TERMS AND CONDITIONS OF SALE

  1. GENERAL CLAUSES

All deliveries made by KIT AERO are made under these general terms and conditions of sale, which shall be solely applicable, to the express exclusion of the Buyer’s general terms and conditions of purchase, or any other document coming from it, unless expressly accepted by us.

  1. PRICE AND BILLING

The prices are expressed excluding taxes, and all taxes to be added shall be the responsibility of the Buyer. Their nature (firm or revisable), period of validity and amount are indicated in the special conditions.

The prices in our quotes are based on the economic conditions in effect on the day of our offer, and are subject to revision within the framework of current regulations. Price variations may not, under any circumstances, be a reason for cancelling the order.

A minimum billing amount may be applied for products of low unit value.

Export deliveries will be billed without applying VAT, in accordance with article 262 Ter-1 of the General Tax Code.

  1. ORDER CONFIRMATION, MODIFICATIONS

Only orders that KIT AERO has accepted and confirmed in writing are considered as firm orders. Any modification or cancellation of the order requested by the Buyer can only be taken into consideration if it has been received in writing before the fulfilment has started, before production or shipment of the products in the event that they do not require any implementation.

If KIT AERO does not accept the modification or cancellation of the order, any partial payments made by the Buyer will not be returned.

KIT AERO reserves the right, at any time, to modify the products that are proposed to the Buyer and/or to interrupt the commercialisation of products appearing in the catalogue and/or in the quote, without this being able to result in payment of any compensation or damages to the Buyer.

  1. DELIVERIES – COMPLAINTS

Our supplies are always provided with the usual tolerances for the quantities requested and the Buyer agrees, in any event, to pay the price corresponding to the quantity delivered.

KIT AERO incurs no liability if the product has not been packed, in the absence of a specific commitment on its part and in this regard in the special conditions.

A delay in delivery can in no way engage our responsibility, nor serve as a pretext for order cancellation, nor give rise to penalties.

Delivery timeframes are only provided for informational purposes. Failure to meet the deadline can only engage our responsibility if we have expressly accepted it as a firm deadline.

By express agreement, unloading at the place of delivery is done exclusively under the responsibility and care of the Buyer, regardless of the participation of our driver in these operations, or the transporter chosen by us or by the Buyer.

If shipment of our products is delayed due to the Buyer, a provision invoice may be issued and would be payable within the same timeframe as if the product had been shipped on the date specified in the contract, without prejudice to the possibility of billing warehousing costs.

Our products are always deemed to be sold upon departure and travel at the risk of the addressee, even if the price is established carriage-free.

Any reservation concerning the delivery of our products must be expressed immediately to the transporter and confirmed by registered letter to the transporter and to KIT AERO within three (3) working days following receipt.

No complaint can be validly accepted if these formalities are not respected by the Buyer. As quickly as possible and at its expense, KIT AERO will replace products delivered for which the lack of conformity has been duly proven by the Buyer. Unless formally agreed in advance, KIT AERO will not participate in any machining costs.

Delivery times run from the latest of the following dates: that of order acknowledgement, those when information, partial payment or supplies that the Buyer had agreed to provide are sent to KIT AERO.

KIT AERO is automatically released from any commitment relating to delivery times if the payment terms have not been respected by the Buyer.

KIT AERO is automatically released from any time commitment relative to its deliveries and expressly reserves the right to suspend it:

– in the event that the technical or commercial information, specifications, etc. to be provided by the Buyer are not received in due time by KIT AERO;

– in the event of force majeure, as defined below, or events such as: worker conflicts, war, interruption or delay in transport or any other cause leading to a total or partial work stoppage at KIT AERO or at the sites of its suppliers.

Force majeure: Under no circumstances can KIT AERO be held liable, and no compensation can be claimed, for delays or harmful consequences due to force majeure, which is understood, in accordance with article 1218 of the Civil Code, as an event beyond its control, which cannot be reasonably foreseen at the time of establishment of the contract, whose effects cannot be avoided by appropriate measures and which prevents the performance of its obligation.

Any delay in delivery due to an event representing a case of force majeure will result, at the choice of KIT AERO, in either outright termination of the contract or extension of the delivery times, without the Buyer being able to claim any compensation.

