In these Conditions:
‘BUYER’ means the person firm or company to whom any quotation is addressed or with whom the Contract is made.
‘GOODS’ means the goods agreed to be sold to a Buyer in accordance with these Conditions .
‘SELLER’ means LTR PTE LTD registered in Singapore under number 200906703D and having its principal place of business at 20 Changi Business Park Central 2, #05-04A, Singapore 486031.
‘CONDITIONS’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between Buyer and Seller.
‘CONTRACT’ means the contract for the purchase and sale of the Goods.
2.1. Seller shall sell and Buyer shall purchase the Goods in accordance with any written quotation of Seller which is accepted by Buyer, or any written order of Buyer which is accepted by Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions.
2.2. All terms and conditions and exceptions referred to by the Buyer or contained in the Buyer’s order or in any other document or communication from the Buyer which amend or vary these Conditions are excluded.
2.3. No variation to these Conditions shall be binding unless agreed in writing.
2.4. Seller’s employees or agents are not authorized to make any representations concerning the Goods unless confirmed by Seller in writing. Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
2.5. Any advice or recommendation given by Seller or its employees or agents to Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by Seller is followed or acted upon entirely at Buyer’s own risk, and accordingly Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.6. Any typographical or other error in any quotation, acceptance of offer, invoice or other document or information issued by Seller shall be subject to correction without any liability on the part of Seller.
2.7. Any quotation is given on the basis that no Contract will come into existence until the Seller dispatches an acknowledgement of order to the Buyer. Unless otherwise confirmed in writing by Seller, any quotation is valid for a period of 30 days only from its date provided the Seller has not previously withdrawn it.
3.1. No order submitted by Buyer shall be deemed to be accepted by Seller unless and until the earlier of confirmation in writing or fulfilment of the order by Seller.
3.2. Buyer shall be responsible to Seller for ensuring the accuracy of the terms of any order submitted by Buyer, and for giving Seller any necessary information relating to the Goods within a sufficient time to enable Seller to perform the Contract in accordance with its terms.
3.3. The quantity, quality and description of and any specification for the Goods shall be those set out in Seller’s quotation (if accepted by Buyer) or Buyer’s order (if accepted by Seller).
3.4. If any process is to be applied to the Goods by Seller in accordance with a specification submitted by Buyer, Buyer shall indemnify Seller against all losses, damages, costs and expenses awarded against or incurred by Seller in connection with or paid or agreed to be paid by Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from Seller’s use of Buyer’s specification.
3.5. Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable Civil Aviation Authority, Joint Aviation Authority, statutory or EC requirements or, where the Goods are to be supplied to Seller’s specification, which do not materially affect their quality or performance.
3.6. It is the Buyer’s responsibility to ensure that the Goods are suitable for the use the Buyer intends to make of them, having regard to the environment in which they will operate and the assemblies of which they will form and the Seller shall not be liable for any failure of the Goods to operate in such use/environment unless the intended use has been notified by the Buyer to the Seller and the Seller has given written approval.
No order which has been accepted by Seller may be cancelled or reduced by Buyer except with Seller’s written agreement. Buyer shall indemnify Seller in full against all loss, costs and expenses incurred by Seller as a result of any cancellation or reduction.
5.1. The price of the Goods shall be Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in Seller’s price list current at the date of acceptance of the order.
5.2. Seller reserves the right, by giving notice to Buyer at any time before delivery, to increase the price of the Goods to:
5.2.1. reflect any increase in the cost to Seller which is due to any factor beyond the reasonable control of Seller (for example, foreign exchange fluctuation, increase in the costs of labor, materials or manufacture);
5.2.2. reflect any change in delivery dates, quantities or specifications for the Goods requested by Buyer; or
5.2.3. delays caused by Buyer’s instructions or Buyer’s failure to give Seller adequate information or instructions.
5.3. Except otherwise agreed in writing between Buyer and Seller, all prices are given by Seller on an ex works basis, and where Seller agrees to deliver the Goods otherwise than at Seller’s premises, Buyer shall be liable to pay Seller’s charges for transport, packaging and insurance. The price is exclusive of any applicable Customs and Excise duties, all of which shall be paid by Buyer.
6.1. Subject to any special terms agreed in writing between Buyer and Seller, Seller shall be entitled to invoice Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by Buyer or Buyer wrongfully fails to take delivery of the Goods, in which case Seller shall be entitled to invoice Buyer for the price at any time after Seller has notified Buyer that the Goods are ready for collection or (as the case may be) Seller has tendered delivery of the Goods.
