1. DEFINITIONS

In these Terms and Conditions of Sale, "Seller" means The Allen Groupe Switzerland AG, "Buyer" means the person, firm, company or corporation by whom the order is given.

2. THE CONTRACT

2.1
All orders must be in writing, preferably by e-mail, and are accepted subject to these Terms and Conditions of Sale. No terms or conditions put forward by Buyer and no representations, warranties, guarantees or other statements not contained in Seller's quotation or Acknowledgement of Order nor otherwise expressly agreed in writing by Seller shall be binding on Seller.

2.2
The Contract shall become effective only upon the date of acceptance of Buyer's order on Seller's Acknowledgement of Order form or upon the date of fulfilment of all conditions precedent stipulated in the Contract, whichever is the later (the "Effective Date "). If the details of the Services described in Seller's quotation differ from those set out in the Acknowledgement of Order Form the latter shall apply.

2.3
No alteration or variation to the Contract shall apply unless agreed in writing by both parties. However, Seller reserves the right to effect minor modifications and/or improvements to the Services before delivery provided that the performance of the Services is not adversely affected and that neither the Contract Price nor the delivery date is affected.

3. ORDERS, VALIDITY OF QUOTATION AND PRICES

3.1
The Price List provided by the Seller to the Buyer remains valid until Seller’s notification to the Buyer. Should a specific Service or Aircraft not be mentioned in the Price List, the Seller will provide a quotation.

3.2
Orders are made under the form of Purchase Orders, issued by the Buyer according to the Price List provided by the Seller. Should a Purchase Order not respect the prices and conditions provided by the Seller in the Price List and the present conditions, the Seller will advise the Buyer upon receipt of the Purchase Order, which will have to be modified to match the regular prices and conditions.

3.3
Unless previously withdrawn, Seller's quotation for Services not mentioned in the Price List is open for acceptance within the period stated therein or, when no period is so stated, within sixty days after its date.

3.2
Prices are firm and are exclusive of (a) Value Added Tax and (b) any similar and other taxes, duties, levies or other like charges arising outside Switzerland in connection with the performance of the Contract.

3.3
Prices (a) are for Goods delivered EXW (Ex works) Seller’s shipping point, exclusive of freight, insurance and handling unless otherwise stated in the Seller's order confirmation, (b) are for Services performed by Seller’s teams in Seller’s facilities, exclusive of travel expenses in case of off-base project.

4. PAYMENT

4.1
Payment shall be made: (a) in full without set-off, counterclaim or withholding of any kind (save where and to the extent that this cannot by law be excluded); and (b) in the currency of Seller's order confirmation upon receipt of date of invoice unless otherwise specified by Seller’s, (c) by Bank wire onto the Seller’s bank account mentioned at the bottom of all invoices.

4.2
Services will be invoiced at any time after they were completed and the Work Orders issued by the Seller for each Service mentioned in the Purchase Order signed off by Buyer’s representative.

5. DELIVERY PERIOD

5.1
Unless otherwise stated in Seller's order confirmation, all periods stated for delivery or completion run from the Effective Date and are to be treated as estimates only not involving any contractual obligations.

5.2
If Seller is delayed in or prevented from performing any of its obligations under the Contract due to the acts or omissions of Buyer or its agents (including but not limited to failure to provide specifications and/or fully prepared aircraft/or such other information as Seller reasonably requires to proceed expeditiously with its obligations under the Contract), the delivery/completion period and the Contract Price shall both be adjusted accordingly.

6. FORCE MAJEURE

Force Majeure of any kind, unforeseeable production, traffic or shipping disturbances, war, acts of terrorism, fire, floods, unforeseeable shortages of labour, utilities or raw materials and supplies, strikes, lockouts, acts of government, and any other hindrances beyond the control of the party obliged to perform which diminish, delay or prevent the performance of services, production, shipment, acceptance or use of the goods, or make it an unreasonable proposition, shall relieve the party from its obligation to supply or take delivery, as the case may be, as long as and to the extent that the hindrance prevails. If, as a result of the hindrance, supply and/or acceptance is delayed by more than eight weeks, either party shall have the right to cancel the contract. Should the Seller’s suppliers fail to supply him in whole or in part , the Seller shall not be under obligation to purchase from other sources.

7. DELIVERY, RISK & TITLE

Unless otherwise expressly stated in the Contract, the Services will be performed in one of Seller’s facilities (for Switzerland: Basel, Zürich or Geneva). Risk of loss of or damage to the Goods shall pass to Buyer upon delivery as aforesaid and Buyer shall be responsible for insurance of the Goods after risk has so passed.