Without being exhaustive, cases of force majeure or events beyond the control of KIT AERO include natural disasters, acts or omissions of third parties or governmental authorities (including the refusal or an abnormally long period of approval of export licenses), regulatory, legislative or military authorities, changes in the law, an export ban enacted by the government of the country of origin of the product, stock shortages, insurrection, war, terrorist attack, delays in transport or disruption in the use of human and material resources, improper requisition or retention of the property by a French or foreign authority, lockout, epidemic or pandemic (such as Covid 19, notably with restrictions on activity, movement or supply resulting therefrom), fire, flood, storms, tooling accidents, scrapping of important parts during manufacture, earthquakes; blocking of means of telecommunications or energy supply; removal or prohibition, temporary or permanent, and for any reason whatsoever, of access the Internet or telecommunications resources, the cause of which is beyond KIT AERO’s control; legislative or regulatory requisitions restricting KIT AERO’s freedom of action.

KIT AERO will inform the Buyer in due time of these events.

Suspension of the obligations cannot under any circumstances be a cause of responsibility for non-execution of the obligation in question, nor result in the payment of damages or late penalties, deferred payment or modified payment for the products. In such a case, the Parties agree to come together, in good faith, to seek any alternative solution.

However, once the cause of suspension of their reciprocal obligations has ceased to exist, the Parties will make every effort to resume, as quickly as possible, normal fulfilment of their contractual obligations.

In the event that delivery is prevented due to a change in the legal or regulatory import conditions, KIT AERO has the right to terminate the contract or, if it so wishes, modify it in agreement with the Buyer.

  1. QUANTITIES DELIVERED

The quantities invoiced are those actually delivered. For products or parts sold at a set price, the weights indicated in the quote or contract are only approximate and cannot under any circumstances be the cause of a complaint. Products or parts sold by weight, or by the meter, are invoiced on the basis of the quantities actually delivered, which may vary by about 10 %, upward or downward, compared to the quantities ordered, unless otherwise agreed.

  1. QUALITY – PRODUCT APPROVAL

When our products are requested without special quality conditions, the Buyer may not require anything other than the standard quality in effect for the product in question. The choice of supply (its characteristics, quality, etc.) is solely the responsibility of the Buyer, as KIT AERO is not always able to assess or judge the appropriateness of the Buyer’s choice.

KIT AERO declines all responsibility for errors in the design or manufacture of delivered products and for the intended use of them by the Buyer if the latter has not expressed, in writing with the order, the necessary indications and specifications as well as any particular suggestions.

In the event of non-compliance with the order, the complaint is only admissible, if the defect is apparent, within three (3) working days, sent to KIT AERO by registered mail with acknowledgment of receipt.

Defects of material, even hidden, as well as dimensional errors, only obligate KIT AERO to replace the products in question outright, without any compensation, and the products thus replaced remain its property.

No product may be returned without our prior approval. Any product returned without this agreement cannot be accepted by our staff.

Under no circumstances can KIT AERO be held responsible:

  1. a) in the event of an order placed by the Buyer for products in lieu of other products for a particular use without having informed KIT AERO and obtained its express agreement;
  2. b) in the event of personal injury or property damage of any kind whatsoever, whether due to improper use of the product in violation of the characteristics established by the manufacturer or to exposure of the product to external influences likely to damage it such as, in particular, transport, storage by the Buyer under inadequate conditions or subjecting components to excessive stress (mechanical, electrical or thermal), etc.;
  3. c) in the event of notification of a defect of the product made beyond the period of three (3) working days after receipt of the product;
  4. d) when third parties, other than the Buyer, are concerned.

 

7 – ENVIRONMENT AND SUSTAINABLE DEVELOPMENT

7.1 In the absence of any indication in this regard, the packaging is considered to be non-returnable. Payment for non-returnable packaging is always owed by the Buyer and these materials are not taken back by KIT AERO. In the absence of any special indication in this regard, the packaging is prepared by KIT AERO, who acts in the best interests of the Buyer.

Reusable packaging remains the property of KIT AERO. It is entrusted to the Buyer under its responsibility. This packaging is the subject of a consignment and/or rental invoice. If this packaging is not returned within the customary time limits in the profession, a sale invoice will be sent to the Buyer.