6.2. Buyer shall pay the price of the Goods by the last working day of the month following the date of Seller’s invoice (‘the due date’), and Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
6.3. If Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Seller, Seller shall be entitled to cancel the Contract or suspend any further deliveries to Buyer and/or charge interest on the amount unpaid, at the rate set for late payment by the Late Payment of Commercial Debts (interest) Act 1998 where the buyer is acting in the course of a business and in other cases at the rate of 5% per annum above the current National Westminster Bank plc base rate.
6.4. All payments shall be made in United State Dollar (USD) unless otherwise stated, into such bank account as the Seller shall nominate from time to time. No payment shall be deemed to have been received until the Seller has received cleared funds. The Buyer shall make all payments due under this Contract without any deduction whether by way of set-off, counterclaim or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Buyer. The Seller may appropriate any payment made by the Buyer to the Seller to such of the Goods as the Seller things fit despite any purported appropriation by the Buyer.
7.1. Delivery of the Goods shall be made by Buyer collecting the Goods at Seller’s premises at any time after Seller has notified Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by Seller, by Seller delivering the Goods to that place.
7.2. Any dates quoted for delivery of the Goods are approximate only and Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract.
7.3. Unless specifically stated on the quotation or order acknowledgement delivery of Goods shall be regarded as complete if the quantity delivered is within 5% of the quantity ordered. It is the Buyer’s responsibility to make any necessary adjustments to subsequent orders.
7.4. Each delivery constitutes a separate contract and failure of any delivery shall not vitiate the Contract as to other deliveries.
7.5. If Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond Seller’s reasonable control or Buyer’s fault, and Seller is liable to Buyer under these Conditions, Seller’s liability shall be limited to the Contract price for the delayed Goods.
7.6. If Buyer fails to take delivery of the Goods or fails to give Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond Buyer’s reasonable control or by reason of Seller’s fault) then, without prejudice to any other right or remedy available to Seller, Seller may store the Goods until actual delivery and charge Buyer for the reasonable costs (including insurance) of storage or sell the Goods at the best price readily obtainable and (after deducting all reasonable storage, restocking and selling expenses) account to Buyer for the excess over the price under the Contract or charge Buyer for any shortfall below the price under the Contract.
7.7. Goods for delivery to locations in the Singapore will not be insured unless specified by Seller.
7.8. Forthwith after delivery of the Goods the Buyer will examine and inspect the Goods and will ensure that adequate counterfeit, suspect & unauthorized parts training is provided to their inspector.
8.1. Risk of damage to or loss of the Goods shall pass to Buyer as follows:
8.1.1. Goods to be delivered at Seller’s premises: upon Seller notification to Buyer that the Goods are available for collection;
8.1.2. Goods to be delivered otherwise than at Seller’s premises: at the time of delivery or, if Buyer wrongfully fails to take delivery of the Goods, the time when Seller tenders delivery.
8.2. Title and property in the Goods shall not pass to Buyer until Seller has full payment of the price of the Goods and all other goods agreed to be sold by Seller to Buyer for which payment is then due.
8.3. Until such time as the property in the Goods passes to Buyer, Buyer shall hold the Goods as Seller’s bailee, and shall keep the goods separate from those of Buyer and third parties and properly stored, protected and insured and identified as Seller’s property, but Buyer shall be entitled to resell or use the Goods in the ordinary course of its business.
8.4. Until such time as the property in the Goods passes to Buyer (and provided the Goods are still in existence and have not been resold), Seller shall be entitled at any time to require Buyer to deliver up the Goods to Seller and, if Buyer fails to do so forthwith, to enter upon any premises Of Buyer or any third party where the Goods are stored and repossess the Goods. 8.5. Buyer shall not be entitled to in any way charge by way of security any of the Goods which remain the property of Seller, but if Buyer does so all moneys owing by Buyer to Seller shall (without prejudice to any other right or remedy of Seller) forthwith become due and payable.
9.1. Subject to the other provisions of these Conditions, Seller warrants as follows:
9.1.1. In the case of new Goods supplied by the Seller, where the Seller is not the manufacturer of the Goods, the Buyer shall be entitled to such assignable benefits of those warranties or guarantees (if any) as have been given to the Seller by the manufacturer.
