Terms

General Terms and Conditions of Valionex Aviation GmbH, Speditionstraße 15a, 40221 Düsseldorf ("Valionex"), for the supply of aircraft parts and aviation lubricants.

(1) These General Terms and Conditions ("Terms") apply to all quotations, deliveries and services of Valionex. They apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law ("Customer"). Valionex does not enter into contracts with consumers.

(2) These Terms, as amended from time to time, also apply to future transactions with the Customer without Valionex having to refer to them again.

(3) Deviating, conflicting or supplementary terms of the Customer, in particular purchasing conditions, do not become part of the contract, even if Valionex does not expressly object to them or delivers in the knowledge of such terms. They only apply if Valionex expressly agrees to them in text form.

(4) Individual agreements, in particular the contents of a quotation or order confirmation from Valionex, take precedence over these Terms.

(1) Presentations on the website, in lists and brochures are non-binding and do not constitute an offer. Images are illustrations and do not show the part delivered.

(2) Quotations from Valionex are subject to change and to availability unless expressly designated as binding. A quotation designated as binding is valid for the period stated in it, otherwise for three business days.

(3) A contract is only concluded by the order confirmation of Valionex in text form or by delivery. The order confirmation determines the content and scope of the delivery.

(4) Valionex is an independent trading company and holds no stock of its own. Valionex delivers subject to correct and timely supply by its own suppliers. This only applies if Valionex has concluded a corresponding covering transaction with the supplier and is not responsible for the failure to supply. If Valionex is not supplied, Valionex will inform the Customer without delay and may withdraw from the contract in whole or in part; payments already made will be refunded without delay.

(1) The prices stated in the quotation or order confirmation apply. Unless stated otherwise, they are net prices in euros plus statutory VAT and plus costs of packaging, freight, insurance, documents, dangerous goods handling, customs duties, import charges and bank fees.

(2) Unless agreed otherwise, Valionex delivers against prepayment. Agreed payment terms begin on the invoice date. Payments are only deemed made when unconditionally credited to Valionex's account. Bank charges and exchange rate differences are borne by the Customer.

(3) If the Customer is in default of payment, it owes default interest at the statutory rate (Section 288 (2) BGB) and the lump sum under Section 288 (5) BGB. Further damages remain reserved.

(4) If, after conclusion of the contract, Valionex becomes aware of circumstances that call the Customer's ability to pay into question, Valionex may carry out outstanding deliveries only against prepayment or security and may withdraw from the contract after a reasonable period.

(5) The Customer may only set off claims that are undisputed or have been finally determined by a court. It may only exercise a right of retention on the basis of claims arising from the same contractual relationship.

(1) Delivery terms follow the Incoterms® 2020 stated in the quotation. If nothing is agreed, delivery is FCA (Incoterms® 2020) at the supplier's place of dispatch. Risk passes to the Customer no later than upon handover to the first carrier.

(2) Delivery dates and periods are non-binding unless expressly agreed as binding. They do not begin before receipt of all documents and information to be provided by the Customer (in particular for export control), of any required licences and of any agreed prepayment.

(3) For AOG requests and other urgent deliveries, Valionex endeavours to source and deliver as quickly as possible. Valionex only owes a specific delivery time if expressly agreed as binding.

(4) Partial deliveries are permitted where reasonable for the Customer.

(5) If Valionex is in default of delivery, the Customer may withdraw from the contract after a reasonable grace period has expired without result. Damages for delay are governed by section 10.

(6) If the Customer is in default of acceptance, or if delivery is delayed for reasons for which the Customer is responsible, risk passes to the Customer upon notification of readiness for dispatch. Valionex may claim compensation for the resulting additional costs, in particular storage costs.

(1) The agreed specification of the goods results exclusively from the quotation and the order confirmation, in particular from the part number, quantity, condition (for example new, new surplus, overhauled, repaired, inspected/tested, as removed) and the accompanying documents listed there. No further properties, purposes of use or documents are agreed.

(2) Condition information, traceability information and accompanying documents originate from the manufacturer, previous owner, supplier or a maintenance organisation. Valionex passes on this information as it is available to Valionex but does not verify it technically and accepts no responsibility of its own for its accuracy, unless Valionex knew or was grossly negligent in not knowing that it was incorrect.

(3) Statements by Valionex in quotations, on the website and in other documents are descriptions, not guarantees. Valionex only gives a guarantee in the legal sense if it is expressly designated as a "guarantee" in text form. Where possible, Valionex passes on any guarantee given by the supplier or manufacturer to the Customer without becoming a guarantor itself.

