Terms and conditions for supply of Spares, Consumables, LRUs, Tools, GHE, GSE on purchase by civil customer
1. ACCEPTANCE
For purposes of these General Terms and Conditions (hereafter “Terms and Conditions”), Customer (hereafter “Customer”) shall be any person or organization that purchases and/or rents Spare Parts/Equipment/Goods (hereafter “Parts”) from Hindustan Aeronautics Limited (HAL) (also referred as “Seller”). Seller’s Acceptance of Customer’s purchase order through this online portal shall constitute acceptance subject to the following Terms and Conditions. The placing of the order by Customer shall be conclusive evidence of Customer’s approval of, and consent to the terms and conditions herein contained. Any Customer terms and conditions contained in the Customer’s order, acceptance or other associated transmittal documents shall be disregarded, and the Terms and Conditions shall apply to the order.
2. PRICES
All prices are quoted in Indian National Rupees (INR) and assume deliveries from Seller's Point of Origin i.e Ex-works Transport Aircraft Division, HAL Kanpur. Prices do not include export fees, handling, shipping, special packaging, insurance, taxes, duties, import fees, and/or levies that may be assessed by an appropriate governmental authority. Payment of all such applicable charges shall be the sole responsibility of Customer. In particular, if Customer is or may be required under any law or regulation of any governmental entity or authority, domestic or foreign, to withhold or deduct any portion of any payment due to Seller, then the sum payable to Seller will be increased by the amount necessary to yield to Seller an amount equal to the sum it would have received had no withholdings or deductions been made. Customer shall indemnify Seller against any losses or costs incurred by Seller due to any failure of Customer to make
such deduction or withholding. Seller reserves the right to modify its products; services catalog(s) price list(s) and prices without prior notice. Prices quoted as “estimated” or “budgetary” mean they are an approximate estimate only. In such case, the final price may exceed the estimated or budgetary price. All price quotes are valid for 30 days. Prices are subject to change for these transactions if the quote goes beyond the 30 day quote period.
3. PAYMENT
Payment of all invoices shall be made within 15 days of invoice date. Seller is entitled to receive the full amount billed to Customer, without any deduction for bank transfer costs, fees, which shall remain the Customer’s responsibility. At Seller’s option, a finance charge for all past due accounts is computed asper sellers bank rates + 1% monthly basis. Customer must advise Seller of any dispute concerning Seller's invoices within 10 days of the invoice issue date. No dispute will be accepted by Seller beyond 10 days after the invoice issue date. The final transfer of ownership of the Part to the Customer (whatever the type of transaction is) occurs when FULL PAYMENT is made by the Customer. Failure to pay invoices in a timely manner may result in delay of shipment of Parts to Customer.
4. SHIPPING/RISK OF LOSS/PLACE OF DELIVERY
Shipping by Seller will be accomplished in accordance with Customer’s instructions utilizing Customer’s selected carrier, when possible. Shipments shall be sent from Seller’s Point of Origin. The Point of Origin for all shipping and delivery shall be consistent with the current Incoterms terminology approved by the International Chamber of Commerce (hereinafter “Incoterms”). For Parts originating from the India through Hindustan Aeronautics Limited HAL., shipments shall be sent FCA Shipping Point. Deliveries shall include regular commercial packaging, documentation as applicable (airworthiness, MSDS, etc.), packing list, customs documentation and a commercial invoice. These documents shall be made available to Customer’s selected carrier. Shipping (from the Seller’s Point of Origin), insurance charges and related expenses such as export fees, handling, shipping, special packaging, insurance,
taxes, duties, import fees, and/or levies that may be assessed by an appropriate governmental authority will be billed to Customer. Once the package is transferred to the Customer’s selected carrier, risk of loss, damage or destruction becomes the responsibility of the Customer. For packages shipped at the Seller’s expense, the Customer must note any damages to outer packaging at the time of receipt with the carrier.
Shipping by Customer to Seller shall be sent to the Sellers Point of Origin, unless agreed otherwise. Parts originating through Hindustan Aeronautics Limited HAL shall be sent DDP Delivery Point. Risk of loss, damage, or destruction to the Parts and/or materials shipped by Customer shall pass to Seller at the time such Parts and/or materials are received by Seller. The Customer is responsible to provide proof of delivery to Seller for lost cores or Parts being returned to Seller. The Seller’s aircraft parts, components, and assemblies may be subject to the DGCA regulations. As such, when exporting these items Customer should consult with trade compliance professionals or freight forwarders to ensure proper export controls are adhered to.