 

7.2 Waste Management: The Parties agree to comply with the provisions of the Environment Code relating to the management of waste made up of electrical and electronic equipment (in particular articles R543-171-1 to R543-206-4) and, notably, regarding the removal and treatment of said waste. Failure by the Buyer to comply with its obligations may result in the penalties specified in the Environment Code, which the latter expressly acknowledges.

 

  1. GUARANTEE AND LIABILITY

8.1 KIT AERO agrees to remedy any defects of operation resulting from a defect in design, materials or execution (including assembly if this operation is entrusted to it) within the limit of the provisions hereafter. The obligation of KIT AERO does not apply in the event of a defect resulting from either materials supplied by the Buyer or from a design imposed by the latter.

Any guarantee is also excluded for incidents resulting from unforeseen circumstances or force majeure, as well as for replacements or repairs that result from normal wear and tear of the product, damage or accidents resulting from negligence, improper installation, monitoring or maintenance, or abnormal use that does not comply with the instructions of KIT AERO for this product or inadequate storage conditions.

 

Unless otherwise expressly indicated by the Parties, the KIT AERO guarantee will be limited to twelve (12) months from the day of delivery of the product to the Buyer. In the event that the manufacturer’s warranty is granted for a longer period than that specified in these general terms and conditions, KIT AERO agrees, at the request of the Buyer, to transfer this warranty to the latter, subject to having obtained the prior and express consent of the manufacturer.

This guarantee is not applicable to certain products such as consumables. The guarantee is only applicable in the context of use in accordance with the expected uses of the products concerned.

To benefit from the guarantee, the Buyer must:

  1. a) notify KIT AERO, without delay and in writing, of the defects it attributes to the products and provide any justifications as to the reality thereof;
  2. b) give KIT AERO every opportunity to observe these defects and remedy them;
  3. c) refrain, except with the express agreement of KIT AERO, from doing the repair itself or having it done by a third party, from modifying or having any element of said product modified by a third party.

Once KIT AERO has been notified, it is responsible for remedying the defect at its cost and without delay. It reserves the right to modify the mechanisms of the product, if necessary, so as to meet its obligations. The work resulting from the guarantee obligation is performed, in principle, in the workshops of KIT AERO unless stipulated otherwise, after the Buyer has returned the defective product or parts to the latter at its expense for repair or replacement.

Nevertheless, in the event that, given the nature of the product, the repair must take place at the Buyer’s place of installation, KIT AERO shall cover the labour costs corresponding to this repair, excluding the time spent making the products available under guarantee.

 The costs of transporting the product or defective parts, as well as the costs of returning the product or parts, repaired or replaced, are the responsibility of the Buyer, as well as in the case of repair at the place of installation, the travel and living expenses of the KIT AERO personnel. Parts replaced free of charge are made available to KIT AERO and become its property.

8.2 If KIT AERO is held liable by the Buyer for any direct loss or damage suffered by the Buyer, the Buyer’s right to compensation would be limited, all causes included, to the selling price of the products that are the subject of the claim. Under no circumstances is KIT AERO liable for indirect and/or consequential losses. Indirect damage includes any financial or commercial loss, any loss of turnover, profit, data, orders, customers or reputation, as well as any action against the Buyer by a third party.

In any case, KIT AERO cannot be held liable in the event that non-performance of its obligations is attributable to either the unforeseeable and insurmountable act of a third party to the contract or to a case of force majeure. In this case, compensation or damages cannot be claimed from KIT AERO.

The products sold by KIT AERO may not be used for any purpose other than that intended by the manufacturer and in accordance with the specifications established by it.

In the event of use by the Buyer for a purpose other than that specified herein, the latter shall be solely liable. Under such circumstances, the Buyer agrees to indemnify KIT AERO, in full and on first demand, and the manufacturer against any claim which could be sent to them as a result of use of the products for a purpose other than that intended by the manufacturer, including the legal and judicial costs that could result from such claims.

  1. PAYMENT

Our supplies are payable to the headquarters of KIT AERO. The time frames and the method of payment must be the subject of an explicit agreement in the contract. In the absence of such agreement, payment shall be made at the time of order placement.