(4) For lubricants, the product information in the quotation and, where enclosed, the manufacturer's specification and safety data sheets apply. Shelf-life information refers to the manufacturer's batch data.

(1) Valionex is a trading company, not a maintenance or production organisation. Valionex makes no statement and accepts no responsibility as to whether a part or product is suitable or eligible for installation in a specific aircraft, configuration or application.

(2) The Customer alone is responsible for checking, or having checked by entitled bodies, before installation or use, whether the goods and accompanying documents comply with the aviation regulations applicable to it, the requirements of the competent aviation authority, the type design, airworthiness directives and the requirements of its maintenance programme. The determination of airworthiness is the sole responsibility of the Customer or the maintenance organisation it engages.

(3) The Customer ensures that goods are only handled, stored, installed and used by suitably qualified personnel.

(1) The Customer must inspect the goods without delay upon receipt, and in any case before installation, processing or onward delivery, for quantity, identity (part number, serial number, batch), externally visible damage and completeness of the agreed documents (Section 377 of the German Commercial Code, HGB).

(2) Obvious defects, transport damage, shortages, wrong deliveries and missing documents must be notified to Valionex in text form within five business days of receipt, with photos and stating part and serial number. Hidden defects must be notified within five business days of their discovery. Transport damage must also be noted with the carrier.

(3) If the Customer fails to inspect or notify in time, the goods are deemed accepted. Goods that have been installed, altered or separated from their accompanying documents are deemed accepted with regard to recognisable defects.

(1) Used goods, in particular goods in "as removed" condition and goods offered "as is, where is", are supplied by Valionex with all claims for defects excluded, unless a warranty is expressly given in the quotation. This exclusion does not apply to claims under section 10 (1) or in the event of fraudulent concealment of a defect.

(2) For new, overhauled, repaired and inspected/tested goods and for lubricants: if the goods are defective at the time risk passes, Valionex will, at its option, provide subsequent performance by repair, replacement or, where available, exchange via the supplier. If subsequent performance fails, the Customer may withdraw from the contract or reduce the price in accordance with the statutory provisions.

(3) Valionex may assign its claims against its own supplier to the Customer. The Customer must first assert these claims against the supplier, provided this is reasonable for the Customer. Valionex's liability revives if enforcement fails.

(4) There are no claims for defects in the case of natural wear and tear, improper storage, handling, installation or use, exceeding shelf-life or life limits after delivery, alterations by the Customer or third parties, or loss or alteration of the accompanying documents after risk has passed.

(5) Claims for defects become time-barred twelve months after delivery, unless the quotation states a different period. This does not apply in the cases of section 10 (1), in the event of fraud, or to the statutory periods under Sections 438 (1) no. 2 and 445b BGB.

(6) Defective goods may only be returned after prior agreement with Valionex, in suitable packaging and together with all accompanying documents. Claims for damages are governed exclusively by section 10.

(1) For deliveries on an exchange basis, the Customer must deliver a core unit with the same part number, or an interchangeable part number accepted by the supplier, to the address specified by Valionex at its own cost and risk within the period stated in the quotation, otherwise within 15 calendar days of delivery. The core unit must be repairable and complete, be delivered with the customary accompanying documents and must not originate from an accident, fire, heat or water damage, military use or a source that rules out traceability; the Customer confirms this in a statement upon request.

(2) If the core unit is delivered late, the Customer owes the late fees stated in the quotation. If it is not delivered or is not repairable, the Customer owes the outright price stated in the quotation less amounts already paid. Repair costs for the core unit exceeding the scope agreed in the quotation are borne by the Customer upon presentation of the teardown report.

(3) Goods free of defects are only taken back with the prior consent of Valionex in text form. Return requires that the goods are unused, in original condition and original packaging and accompanied by all documents. Valionex may charge a reasonable handling fee and the supplier's costs. Opened containers of lubricants and goods sourced at the Customer's specific request are excluded from return.

(4) If the Customer cancels a confirmed order, Valionex may claim the costs incurred up to that point, in particular the supplier's costs and fees, freight and handling, as well as lost profit. The Customer may prove that the damage was lower.

(1) Valionex is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act, where a guarantee has been given and in the event of fraudulent concealment of a defect.

(2) In the event of a slightly negligent breach of material contractual obligations, Valionex is only liable for the damage typical for the contract and foreseeable at the time the contract was concluded. Material contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely.

(3) Otherwise, Valionex's liability for damage caused by slight negligence is excluded. This applies in particular to indirect and consequential damage such as aircraft downtime and ground time, replacement charter, loss of use, lost profit and third-party claims.