9.1.2. In the case of any used, second-hand, overhauled or reconditioned Goods the Buyer shall be entitled to the benefits of such assignable warranties or guarantees (if any) as have been given to the Seller by the Maintenance, Repair and Overhaul station. The Seller shall be under no liability at any time in respect of any defect in such Goods. All sizes, dimensions, capacities and all other information supplied given or quoted by the Seller in relation to such Goods are not warranted correct by the Seller and should be verified by the Buyer.
9.2. The above warranty shall not apply in the following cases:
9.2.1. in respect of any defect in the Goods arising from any specification supplied by Buyer;
9.2.2. in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow Seller’s or other applicable specifications and instructions as to storage, shelf-life, installation, commissioning use or maintenance, misuse or alteration or repair of the Goods without Seller’s written approval;
9.2.3. if the total price for the Goods has not been paid by the due date for payment;
9.3. Any claim by Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by Buyer) be notified to Seller within 14 days and if the defect is as a result of damage in transit to the Seller and the carrier within 3 days, of:
9.3.1. the date of delivery (where the defect would be apparent to the Buyer upon a reasonable inspection); or
9.3.2. the date when the Buyer knew or ought reasonable to have known of the defect (where the defect would not be apparent to the Buyer upon a reasonable inspection). If delivery is not refused, and Buyer does not notify Seller accordingly, Buyer shall not be entitled to reject the Goods and Seller shall have no liability for such defect or failure, and Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
9.4. Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to Seller in accordance with these Conditions and the Seller is liable under these Conditions, Seller shall be entitled to repair or replace the Goods (or the part in question) free of charge or, at Seller’s sole discretion, refund to Buyer the price of the Goods (or a proportionate part of the price), but Seller shall have no further liability to Buyer.
9.5. Seller’s obligation in clause above to repair, replace or refund shall constitute the full extent of Seller’s liability in respect of any loss or damage sustained by Buyer whether caused by breach of Contract or by misrepresentation or by negligence of Seller, its employees or agents or arising from any other cause whatsoever and Seller shall not be liable to Buyer for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever
9.6. If the Seller so requests, the Buyer shall, at the Buyers expense, return the Goods or the part of such Goods which is defective to the Seller.
Seller shall not be liable for delay in or failure to perform any of Seller’s obligations under these Conditions if the delay or failure was due to any cause beyond Seller’s reasonable control (including without limitation Act of God, explosion, flood, tempest, fire or accident, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental or parliamentary authority including the CAA, JAA, import or export regulations, industrial action, difficulties in obtaining raw materials, goods, labor, fuel, parts or machinery or power failure or breakdown in machinery).
11.1. Seller will indemnify Buyer against all loss, damages, costs and expenses awarded against or incurred by Buyer in connection with any claim that the Goods infringe or that their use or resale infringes the patent, copyright, trade mark or other intellectual property rights of any other person. This indemnity shall not apply to any infringement which is due to Seller following or using any drawing, design or specification supplied by Buyer or to the use of such Goods in a manner or for a purpose or in a foreign country not specified or disclosed to Seller prior to Seller making a quotation or to the use of such Goods in association or combination with any other article material or service not supplied by Seller.
11.2. The indemnity contained in Clause 11.1 above is conditional on Buyer giving Seller the earliest possible notice in writing of any claim being made or action threatened or brought against Buyer, Seller being given control of proceedings or negotiations in connection with any claim and except pursuant to a final award, Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of Seller (which shall not be unreasonably withheld).
12.1. Clause 12.3 applies if:
12.1.1. Buyer makes any voluntary arrangement with its creditors, becomes bankrupt, subject to an administration order, goes into liquidation, or ceases or threatens to cease, to carry on business;
12.1.2. An administrative receiver or manager is appointed of any property or assets of Buyer;
12.1.3. Seller reasonably apprehends that any of the events mentioned above are about to occur in relation to Buyer and notifies Buyer accordingly.
12.1.4. The Buyer suffers or allows any execution whether legal or equitable to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations or duties under the Contract or any other contract between the Seller and the Buyer
12.2. If this clause applies then, without prejudice to any other right or remedy available to Seller, Seller shall be entitled to terminate the Contract or suspend any further deliveries under the Contract without any liability to Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
12.3. The termination of the Contract howsoever arising shall be without prejudice to the rights and duties of either the Buyer or the Seller accrued prior to termination.
13.1. In these Conditions ‘Incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made.
13.2. Where the Goods are supplied for export from the Republic of Singapore and/or the United Kingdom, the provisions of this clause 13 shall (subject to any special terms agreed in writing between Buyer and Seller) apply notwithstanding any other provision of these Conditions.
