid for 30 days from date of quotation unless otherwise agreed in writing.

· ACCEPTANCE. No orders shall be deemed accepted by us other than upon a receipt of our official Acknowledgement. Note for the sake of good order Stock items are subject to being unsold at time of order and no responsibility can be assumed by ALA for the unavailability of any such items.

· PRICE. The price acknowledged on acceptance of an order is based upon the cost of materials, labour, transport and statuary obligations ruling at the date of acknowledgement. If between that date and completion of the work, variations, either by rise or fall, shall occur in these costs, then the price shall be amended to provide for these variations. Unless otherwise agreed by ALA in writing, the price for the goods shall be the price set out in ALA’s price list published on the date of delivery or deemed delivery of the goods. Every endeavour will be made to execute the work at the price acknowledged. The time for payment shall be of the essence. All prices quoted and acknowledged are net of UK VAT.

· DISPATCH. Every endeavour will be made to execute the work in the time stated, but no liability is accepted in regard thereof. All dates quoted or acknowledged are estimated dates for dispatch from works. ALA reserve the right to part ship orders unless specific instructions are given by the customer in writing.

· CARRIAGE & PACKING. Carriage and Packing is charged extra at cost at time of dispatch. Carriage will only be arranged at the written request of the customer otherwise all goods are deemed to be ex-works packed.

· QUANTITIES: Every endeavour will be made to dispatch correct quantities ordered. Owing to difficulty in the measuring of exact quantities of some products ALA reserve the right to deliver 10% more or less in completion of any order where this difficulty exists, the same to be charged or deducted pro-rata.

· SHORTAGES: Any shortages must be reported in writing within five (5) working days from receipt of goods.

· DIMENSIONAL TOLERANCE. In the absence of our written agreement to the contrary ALA do not undertake to check the size and tolerances of items supplied.

· MATERIALS AND MATERIAL FINISHES. ALA only procure from approved sources and order to National Standards where applicable. All materials and material finishes are checked against available specifications and certificates of conformity. This is the extent of ALA’s inspection and no warranty is given or implied as to the suitability of materials and material finishes used by the manufacturer or their intended use.

· SPECIAL DISPATCHES/AIRCRAFT ON GROUND (AOG). Should dispatch be required urgently outside normal manufacturing times, every effort will be made to secure such items within the specified time limit. The customer in such cases must make reasonable allowance and extra charge will be made for such items for special dispatch. All additional costs including out of hours working extra or special transport costs incurred will be charged to cover the enhanced costs.

· SUSPENDED OR SPREAD OVER ORDERS. In the absence of our written agreement to the contrary, goods will be dispatched and invoiced when delivery from the manufacturer/supplier is completed. Unless otherwise agreed by ALA in writing payment of

the price for the goods is due by the end of the month following the date of the invoice or deemed delivery of the goods. In the event of the customer requesting dispatch of goods to be postponed or extended over a long period, ALA retain the right to purchase total quantities and amend the price to reflect the revised conditions. Dispatch may not be postponed or extended, unless by contract, for more than one year from the date of the order.

· CANCELLATION. In the event of cancellation of whole or part of an order, the Customer shall pay for all goods received by ALA. In the event of a cancellation charge being levied by the Supplier to ALA this shall be passed onto the customer in full plus administration charges.

· PAYMENT TERMS. Strictly Net, if credit facilities have been agreed, payment is due by the end of the month following the date of the invoice, unless otherwise agreed in writing. Delivery of further orders may be suspended if payment is delayed and credit facilities may be withdrawn. Additionally a charge on overdue accounts may be made, at a rate of 2% over base rate as applied by the Barclays Bank per month (compound) of the total balance outstanding at the start of any month.