5. PERFORMANCE/DELIVERIES
Seller shall not be liable for delays in performance, manufacturing, or delivery resulting from causes beyond its reasonable control, including, but not limited to: acts of Customer, acts of God, acts of civil or military authority, war, acts of terrorism, fires, strikes, delays in transportation, shortages, obtaining necessary labor, materials, utilities, components or manufacturing facilities or other difficulties beyond Seller’s reasonable control.. In the event of any such delay, the date of performance and/or delivery shall be extended for the period of time which is necessary to compensate for such delay.
6. DOCUMENTATION
Customer shall be responsible for identifying and informing the Seller of any required documentation that must accompany the shipment, including but not limited to: import/export, environmental and airworthiness documentation. Obligation to provide the necessary documents is limited to availability of such document with Seller. To the extent possible, buyer has to arrange for necessary documentation pertaining to import/export, environmental and airworthiness. After the 12 month period has elapsed, Seller shall not be obligated to provide such documentation.
7. WARRANTY
Seller warrants that all new, exchange, repaired/overhauled Parts or Customer owned Parts (hereafter referred to as “Part(s)”), which are sold by Seller shall be free from defects in material and workmanship for the period outlined below (“Seller’s Warranty”). This warranty is made to the initial Customer purchasing the Part and is not transferable to any other party unless otherwise consented to in writing by Seller. It is understood that Seller’s Warranty is limited to those only those Parts that are installed on Do-228 aircraft Aircraft by a professional trained to install such Parts.
a) Duration - The Seller’s Warranty covering new Parts sold by Seller shall be for a period of 6 months commencing on the date of delivery of the part to Customer or Customer’s designated agent.
b) Seller’s Obligation - Seller’s Warranty obligations are limited to and, at Seller’s option: (1) to the repair of the defective Part, or (2) to the replacement of the defective part with a new, overhauled or repaired part.
c) Customer’s Obligation - Customer shall notify Seller of any defect by submitting through query generation in HAL portal and upload a properly completed Service Report, including part number(s), and serial number(s) within 21 days after its discovery of the defect. Customer shall return the defective Part together with the Service Report and the Material Return Tag within 21 days after the shipment date of the replacement Part by Seller. If the defective Part is not returned within the aforementioned timeframe, together with the
completed Service Report and Material Return Tag, Seller reserves the right to reject such claim. Customer agrees to assume round trip transportation costs for the defective or non-conforming Parts to and from Seller’s facility. Customer must furnish pertinent aircraft operational and/or maintenance records and logs as requested by Seller, so that the cause of the defect and/or the date of installation of the defective Part can be ascertained. Failure to comply with any of the above Terms and Conditions may result in Seller’s refusal to accept warranty coverage for the part.
d) Exclusions - Seller’s warranty does not apply to:
i. Parts which are not maintained, operated or repaired in accordance with the procedures recommended by Hindustan Aeronautics Limited or the Part manufacturer in question.
ii. Parts which are commonly referred to as “wear and tear” parts or consumable items including but not limited to tires, brake pads, rotors, stators, heat packs, bulbs, hardware, filters, hoses, upholstery, first aid kits and soft trim appearance items.
iii. Engine, avionics Parts covered by the warranties of their individual manufacturers.
iv. Parts which are damaged or are otherwise defective due to a failure or malfunction of another Part (i.e. resultant or consequential damage).
v. Parts whose manufacturer’s identification tag has been removed or cannot otherwise be identified.
vi. Parts which are damaged or are otherwise defective as the result of an incident or accident involving the aircraft on which the Parts were installed.
vii. Parts which are defective due to corrosion resulting from improper servicing or maintenance.
viii. Parts sold “As Is Where Is”.
ix. Parts which were not originally installed on the aircraft or not originally sold by Seller.
e) Special Terms and Conditions
i. Seller is not liable for any costs associated with shipping, troubleshooting, removing, or replacing the defective Part, including any associated costs charged by the maintenance service provider.
ii. Replacement Parts supplied by Seller shall have the same remaining warranty term as the defective Part returned by Customer.
