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Terms and Conditions

 
 
 
 
 
 
 
 
 
 

Standard Terms and Conditions for the Sale of Goods

 

BACKGROUND:

 

These Terms and Conditions are the standard terms for the sale of goods by Aviation Systems Group Ltd a Private Limited Company registered in England under number 09822591 whose registered address is 2 Bailey Hill, Castle Cary, Somerset BA7 7AD and whose main trading address is 4 The Old Dairy, Fonthill Bishop, Salisbury, Wiltshire, SP3 5SH.

 

Please read these Terms and Conditions carefully and ensure that you understand them.  Your acceptance of these Terms and Conditions are  required before you buy any product or when you register with our site.

1.             Definitions and Interpretation 

1.1            In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Air Navigation Order” means The Air Navigation Order 2016 No. 765 (SI).

“Business Day”. means, any day other than a Saturday, Sunday or bank holiday;

“Business Customer” a person acting on behalf of a commercial entity

“Buyer/Customer” means the person who accepts a quotation or offer by Us for the sale of the Goods or whose order for the Goods is accepted by Us;

“Calendar Day” means any day of the year;

“Commercial Unit” means a delivery of Goods, the character and/or value of which would be materially impaired if divided;

“Contract” means the contract for the purchase and sale of Goods, as explained in Clause 5;

“Consumer” a person who is buying a product for their own personal use and not for commercial operations

“Delivery” Completion of delivery of an Order;

“Delivery Date” The date specified for delivery of an Order;

“Delivery Location” the Customer's premises or such other location as the Customer specifies on the Order and which has been accepted by ASG.

“Goods” means the goods which are to be supplied by Us to you as specified in your Order (and confirmed in Our Order Confirmation);

“Intellectual Property” all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Month” means a calendar month;

“Price” means the price payable for the Goods;

“Special Price” means a special offer price payable for Goods which We may offer from time to time;

“Order” means your order for the Goods (which may include a Purchase Order)

“Order Confirmation” means Our acceptance and confirmation of your Order as described in Clause 5;

“Order Number” the reference number to be applied to an Order by ASG.

“We/Us/Our/Seller”  Aviation Systems Group Ltd a Private Limited Company registered in England under number 09822591 whose registered address is 2 Bailey Hill, Castle Cary, Somerset BA7 7AD and whose main trading address is 4 The Old Dairy, Fonthill Bishop, Salisbury, Wiltshire, SP3 5SH.

 

1.2            Each reference in these Terms and Conditions to “writing” and any similar expression includes electronic communications whether sent by e-mail, text message, fax or other means.

2.             Information About Us

2.1            Aviation Systems Group Ltd a Private Limited Company registered in England under number 09822591 whose registered address is 2 Bailey Hill, Castle Cary, Somerset BA7 7AD and whose main trading address is 4 The Old Dairy, Fonthill Bishop, Salisbury, Wiltshire, SP3 5SH.

2.2            Our VAT number is 227727786.

 

3.             If you are a Consumer (i.e. a person who is buying a product for their own personal use and not for commercial operations)

3.1            We intend to rely upon these Terms and any document expressly referred to in them in relation to the Contract between you and us.

3.2            As a consumer, you have legal rights in relation to a Product that is faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.

 

4.             If you are a Business Customer (i.e. acting on behalf of a commercial entity)

4.1            If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use our site to access a Product.

4.2            These Terms and any document expressly referred to in them constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in these Terms or any document expressly referred to in them.

 

5.             The Contract

5.1            These Terms and Conditions govern the sale of goods by Us and will form the basis of the Contract between Us and you.  Before making your Order, please ensure that you have read these Terms and Conditions carefully.  If you are unsure about any part of these Terms and Conditions, please ask Us for clarification.

5.2            Nothing provided by Us including, but not limited to, sales and marketing literature, price lists and other documents constitutes a contractual offer capable of acceptance.  Your Order constitutes a contractual offer that We may, at Our discretion, accept.

5.3            A legally binding contract between Us and you will be created upon Our acceptance of your Order, indicated by Our Order Confirmation.  Order Confirmations will be provided in writing.

5.4            We shall ensure that the following information is given or made available to you prior to the formation of the Contract between Us and you, save for where such information is already apparent from the context of the transaction:

5.4.1        The main characteristics of the Goods;

5.4.2        Our identity (set out above in Clause 2) and contact details (set out below in Clause 14);

5.4.3        The total Price for the Goods including taxes or, if the nature of the Goods is such that the Price cannot be calculated in advance, the manner in which it will be calculated;

5.4.4        Where applicable, all additional delivery charges or, where such charges cannot be calculated in advance, the manner in which they will be calculated;

5.4.5        Where applicable, the arrangements for payment, delivery and the time by which We undertake to deliver the Goods;

5.4.6        Our complaints handling policy;

5.4.7        We shall ensure that you are aware of Our legal duty to supply goods that are in conformity with the Contract;

5.4.8        Where applicable, details of after-sales services and commercial guarantees;

5.4.9        Where applicable, the functionality, including appropriate technical protection measures, of digital content; and

5.4.10     Where applicable, any relevant compatibility of digital content with hardware and software that We are aware of or might reasonably be expected to be aware of.