The starting point for the payment of our invoices is the date of shipment of the product or that of its availability in the event that the Buyer provides its own transport.

Failure to pay all or part of the price by its due date renders the entire amount of our claim due immediately. Failure by the Buyer to pay an invoice by its due date results in forfeiture of the term of payment granted for other invoices, even if they have given rise to effects already put into circulation, and KIT AERO shall have the possibility of immediately cancelling all payment facilities and special commercial conditions granted.

In this case, KIT AERO will also have the right to suspend or cancel, without notice, execution of the contract or outstanding orders and to require payment in cash before shipment of any new supplies, regardless of the conditions previously agreed for this supply.

In accordance with article L.441-10,II of the Code of Commerce, in the event that the sums due are not paid by the payment due date appearing on the invoice, they will accrue interest at a rate of at least 10%. These late penalties will be calculated on the amount including tax of the purchase price appearing on said invoice. They will be due to KIT AERO automatically and by right, without any formalities or prior notice and without prejudice to any other action that KIT AERO could be entitled to bring in this regard against the Buyer. In case of early payment, the discount conditions are defined on the invoice.

In accordance with article D.441-5 of the Code of Commerce, in,  addition to late penalties, any Buyer in a situation of late payment automatically owes KIT AERO a set fee for collection costs in the minimum amount of 40 €. If the collection expenses incurred are greater than the amount of this set fee, KIT AERO may demand additional compensation with supporting documentation.

If KIT AERO has concerns about the solvency of the Buyer, it may, at any time, require the financial guarantees deemed necessary or modify the terms of payment. In case of refusal, KIT AERO may cancel the order or terminate the remaining portion to be executed.

The Buyer will be required to reimburse us for all costs incurred due to the unpaid amount, including bank, protest and stamp fees.

If there is any change in the situation of the Buyer (incapacity, death, transformation or dissolution of a company, sale, contribution to a company or transfer of business in any form whatsoever, reorganisation or liquidation) we reserve the right to terminate all or part of the sales concluded.

Repair and maintenance work, as well as additional supplies or supplies delivered during assembly, are invoiced in addition on a monthly basis and payable in cash, net and without discount.

  1. RETENTION OF OWNERSHIP

In the event of non-payment by the Buyer of all or part of the price of the order, KIT AERO reserves, until full payment, a right of ownership for the products sold, allowing it to repossess said products and the Buyer retains, in any case, the Buyer’s risks for the product. Payment is deemed complete upon full and effective receipt of the price, with the understanding that the remittance of drafts or payment instruments does not constitute payment but rather a simple payment obligation. The Buyer expressly accepts this reservation and all its consequences.

 

Consequently, in the event of non-payment of all or part of the price in any way whatsoever,  such as an unpaid bill of exchange on the due date or simple payment default contrary to the conditions of sale of KIT AERO, the sale will be resolved immediately, by right and with retroactive effect, fifteen (15) days after dispatch of a registered letter with acknowledgment of receipt or an order to pay which has been to no avail.

In the event of resolution due to failure to pay in full, the Buyer must immediately return to KIT AERO the products sold and delivered. Any partial payment made by the Buyer will be retained by KIT AERO as set compensation, without prejudice to any other actions that it could be entitled to bring against the Buyer as a result.

  1. TRANSFER OF OWNERSHIP – TRANSFER OF RISKS

The transfer of ownership of the products of KIT AERO to the Buyer shall only take place after complete payment of the price by the buyer, regardless of the date of delivery of said products.

Transfer of the risks of loss and deterioration of the products will take place upon delivery and receipt of said products by the Buyer, which must insure the products upon delivery and throughout the duration of the retention of title.

  1. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights derived from these terms and conditions of sale belonging to KIT AERO or the manufacturer shall remain their property, permanently and exclusively. KIT AERO or the manufacturer retains full ownership of all intellectual property rights for its projects, studies and documents of any kind, which may not be communicated, used or implemented without its written authorisation. KIT AERO or the manufacturer remains the owner of any studies or documents remitted or sent to the Buyer. They must be returned to the owner upon request.