iii. Notwithstanding anything contained herein to the contrary, the warranty term shall not extend beyond the scheduled Time Between Overhaul (“TBO”) of the Part in question.
iv. If a TBO or life limited component fails during the spares warranty term, the warranty provided for the replacement component will bear only the remaining times or cycles not achieved, commencing from the original part purchase.
v. In the event Customer returns a Part under warranty and it is inspected and determined to be free of defect, Customer shall be responsible for all associated costs that may result.
vi. Any defective item, which is replaced under this warranty, shall automatically become the property of Seller.
vii. The warranties set forth herein may not be altered, amended, or modified in any way without the express prior written consent of Seller.
viii. Unless otherwise agreed, and except as may be necessary to comply with Seller’s warranties, Seller reserves the right to make changes in its products without obligation to incorporate such changes in any product supplied, manufactured, overhauled, or repaired previously under this warranty.
f) Disclaimer -THE SELLER MAKES NO OTHER OR FURTHER WARRANTY, EXPRESS, IMPLIED, OR STATUTORY AND HEREBY SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE. EXCEPT AS EXPRESSLY STATED HEREIN, THE SELLER SHALL NOT BE LIABLE WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE NOR WILL SELLER BE LIABILE FOR INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOSS OF PROFITS, LOSS OF DATA, COST OF CAPITAL, COST OF SUBSTITUTION OF PRODUCTS, FACILITIES OR SERVICES, DOWNTIME, COSTS, OR ANY SIMILAR CLAIM OF SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE NATURE WHATSOEVER TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW WHICH MAY ARISE OUT OF THE SALE OR USE OF THE PART WHICH IS SOLD OR OTHERWISE SUPPLIED TO THE CUSTOMER BY THE SELLER.
8. CANCELLATIONS
Customer shall be not be permitted to cancel order once placed and will be liable for payment of full invoiced amount.
9. RETURNS
Upon receipt, Customer shall inspect the Parts and immediately notify Seller in writing of any non-conformity within 5 days of receipt of part , and shall afford Seller a reasonable opportunity to correct any actual non-conformity. No Parts may be returned without the prior consent of Seller. Parts returned by Customer to Seller should be packaged in either the same manner as originally received from Seller or packaging which may be required by law, whichever is more restrictive. The following conditions shall apply to the return of Parts:
i. Parts must be accompanied by all of Seller's supplied documentation, including but not limited to airworthiness documents, ID tags, etc.
ii. If a Part fails from stock and is returned in unserviceable condition, a completed Service Report and Material Return Tag must accompany the part upon its return.
iii. Customer shall be responsible for any charge or penalty assessed by the Seller’s vendor for returned goods.
iv. Customer may not return items deemed by Seller as a "special order" (including items that require special plating) that cannot be returned to Seller’s vendor.
v. The returned goods must be received by Seller, freight prepaid, within 21 days after the original shipment date to Customer. No return will be accepted by Seller after 30 days.
vi. No manuals or documentation purchased by Customer may be returned.
vii. No time or shelf life limited items (i.e. solvents, paints, hoses, fire cartridges, squibs, sealants, seals, etc.) which are purchased by Customer may be returned.
viii. Parts with a sell price less than Rs 15000.00 each, which are purchased by Customer, may not be returned to Seller.
ix. Serviceable Parts that have been removed from their original packaging shall be subject to a re-certification charge.
x. Parts returned as "serviceable" which, after inspection, are determined by Seller to be unserviceable shall be subject to a re-certification charge.
xi. Parts returned to Seller for credit without Seller's prior approval (i.e. without a Return Authorization Number) will be returned to Customer at Customer’s expense for shipping and any other costs incurred.
xii. Return of hazardous goods is prohibited. If a Customer returns a hazardous product for any reason, it will be returned to the Customer at their expense and may be subject to additional charges.
Failure to comply with any of the above Terms and Conditions relating to the returned Parts may result in Seller’s refusal to accept the returned Parts submitted by Customer.
10. EXCHANGE TRANSACTIONS
Exchange transactions are not available at this portal. Customer may approach separately through its official mail.
11. RENTAL TRANSACTIONS
Option for rental transactions are not available at this portal. Customer may approach separately through its official mail.