8. DEFECTS AFTER DELIVERY

8.1
Seller warrants (i) subject to the other provisions of the Contract, good title to and the unencumbered use of the Goods; (ii) that Goods manufactured by Seller and/or Seller’s Affiliates shall conform with Seller's specifications therefore and be free of defects in materials and workmanship. Seller will make good by the supply of a replacement part or parts, any defects which, under proper use, care and maintenance, appear in Goods of Seller’s Affiliates' manufacture and which are reported to Seller within 12 calendar months after their delivery (the "Warranty Period") and which arise solely from faulty materials or workmanship: provided always that defective items are returned to Seller at Buyer’s cost carriage and insurance prepaid within the Warranty Period. Repaired or replacement items will be delivered by Seller at Seller’s cost to Buyer. Goods replaced in accordance with this Clause 10.1 shall be subject to the foregoing warranty for the unexpired portion of the Warranty Period or for ninety days from the date of their return to Buyer (or completion of correction in the case of Services), whichever expires the later.

8.2
Notwithstanding Clause 8.1, Seller shall not be liable for any defects caused by: fair wear and tear; materials or workmanship made, furnished or specified by Buyer; non-compliance with Seller's storage, installation, operation or environmental requirements; lack of proper maintenance; any modification or repair not previously authorized by Seller in writing. Seller's costs incurred in investigating and rectifying such defects shall be paid by Buyer upon demand. Buyer shall at all times remain solely responsible for the adequacy and accuracy of all information supplied by it.8.3 Subject to Clause 10.1, the foregoing constitutes Seller's sole warranty and Buyer's exclusive remedy for breach thereof. No representations, warranties or conditions of any kind, express or implied, shall apply as to satisfactory quality, merchantability, fitness for any particular purpose or any other matter with respect to any of the Goods.

9. PATENT, ETC. INFRINGEMENT

9.1
Subject to the limitations set forth in Clause 10, Seller shall indemnify Buyer in the event of any claim for infringement of Letters Patent, Registered Design, Design Right, Trade Mark or Copyright ("Intellectual Property Rights") existing at the date of formation of the Contract arising from the use or sale of the Goods or Services, against all reasonable costs and damages awarded against Buyer in any action for such infringement, or for which Buyer may become liable in any such action, provided always that Seller shall not be liable to so indemnify Buyer in the event that:(i) such infringement arises as a result of Seller having followed a design or instruction furnished or given by Buyer, or the Goods having been used in a manner or for a purpose or in a country not specified by or disclosed to Seller prior to the date of the Contract or in association or combination with any other equipment or software, or (ii) Seller has at its expense procured for Buyer the right to continue to use the Goods or has modified or replaced the Goods so that the Goods no longer infringe. (iii) Buyer has failed to give Seller the earliest possible notice in writing of any claim made or to be made or of any action threatened or brought against Buyer and/or Buyer has failed to permit Seller, at Seller's expense, to conduct and control any litigation that may ensue and all negotiations for a settlement of the claim, or (iv) Buyer has made without Seller's prior written consent any admission which is or may be prejudicial to Seller in respect of any such claim or action, or (v) the Goods have been modified without Seller's prior written authorization.

9.2
Buyer warrants that any design or instructions furnished or given by it shall not cause Seller to infringe any Intellectual Property Rights in the performance of Seller's obligations under the Contract and shall indemnify Seller against all reasonable costs and damages which Seller may incur as a result of any breach of such warranty.

10. LIMITATION OF LIABILITY

Supplier's maximum aggregate liability for any and all losses, liabilities, expenses (including legal expenses), damages, claims or actions incurred under or in connection with a specific order issued, arising in or by virtue of breach of contract, tort (including negligence), misrepresentation, breach of statutory duty, strict liability, infringement of intellectual property rights or otherwise, shall in no circumstances exceed a sum equal to the total price of the Services in question.

11. STATUTORY AND OTHER REGULATIONS

If Seller's obligations under the Contract shall be increased or reduced by reason of the making or amendment after the date of Seller's quotation of any law or any order, regulation or bye-law having the force of law that shall affect the performance of Seller's obligations under the Contract, the Contract Price and delivery period shall be adjusted accordingly and/or performance of the Contract suspended or terminated, as appropriate.