(4) The above limitations of liability also apply in favour of Valionex's corporate bodies, employees, representatives and vicarious agents.

(5) These provisions do not change the burden of proof to the detriment of the Customer.

(1) The goods remain the property of Valionex until all claims arising from the business relationship with the Customer have been paid in full ("Reserved Goods").

(2) The Customer may install or resupply the Reserved Goods in the ordinary course of business. It hereby assigns to Valionex all claims in the amount of the invoice value that accrue to it against third parties from the resupply or installation. Valionex accepts this assignment. The Customer remains authorised to collect these claims as long as it meets its payment obligations.

(3) If the Reserved Goods are combined or mixed with other items, Valionex acquires co-ownership in the ratio of the invoice value of the Reserved Goods to the value of the other items.

(4) The Customer must store the Reserved Goods with care and insure them adequately. It must notify Valionex without delay of any access by third parties, in particular attachments.

(5) If the realisable value of the securities exceeds Valionex's claims by more than 10 %, Valionex will release securities of its choice upon request.

(1) Performance of the contract is subject to there being no impediments under national or international foreign trade law, in particular embargoes, sanctions or licensing requirements. Delays caused by licensing procedures extend delivery periods accordingly. If required licences are not granted, the contract is deemed not concluded with respect to the goods concerned; claims of the Customer are excluded to that extent.

(2) The Customer must provide Valionex with all information and documents required to review and carry out the delivery, in particular on end user, end destination, end use and destination country, and must provide a signed end-use statement upon request. The information must be complete and accurate; the Customer must notify any changes without delay.

(3) When passing on the goods, the Customer undertakes to comply with the applicable foreign trade laws of the European Union, the Federal Republic of Germany and other applicable jurisdictions, including re-export rules with extraterritorial effect. The goods may not be supplied or made available, directly or indirectly, to persons, companies or organisations listed on an applicable sanctions list, nor to countries or for purposes subject to a prohibition or to a licensing requirement that has not been met, in particular not for military purposes or in connection with weapons of mass destruction.

(4) The Customer expressly undertakes not to sell, export or re-export the goods supplied, directly or indirectly, to the Russian Federation or Belarus or for use in these countries (Article 12g of Regulation (EU) No 833/2014 and Article 8g of Regulation (EC) No 765/2006). If the Customer breaches this obligation, Valionex may terminate this contract and all other contracts with the Customer without notice or withdraw from them, and the Customer owes a contractual penalty of 20 % of the net order value of the delivery concerned, but at least EUR 5,000. Further claims for damages remain unaffected; the contractual penalty is credited against them. The Customer informs Valionex without delay if it becomes aware of third parties breaching this obligation.

(5) Valionex may refuse or suspend performance or withdraw from the contract if the Customer does not provide the required information, if there are doubts as to its accuracy, or if there are indications of a breach of foreign trade law. Claims for damages by the Customer are excluded in these cases.

(6) The Customer indemnifies Valionex against all third-party claims, fines and other disadvantages resulting from a breach of its obligations under this section 12.

(1) Lubricants may be dangerous goods under transport regulations. Packaging, marking and shipping are carried out in accordance with the regulations applicable to the chosen mode of transport; additional costs for dangerous goods handling are borne by the Customer.

(2) The Customer is responsible for proper storage, handling, use and disposal in accordance with the manufacturer's information and the safety data sheets. Valionex is not liable for damage resulting from improper storage or from exceeding the shelf life after risk has passed.

(3) The Customer ensures that the lubricants are only used for the applications intended by the manufacturer and in accordance with the technical requirements applicable to it.

Force majeure and other unforeseeable events for which Valionex is not responsible release Valionex from its obligation to perform for their duration and to the extent of their effect. These include in particular war, unrest, terrorism, natural disasters, epidemics, strikes, lockouts, official measures, embargoes and sanctions, disruptions to air and sea freight and disruptions in the supply chain. If the impediment lasts longer than 60 days, either party may withdraw from the contract.

(1) The parties treat all non-public business information of the other party, in particular prices, sources and conditions, as confidential. The Customer may not pass on quotations from Valionex to third parties.

(2) Valionex processes personal data in accordance with the privacy policy on its website.

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules.

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Düsseldorf, Germany. Valionex may also bring an action at the Customer's general place of jurisdiction.

(3) The place of performance for all obligations arising from the contractual relationship is Düsseldorf, unless agreed otherwise.

(4) Amendments and additions to the contract require text form.

(5) Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions remains unaffected. The statutory provisions replace the invalid provision.

(6) These Terms are available in German and English. In the event of discrepancies, the German version prevails.