12. REPAIR/OVERHAUL TRANSACTIONS
In addition to the Terms and Conditions set forth in paragraphs above, the following conditions apply to the Repair/Overhaul Transactions for the Customer’s Owned Parts:
i. Customer shall provide the Seller with a purchase order for the repair and overhaul transactions.
ii. Equipment for repair or overhaul shall be sent to the Seller at Customer’s expense, with a properly completed Service Report.
iii. Once Seller takes possession of the Customer’s Part, Seller shall assume responsibility for the handling and storage of Customer’s Part until the repair or overhaul is complete and shipped back to the Customer.
iv. Repair or overhaul transactions performed by Seller, or its approved repair agent, on Customer’s Owned Part or equipment shall be charged repair costs in accordance with Seller’s policies and procedures.
v. Seller will notify Customer of any repair or overhaul quotation which exceeds the price of the Customer’s purchase order. If Customer's authorization to repair/overhaul is not received by Seller within 5 days after such notification, Customer’s property will be returned in an “As Is” condition, at Customer’s expense.
vi. Customer shall be responsible for any vendor teardown and/or evaluation invoices incurred in connection with repair of the Part.
vii. For all Customer Owned Transactions (either sent by Customer direct to a vendor for repair or overhaul without involving Hindustan Aeronautics Limited, HAL provided warranty will cease.
13. CONFLICTS
Customer agrees that these Terms and Conditions are the sole and exclusive terms governing its purchase of Parts from Seller. In the event of a conflict between Customer’s terms and conditions of purchase and these Terms and Conditions, these Terms and Conditions shall prevail.
14. NOTICES AND APPLICABLE LAW
Notices to Seller shall be deemed properly given when addressed to: Transport Aircraft Division, Hindustan Aeronautics Limited, P O Chakeri, Kanpur, Uttar Pradesh, India.
Any dispute arising out of or related to: i) an order made to Seller by Customers, and/or ii) the performance or interpretation of these Terms and Conditions and/or special terms, shall be brought before the Courts in Kanpur, India, which shall have sole jurisdiction to resolve such dispute. The Terms and Conditions of this agreement shall be interpreted under and governed by the laws of the Republic of India.
Award of Fees. In addition to any monies owed to Seller for which Customer may be liable, Seller shall be entitled to recover the costs of and reasonable legal fees incurred by it in enforcing Seller’s sale and Customer’s purchase of Parts.
15. RECORDS
It is Customer’s obligation to maintain up-to-date records and logs pertaining to the operation and/or maintenance of the returned Part including records and logs required to be kept by Directorate General of Civil Aviation (DGCA), India, the Federal Aviation Authority, Joint Aviation Authority, European Aviation Safety Agency, or other governmental airworthiness authority, as applicable. Upon request, such records and logs shall be furnished to Seller at no charge. Additionally, Customer shall furnish written verification to Seller of the elapsed time of use since last major overhaul or time since new, if no overhaul has previously been accomplished.
16. CUSTOMER INDEMNIFICATION
Customer agrees to indemnify and hold Seller harmless from any claims for costs, damages, and/or expenses including reasonable attorney’s fees which Seller may incur as the result of Customer’s failure to maintain up-to-date records and logs as described in paragraph above.
17. SEVERABILITY
The invalidity or unenforceability of any provision of these Terms and Conditions shall not impair the validity or enforceability of any other provision of these Terms and Conditions.
18. WAIVER
The waiver by either party of a breach or violation of any provision of these Terms and Conditions shall not operate as or be construed a waiver of any subsequent breach hereof.
19. BINDING EFFECT AND ASSIGNMENT
The rights and obligations of the Seller and Customer under these Terms and Conditions shall inure to the benefit of and shall be binding upon the successors and assigns and personal representatives of such parties, including in connection with the transfer or sale of all or substantially all of Customer’s business related to a Part sold hereunder, or in the event of its merger, consolidation, change in control or similar transaction.
20. ENTIRE AGREEMENT
These Terms and Conditions are intended to constitute the complete, final, and exclusive understanding of the parties with respect to the Part(s) and supersede all prior or contemporaneous contracts, agreements representations, or understandings written or oral. These Terms and Conditions may not be contradicted by evidence of any prior or contemporaneous contracts, agreements, representations, or understandings, written or oral, nor may they be modified or amended except by a written instrument signed by both parties.