12. COMPLIANCE WITH LAWS

Buyer agrees that all applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time, including without limitation those of Switzerland, the United States, the European Union and the jurisdictions in which Seller and Buyer are established or from which items may be supplied, and the requirements of any licenses, authorizations, general licenses or license exceptions relating thereto will apply to its receipt and use of goods. In no event shall Buyer use, transfer, release, export or re -export any such goods in violation of such applicable laws, regulations, orders or requirements or the requirements of any licenses, authorizations or license exceptions relating thereto. Buyer agrees furthermore that it shall not engage in any activity that would expose the Seller to a risk of penalties under laws and regulations of any relevant jurisdiction prohibiting improper payments, including but not limited to bribes, to officials of any government or of any agency, instrumentality or political subdivision thereof, to political parties or political party officials or candidates for public office, or to any employee of any customer or supplier. Buyer agrees to comply with all appropriate legal, ethical and compliance requirements.

13. DEFAULT, INSOLVENCY AND CANCELLATION

13.1
Seller shall be entitled, without prejudice to any other rights it may have, to cancel the Contract forthwith, wholly or partly, by notice in writing to Buyer, if (a) Buyer is in default of any of its obligations under the Contract and fails, within 30 (thirty) days of the date of Seller's notification in writing of the existence of the default, either to rectify such default if it is reasonably capable of being rectified within such period or, if the default is not reasonably capable of being rectified within such period, to take action to remedy the default or (b) on the occurrence of an Insolvency Event in relation to Buyer. "Insolvency Event" in relation to Buyer means any of the following: (i) a meeting of creditors of Buyer being held or an arrangement or composition with or for the benefit of its creditors being proposed by or in relation to Buyer; (ii) a chargeholder, receiver, administrative receiver or similar person taking possession of or being appointed over or any distress, execution or other process being levied or enforced (and not being discharged within seven days) on the whole or a material part of the assets of Buyer; (iii) Buyer ceasing to carry on business or being unable to pay its debts; (iv) Buyer or its directors or the holder of a qualifying floating charge giving notice of their intention to appoint, or making an application to the court for the appointment of , an administrator; (v) a petition being presented (and not being discharged within 28 days) or a resolution being passed or an order being made for the administration or the winding-up, bankruptcy or dissolution of Buyer; or (vi) the happening in relation to Buyer of an event analogous to any of the above in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.

13.2 Cancellation of an order by the Buyer after edition of the Purchase Order and 24 hours or less before the beginning of the Service according to schedule will result in a Cancellation fee equivalent to 20% of the value of the Goods or Services originally purchased by the Buyer. If non-refundable expenses were engaged by the Seller upon realisation of the Purchase Order (such as but not limited to car rental, accommodation booking, specific products or materials purchased exclusively for the Services or Goods requested in the Purchase Order), the total of these non-refundable expenses will be added to the Cancellation fee.
If the cancellation arises over 24 hours before the beginning of the Service, no Cancellation fee will be applied, at the exception of potential non-refundable expenses engaged by the Seller in order to provide the Service.

14. MISCELLANEOUS

14.1
No waiver by either party with respect to any breach or default or of any right or remedy and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing and signed by the party to be bound.

14.2
If any clause, sub-clause or other provision of the Contract is invalid under any statute or rule of law, such provision, to that extent only, shall be deemed to be omitted without affecting the validity of the remainder of the Contract.

14.3
Buyer shall not be entitled to assign its rights or obligations hereunder without the prior written consent of Seller.

14.4
Seller enters into the Contract as principal. Buyer agrees to look only to Seller for due performance of the Contract.

14.5
Buyer (i) accepts Goods in accordance with the foregoing restriction, (ii) agrees to communicate such restriction in writing to any and all subsequent purchasers or users and (iii) agrees to defend, indemnify and hold harmless Seller from any and all claims, losses, liabilities, suits, judgments and damages, including incidental and consequential damages, whether the cause of action be based in tort, contract or otherwise, including allegations that the Seller's liability is based on negligence or strict liability.

14.6
The Contract shall in all respects be construed in accordance with the laws of Switzerland excluding, however, any effect on such laws of the 1980 Vienna Convention on Contracts for the International Sale of Goods and to the fullest extent permitted by law, shall be without regard to any conflict of laws or rules which might apply the laws of any other jurisdiction. All disputes arising out of the Contract shall be subject to the exclusive jurisdiction of the Switzerland courts.

14.7
The headings to the Clauses and paragraphs of the Contract are for guidance only and shall not affect the interpretation thereof.

14.8
All notices and claims in connection with the Contract must be in writing.

The Allen Groupe Switzerland AG – Postfach 366 – CH-8058 Zürich Flughafen Version date 21.01.2019 – M. Aguiar – E. Higy-Richards