13.3. Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them and for notifying the Seller in writing or any importation requirements.
13.4. Unless otherwise agreed in writing between Buyer and Seller, the Goods shall be delivered ex works and the cost thereafter will be charged to the account of Buyer.
13.5. Unless otherwise agreed in writing between Buyer and Seller, the Seller shall inspect the Goods before shipment. Seller shall have no liability for any claim in respect of any damage to the Goods during transit.
14.1. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
14.2. The contract shall be governed by the laws of the Republic of Singapore. Any dispute arising out of or in connection with the contract and such other documents relating to the contract, including any question regarding its existence, validity or termination, shall be referred to and finally and conclusively resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre. The seat of the arbitration shall be Singapore. The arbitration tribunal shall consist of one arbitrator to be appointed by the President of the Court of Arbitration of the Singapore International Arbitration Centre. The language of the arbitration shall be English. In the event that recourse to the courts shall be necessary for the purpose of determining any question of law required to be determined for arbitration, the Parties hereto hereby submit to the non-exclusive jurisdiction of the Courts of the Republic of Singapore.
14.3. No waiver by Seller of any breach of the Contract by Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
B&H Worldwide(SG) Pte Ltd c/o LTR Pte Ltd, 70 Alps Avenue, #01-03 & 02-03, Singapore 498801, if nothing else is agreed in writing between LTR and Customer.
• LTR Pte Ltd (LTR) agrees to provide the unit defined on the invoice on exchange to Customer. Customer will return core as defined below. In addition to the below, LTR’s Terms and Conditions of Sale apply and are available on saletc.ltr.aero or upon request.
• Warranty claims on exchange units will be handled according to LTR warranty policy. LTR’s warranty policy is available on saletc.ltr.aero or upon request.
• If the core unit is not returned by the core due date, LTR has the right to invoice a late fee equivalent to the exchange fee, as defined on the invoice, per 30 days commenced period.
• Unless otherwise specified, the core due date will be 14 days
• If mutually agreed, the exchange can be converted to a loan transaction where the above stated exchange fee, as defined on the invoice, per 30 days commenced period.
• Shipping document must show:
Original PO number between LTR Pte Ltd and the Customer.
Part Number and Serial Number of the core.
o Material Cert or ATA106 which includes a Non-Incident statement and information of which airline the part was obtained from if the Customer is Trading Company, Repair Shop, Maintenance Facility or Leasing Company.
o Airline Non-Incident Statement with Part Number, Serial Number and Aircraft registration number which the core was removed from.
o Unserviceable Tag showing the Reason for Removal and Aircraft registration number which the core was removed from.
• Time/cycle information of the core unit (if applicable)
• If the required documents are not provided by the core due date, LTR has the right to invoice a late fee equivalent to the exchange fee, as defined on the invoice, per 30 days commenced period.
• The unserviceable core unit must be delivered to LTR Facility by the core due date.
• The unserviceable core unit must be the same part number as the PN supplied, if nothing else is agreed in writing between LTR and Customer.
• Customer agrees to pay all transport cost, customs charges and other costs related to the return of the core unit.
• It is Customer’s responsibility to ensure that any incident or accident related material is not transferred to LTR. Any incident or accident related material will be rejected.
• The unserviceable core will be sent to a LTR approved repair station and will be serviced to same standard as the unit supplied. If unit was supplied with an OEM certificate, LTR will send the core to the OEM to be serviced.
• Cycle/hour compensation may apply to certain life limited parts. Agreed compensation will be specified on the invoice. If unknown when invoiced, LTR reserves the right to invoice reasonable compensation. This will be invoiced on top of all charges related to the work performed at the repair station.
• Customer will be invoiced the cost of the work performed and all transport cost, customs charges and other costs related to the repair of the core.
• Unless otherwise stated, there will be a flat 5% handling fees the cost of the work performed.
• If estimated lead time from repair shop exceeds 90 days LTR reserve the right to invoice core value to close exchange in which case the customer will be duly notified. If customer wants to deliver additional core see section 9 and 10.
• Customer will be presented with the repair estimate provided to LTR by the repair station, once received by LTR.
• Customer has a maximum of 10 calendar days to approve the repair estimate from the day it was provided by LTR to customer. If approval is not provided, LTR has the right to invoice a late fee equivalent to the exchange fee, as defined on the invoice, per 30 days commenced period. Any incremental cost related to late approval by Customer will be invoiced to Customer.