· TITLE OF GOODS. Title in the goods does not pass until full payment has been received, Until such time as full payment is received the purchaser is to be the vendor’s agent in respect of the goods and will have a fiduciary duty to account for any monies received or debt created on the further sale of the goods supplied. The goods are at the risk of the customer from the time of delivery. Where the customer has an administrator appointed or makes any arrangements or compositions with his creditors or any other proceedings are commenced relating to the insolvency or possible insolvency of the customer. ALA has irrevocable licence to enter the customer’s premises to inspect and recover any goods. Whether as a separately identifiable item or as part of another product sold or disposed of by the original purchaser of goods further if payment is not received and the purchaser should be wound up or a receiver appointed over the whole or part of the purchasers undertaking or an execution of distress levied against the purchaser ALA shall be entitled to enter and repossess the goods. ALA’s rights contained in this clause 15 shall remain in full force and effect not with standing the termination of the contract howsoever caused.

· DEFECTIVE GOODS. All products are purchased from approved sources and are subject to batch traceability. Any item(s) found defective will be returned to the supplier for replacement provided ALA is notified within 1 month of receipt by the customer and written details of the defect are received before being returned to ALA by the Customer. Reasonable endeavours will be made to ensure proper replacements are made. ALA shall endeavour to transfer to the customer the benefit of any warranty or guarantee given to ALA by the manufacturer. ALA will not be responsible for claims beyond replacement of such products.

· WARRANTY. All information, recommendations and descriptive material about products supplied by ALA are based upon manufacturer specifications and are believed to be reliable but do not constitute a warranty. All products supplied by ALA are sold on the understanding that the purchaser will independently determine their suitability for their purpose. No employee, representative or agent is authorised to give any guarantee or warranty whatsoever. All warranty claims will be passed to the ALA supplier if applicable for investigation and resolution.

· LOSS IN TRANSIT. No responsibility will be taken for loss or damage of goods ordered by customers while in transit. Where ALA has been requested to arrange transport full insurance cover will be taken out and the cost passed onto the customer.

· CUSTOMER’S PROPERTY. Whilst every care will be taken of Customer’s property in ALA’s possession, no liability can be accepted for loss, damage by Fire, Theft or any other means.

· LEGALITY; all goods are supplied on the strict understanding that the ultimate destination for them does not contravene the laws of the United Kingdom, United States or the destination country.

· DISPUTES: Any dispute arising will be subject to resolution under the laws and statutes of England & Wales and resolution will be through the Courts of those countries.

· CONFIDENTIALITY: Each party agrees and undertakes that it will keep confidential and will not use for its own purposes nor without the prior written consent of the other party disclose to any third party all information of a confidential nature (including trade secrets and information of commercial value), which may become known to such party from the other unless such information is public knowledge (other than by breach of this condition) or is required to be disclosed by a court of competent jurisdiction.

SUPPLIERS ONLY

· RECORDS: it is a requirement that suppliers must retain in any Media form, records regarding lot traceability of all items supplied to ALA for at least twenty five years.

· DRAWINGS: full drawing control must be in place at the manufacturer/supplier. And that the latest issue is used in all manufacturing processes of the goods supplied to ALA, unless otherwise agreed or requested by ALA in writing. ALA should be notified if the drawing(s) being used is more than twenty years old.

· OBSOLESCENCE: any part ordered by ALA is assumed to be of current manufacture and specification. If however the item(s) are either obsolete are about to become obsolete ALA must be informed in writing. Where an alternative is offered full specifications and test reports must be supplied to ALA.

· FLOW DOWN: ALA reserves the right to flow down any other conditions or requirements placed upon it by its own customer(s) including the right to on-site QA inspections by ALA or its customer.

· NON CONFORMING PRODUCT: It is the responsibility of the supplier to notify ALA in the event of the supply of product later found to be nonconforming. Furthermore it is the supplier responsibility to seek authorisation from ALA in regards to the disposal of such stock.

· SOURCE/PRODUCT CHANGE: It is the responsibility of the supplier to notify ALA in the event of a product or process change. This also covers any source change or a change of manufacturing facility location that may have an impact on our vendor approval process. In the case of the latter, approval from ALA must be sought prior to the acceptance of any order.