Applicability

1. These standard terms and conditions shall apply to all services rendered to the client by Aero Design Ltd unless another agreement between the client and Aero Design Limited has been explicitly made in writing pertaining to a specific project or product.
2. Issuing Aero Design Limited with a purchase order or technical directive to begin rendering services to the client shall be taken as acceptance of our standard terms and conditions where the project for which the order was placed does not have it’s own specific terms and conditions previously agreed in writing between the client and Aero Design Limited.

Price and Schedule

1. The price quoted is exclusive of any applicable sales taxes, CAA levies or fees of a similar nature.
2. The price quoted does not include the cost of test article fabrication, test preparation, testing or inspections unless explicitly included in the quotation.
3. The price is quoted based on an hourly rate and is an estimate of the expected costs given the available information and expected scope of work and shall not be binding on Aero Design Ltd where the scope is increased due to unforeseen circumstances, or causes beyond Aero Design Ltd’s reasonable control.
4. Aero Design Ltd shall seek approval to proceed from the client prior to incurring any costs beyond those quoted.
5. The completion date of any task, as indicated in any Schedule, is an estimate based on the available information and expected scope of work and shall not be binding on Aero Design Ltd. Aero Design Ltd does however recognize the importance of the Completion Date for the project and undertakes to achieve completion by the programmed date unless delayed due to unforeseen circumstances or causes beyond Aero Design Ltd’s reasonable control.
6. The price is valid for 30 days from the date of quote.

Changes to the Scope of Supply

1. All changes, alterations or additions to the scope of supply are to be made in writing including, letter, memo, facsimile or email format. No responsibility is accepted for any verbal instructions, requests, information, advice or representations.
2. Unless confirmed otherwise in writing by Aero Design Ltd, any changes, alterations or additions to the scope of work whether made in writing or verbally, shall incur additional costs based on the additional time taken and the standard hourly rate applicable at the time of invoicing, plus any other additional costs or fees incurred.

Terms of Payment

1. In accordance with normal professional practice, Aero Design Ltd shall invoice the client for the net sum due to the partial fulfilment of the Services on a monthly basis where applicable. This condition shall apply where the extent of the work conducted is such that the duration of the work extends beyond the end of a calendar month.
2. The client shall pay the price of the Services within 30 Days after the date of invoice or on the 20th of the month following the date of issue of the invoice, whichever is the sooner, notwithstanding that complete delivery of the services may not have taken place. The time of payment of the price shall be the essence of the Contract.
3. Unless credit facilities have been arranged by prior agreement (see Credit below), the Certificate of Approval (Form 337), releasing the aircraft for service, product, or right to use letter shall only be delivered by Aero Design Ltd once all outstanding invoices have been paid in full.
4. No order, which has been accepted by Aero Design Ltd, may be cancelled by the Client except with the agreement in writing of Aero Design Ltd. At Aero Design’s discretion, a cancellation fee of 20% of the quoted project price or actual accumulated costs and disbursements to the date of cancellation, whichever is the greater, shall be incurred by the client.
5. If the Client fails to make any payment within 10 working days of the due date then, without prejudice to any other right or remedy available to Aero Design Ltd, then Aero design Ltd shall be entitled to:
   1. Cancel the order or suspend any further work;
   2. Appropriate any payment made by the Client to such of the Work (or the services supplied under any other contract between the Client and Aero Design Ltd) as Aero Design Ltd may think fit (notwithstanding any purported appropriation by the Client);
   3. Charge the Client interest (both before and after any judgement) on the amount unpaid, at the rate of 2.5 per cent per month above the current 90 day bank bill rate, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest) and;
6. If an Event of Default occurs, and without prejudice to any other rights, powers or remedies Aero Design Ltd may have, all Amounts Owing shall immediately become due and payable notwithstanding that the due date for payment has not arisen.
7. This Condition applies if:
   1. The Client fails to perform or observe any of its obligations hereunder or is otherwise in breach
   2. of the Contract; or
   3. The Client becomes subject to an administration order or makes any voluntary arrangement with its creditors or (being an individual or partnership) becomes bankrupt or (being a company) goes into liquidation; or
   4. An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or
   5. The Client ceases, or threatens to cease, to carry on business; or
   6. Aero Design Ltd reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly.
8. If Condition (e) applies then, without prejudice to any other right or remedy available to Aero design Ltd, Aero Design Ltd shall be entitled to cancel the Contract or suspend any further services under the Contract without any liability to the Client, and if the Services have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
9. All expenses, costs, fees and disbursements including legal and debt collection agency fees incurred by Aero Design Ltd in recovering any fees and other amounts payable under these Terms shall be recoverable from the Client as part of the contract price.