In addition, the technology and know-how, patented or not, incorporated into the products and services, as well as all industrial and intellectual property rights relating to the products and services, remain the exclusive property of KIT AERO or the manufacturer. Only a right to use the products on a non-exclusive basis is granted to the Buyer.

In cases where the products sold include the use of software or intellectual property rights, the use and exploitation of such software and rights are granted to the Buyer under the conditions stated in the license agreement relating to the software or rights in question.

Nothing in these terms and conditions makes it possible to assume that the rights granted may be used for any other purpose or in any other way than those expressly provided for in the aforementioned license agreements. Any reproduction, representation, use or adaptation, in any form whatsoever, and even partial, without the express and prior consent of KIT AERO is strictly prohibited and constitutes infringement.

  1. TRANSFER

 

The Buyer is prohibited from transferring, in whole or in part, for any reason and in any form whatsoever, for consideration or free of charge, any of its rights and obligations arising from the sale contract to a third party without the prior written consent of KIT AERO. In the event of a change of control of the Buyer or a restructuring operation, the Buyer agrees to inform KIT AERO of this without delay. In this case, continuation of the contractual relationship will be subject to the express prior agreement of KIT AERO. The Buyer further acknowledges that the officers, shareholders and form of the legal structure of KIT AERO may be freely modified without affecting the validity of this document. In general, KIT AERO may substitute any person of its choice for execution hereof without this affecting the validity of the document.

 

  1. UNFORESEEN CIRCUMSTANCES

In case of an unforeseeable economic or commercial event occurring after establishment of this contract, rendering its execution prejudicial to one of the Parties, they will come together to examine the situation and try to restore the initial balance.

The Parties have a period of thirty (30) days from the written request by registered mail with acknowledgment of receipt to agree on new terms of performance of the contract. During the negotiation period, execution of the contract will be suspended, unless otherwise agreed by the Parties.

In the event of agreement between the Parties, an amendment will specify these new terms and conditions.  At the end of this thirty (30) day period, in the event of disagreement, the Parties will arrange for the termination of the contract.

By unforeseeable event, the Parties notably mean:

– any new legislative, regulatory or administrative provisions;

– any annual increase of more than 10% in expenses related to performance of the contractual services.

 

 

  1. MISCELLANEOUS

 

15.1 The Buyer is responsible for all control procedures for export product and agrees to remain familiar with and apply all legislation in effect and to obtain any export or re-export licence, if necessary. The Buyer’s liability is called into question for any breach of these obligations.

 

15.2 The Parties elect domicile:

– for the Buyer, as the address indicated on the quote duly signed by the latter;

– for KIT AERO: 150 Rue Maurice Béjart 34080 MONTPELLIER.

 

To be enforceable against it, KIT AERO must be informed of any change in the Buyer’s address.

 

  1. PERSONAL DATA

 

The Buyer is informed of the regulations concerning Law no.78-17 of 6 January 1978, as amended, relating to data processing, files and freedoms, as well as the General Data Protection Regulation (GDPR) no. 2016-679.

 

  1. ASSIGNMENT OF JURISDICTION

Only French law governs the sales of KIT AERO, to the express exclusion of the Vienna Convention on international sales of goods and to the exclusion of any rule of conflict of laws or others which could lead to the application of any provisions other than those of French law. The procedure will take place in the French language. In the event that these terms and conditions are translated into one or several languages, only the French text shall prevail in case of a dispute.

 

In the event of a dispute arising in relation to the validity, interpretation, execution or termination hereof, their consequences and their aftermath, and after an attempt to find an amicable solution that has not been reached within thirty (30) days after receipt of the request from one of the parties to resolve said dispute amicably, the dispute may be brought before the exclusive jurisdiction of the Commerce Court of Montpellier, regardless of the place of delivery, the methods or the place of payment, even if it is made by domiciled draft, including for summary proceedings, notwithstanding cases of multiple defendants or guarantee claims.

  1. ACCEPTANCE OF THE BUYER

These terms and conditions of sale and our price offers are expressly approved and accepted by the Buyer, which declares and acknowledges having understood them perfectly and, as such, waives the use of any contradictory document and, notably, its own terms and conditions of purchase.

The following general terms and conditions of sale are considered as definitively and irrevocably accepted by the Buyer when its order is placed by email with KIT AERO.