• If Customer wants to supply additional core, see section 9 and 10.
• LTR will invoice Customer based on the approved estimated cost. If LTR receives a re-quote for the work from repair station, LTR will invoice Customer the difference between the original quote and the re-quote upon approval of the re-quote. Customer has a maximum of 10 calendar days to approve a re-quote.
• If Customer wants to return a serviceable core unit, this must be agreed with LTR before the core due date.
o Unit must be in same standard as the unit supplied.
o Unit must have certificate and shop report from a LTR approved repair station which is no more than 30 calendar days old. If unit was supplied with an OEM certificate, LTR will send the core to the OEM to be serviced.
o Trace, Certificate and Shop Report must be pre-approved by LTR prior to shipping.
o After paperwork approval from LTR, Customer has a maximum of 10 calendar days to deliver the serviceable core to LTR Facility, unless core due date has not yet passed.
o If the core is not delivered to LTR Facility within 10 calendar days, fee equivalent to the exchange fee, as defined on the invoice will apply for each 30 day commenced period from the date of approval.
• Final acceptance will be provided after inspection of the unit and paperwork at LTR.
• The warranty provided by the customer to LTR when customer chooses to return a Serviceable core will at least match the warranty provide by LTR (see LTR’S Terms and Conditions of Sale apply and are available on saletc.ltr.aero).
• If the customer decides to supply additional unserviceable core, the following applies:
o The Customer will be charged an additional exchange fee, as defined on the invoice, per 30 days commenced period from the date the estimate for servicing the original core was provided.
o All costs related to the evaluation and return of the first cores will be charged to Customer.
• If the customer decides to supply additional serviceable core, the following applies:
o An administrative fee of USD 695 will be charged for the handling of each additional core.
o See section “Return of Serviceable Core”.
• If Customer wants to return the unit unused, this must be agreed with LTR in advance. The unit must be delivered with LTR seal unbroken to LTR facility no more than 10 calendar days from the original invoice date. The original documents which were supplied with the unit, must also be returned to LTR with the unit. If the original documents are not with the unit, the unit is not considered completely received.
• If delivered to LTR facility within 10 calendar days from the original invoice date, the restocking fee is 25% of the exchange fee, or a minimum of USD 1,000. If the original exchange fee is less than USD 1000 no credit will be issued.
• If the unit is delivered to LTR facility more than 10 calendar days from the original invoice date, no credit will be issued.
• If LTR seal is broken or if unit is an electronic/avionic component, or otherwise considered to be a sensitive component by LTR, LTR will send it out for re-certification at Customer’s expense, regardless of when it was returned. In such case, Customer will be notified before the unit is sent out.
• Regardless of when returned, if returned unit is not acceptable to LTR, unit will be sent to a LTR approved repair station and will be serviced to same standard as the unit supplied. Customer will be invoiced the cost of the work performed and all transport cost, customs charges and other costs related to the repair of the core. In such case, Customer will be notified before the unit is sent out.
• If the repair estimate exceeds the Core Value, core unit is considered BER in which case the Customer will be notified.
• Customer has a maximum of 10 calendar days to decide if they want to convert the exchange to an outright sale or deliver an additional core (see section 9 and 10).
• If converted to an outright sale, LTR will invoice the Customer the Core Value and all charges related to the core.
• If a core is BER, all fees are none-refundable and will not reduce the outright price.
• It is the Customer's responsibility to request the BER unit be returned to Customer “as is" or scrapped in which case fees may apply.
• If Customer does not request BER unit to be returned or scrapped within 6 months from when the exchange was converted to an outright sale, LTR will take ownership of the BER unit.
• Title to the unit supplied by LTR to Customer and title to the core unit delivered by Customer to LTR shall pass from LTR to Customer and from Customer to LTR respectively, free and clear of all liens and encumbrances.
• The title of the core unit will pass from Customer to LTR at the time the unit is physically received and accepted at LTR facility.
• If unit is supplied in a “Property of LTR” box, the core is to be returned in that box. If not, customer will be charged for the box.
• Each core must be packed in accordance to ATA300 standards.
• All Exchange Terms and Conditions, as defined above, also apply to Loans. The only exception being that for a loan, the unit which is returned to LTR must be the same serial number as the unit supplied.
• According to agreed terms with LTR, and as mentioned on the invoice.