Trustee Liability

1. If the client is a trust, the Contract will bind each trustee of that trust and each trustee personally. The Company’s rights against each trustee will only be limited if the trustee is an independent trustee (not being a trustee who has a right to or interest in any of the assets of the trust except in the trustee’s capacity as trustee of that trust). The liability of an independent trustee shall be limited to the assets of the trust. However, this shall not affect the liability of an independent trustee who has guaranteed, in his or her personal capacity, the Customer’s obligations under the Contract.

Credit

1. Credit facilities may be extended by Aero design on receipt of suitable references and a completed credit application form.
2. Aero Design Ltd is not obliged to extend credit to any client and may grant, withdraw or deny credit to the client at any time, at its discretion.
3. Aero Design Ltd is not obliged to accept orders from any client who has not supplied references satisfactory to Aero Design; if at any time Aero Design Ltd is not satisfied as to the creditworthiness of the Client, it may give notice in writing to the Client that no further credit will be allowed to the Client, in which event the Client shall be required to give security deposits in respect of Services already delivered and no further Services will be delivered to the Client other than against cash payment and notwithstanding any payment terms contained in the Contract, all amounts owed by the Client to Aero Design Ltd shall be immediately payable in cash. Aero Design may suspend work if the credit limit is exceeded and payment is not received by Aero Design Ltd when invoiced.

Title of Goods & Services

1. Unless credit facilities have been arranged by prior agreement, Title of the Services shall not pass to the Client until Aero Design Ltd has received in cash or cleared funds, payment in full for the price of the Services agreed to be provided to the Client, for which payment is then due. This shall include any Approval to be issued by Aero Design Ltd for modifications to be embodied as part of the Services.

Intellectual Property

1. All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, creations, designs, models, analysis, engineering details, discoveries, techniques, inventions, processes, or works of authorship, software improvements produced, developed or created by Aero Design Ltd or its personnel during the course of rendering services to Clients, excluding any concepts, data, designs, or works of authorship provided to Aero Design Ltd by the customer, shall be and shall remain the sole and exclusive property of Aero Design Ltd.
2. Any documents delivered to the customer during the course of rendering services to the customer via electronic transmission or physical delivery of documents shall become the property of the customer upon receipt of payment and may be used by the customer for the purpose the document was provided unless agreed upon otherwise between Aero Design Limited and the customer in writing.
3. The purpose of deliverables provided to the customer is for providing information to carry out fabrications, installations, inspections as part of embodiment of the modification or design, for providing instructions for operation and continued airworthiness, and for compliance with legal requirements.
4. Clients shall not reverse engineer, de-compile, derive, or disassemble the deliverables and will take appropriate steps to prevent any third party from so doing.
5. The Client will regard as confidential the Contract and all information obtained by the Client relating to the business and/or products of Aero Design Ltd and will not use or disclose to any third party such information without Aero Design Ltd’s prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Client’s default;
6. The Client will use all reasonable endeavors to ensure compliance with this condition by its employees, servants and agents. This Condition shall survive the termination of the Contract.

Confidentiality, Publications And Endorsements

1. The Client undertakes to Aero Design Ltd that:
   1. The Client will regard as confidential the Contract and all information obtained by the Client relating to the business and/or products of Aero Design Ltd and will not use or disclose to any third party such information without the Aero Design Ltd’s prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Client’s default;
   2. The Client will not use or authorize or permit any other person to use any copyright, name, trade mark, house mark, emblem, symbol or other intellectual property which Aero Design Ltd is licensed to use or which is owned by Aero Design Ltd upon any premises, notepaper, visiting cards, advertisements or other printed matter or in any other manner whatsoever unless such use shall have been previously authorized in writing by Aero Design Ltd and (where appropriate) its licensors;
   3. The Client will use all reasonable endeavors to ensure compliance with this condition by its employees, servants and agents. This Condition shall survive the termination of the Contract.