 

6.             Description and Specification of Goods

6.1            We have made every reasonable effort to ensure that the Goods conform to illustrations, photographs and descriptions provided in Our sales and marketing literature and descriptions provided by Our salespeople.  We cannot, however, guarantee that all descriptions, illustrations and/or photographs will be precisely accurate due to discrepancies that may arise during the printing process and differences in the colour reproduction of electronic displays.

6.2            If you receive any Goods that do not conform to the Contract, please refer to Clause 11.

6.3            If We find, or are made aware of, any typographical, clerical or other accidental errors or omissions in any sales and marketing literature, price lists or any other documents We will make every reasonable effort to correct such errors or omissions as soon as is reasonably possible.  If, as a result of any such error or omission, you have received the wrong Goods, you may return those Goods to Us as provided in Clause 11.  If, as a result of any such error or omission, you have paid too much, We will refund the excess paid for the Goods.

6.4            We reserve the right to make any changes in the specification of the Goods that may be required to conform to any applicable safety or other legal or regulatory requirements without notice.

7.             Orders

7.1            All Orders for Goods made by you will be subject to these Terms and Conditions.

7.2            You may change your Order at any time before We despatch the Goods by contacting Us.  

7.3            If your Order is changed We will inform you of any change to the Price in writing.

7.4            Consumer - If a Consumer Customer amends or cancels an Order, its liability to Aviation Systems Group shall be limited to payment to Aviation Systems Group of all costs reasonably incurred by Aviation Systems Group in fulfilling the Order up until the date of deemed receipt of the amendment or cancellation, except that where the amendment or cancellation results from Aviation Systems Group’s failure to comply with its obligations under these Terms the Customer shall have no liability to Aviation Systems Group in respect of it.

7.4.1        You may cancel your Order at any time before We despatch the Goods by contacting Us.  If you have already paid for the Goods under Clause 8, the payment will be refunded to you within 3 days.  If you request that your Order be cancelled, you must confirm this cancellation in writing.

7.5            Business Customer - No order which has been accepted by Us may be cancelled by the Buyer except with the agreement in writing by Us on the terms that the Buyer shall indemnify Us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Us as a result of such cancellation.

7.6            We may cancel your Order at any time before We despatch the Goods in the following circumstances:

7.6.1        The Goods are no longer in stock and We are unable to re-stock (if, for example, the Goods are discontinued); or

7.6.2        An event outside of Our control continues for more than 10 days (please see Clause 19 for events outside of Our control).

7.7            If We cancel your Order under sub-Clause 7.5 and you have already paid for the Goods under Clause 8, the payment will be refunded to you within 3 days.  If We cancel your Order, the cancellation will be confirmed by Us in writing.

 

8.             Price and Payment

8.1            The Price of the Goods will be that shown in Our Price List (or Invoice) in force at the time of your Order.  If the Price shown in your Order differs from Our current Price We will inform you upon receipt of your Order. All payments must be made in British Pounds unless otherwise agreed in writing between us.

8.2            If We quote a Special Price which is different to the Price shown in Our current Price List (or Invoice), the Special Price will be valid for 20 Days or, if the Special Price is part of an advertised special offer, for the period shown in the advertisement.  Orders placed during this period will be accepted at the Special Price even if We do not accept the Order until after the period has expired.

8.3            Our Prices may change at any time but these changes will not affect any Orders that We have already accepted.

8.4            We have made every reasonable effort to ensure that Our Prices, as shown in Our current Price List (or Invoice) are correct.  Prices will be checked when We process your Order.  If the actual Price of the Goods is lower than that stated in your Order, you will be charged the lower Price.  If the actual Price of the Goods is higher than that stated in your Order, We will ask you how you wish to proceed.

8.5            All Prices exclude VAT.  If the rate of VAT changes between the date of your Order and the date of your payment, We will adjust the rate of VAT that you must pay.  Changes in VAT will not affect any Prices where We have already received payment in full from you.

8.6            Our Prices exclude the cost of packaging and delivery.  Packaging and delivery costs will be added on to the final sum due.

8.7            All payments for Goods must be made in advance before We can despatch the Goods to you.

8.8            We accept the following methods of payment:

8.8.1        BACS;

8.8.2        PayPal;

8.8.3        Debit Card;

8.8.4        Credit Card;

8.9            If you do not make payment to Us by the due date as shown in/on any Invoice We may charge you interest on the overdue sum at the rate of 1.5% per annum above the base lending rate of Barclays Bank from time to time.  Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment.  You must pay any interest due when paying an overdue sum.

8.10         We are not obliged to accept orders from any customer or buyer who has not supplied Us with references satisfactory to Us.  If at any time We are not satisfied as to the creditworthiness of the Customer or Buyer it may give notice in writing to the Customer or Buyer that no further credit will be allowed to the Customer or Buyer in which event no further goods will be delivered to the Customer or Buyer other than against cash payment and all amounts owing by the Customer or Buyer to Us shall be immediately payable in cash.

8.11         The provisions of sub-Clause 8.9 will not apply if you have promptly contacted Us to dispute an invoice in good faith.  No interest will accrue while such a dispute is on-going.

8.12         Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

8.13         Payment is classed as completed when funds are cleared.

 

9.             Delivery

9.1            Please note that delivery is currently only possible within the United Kingdom. 

9.2            When We provide you with an Order Confirmation, We will provide an estimated delivery date.  Please note that estimated delivery dates may vary according to the availability of Goods, your location, and circumstances beyond Our control.  Unless agreed otherwise, the Goods will be delivered without undue delay and in any case no later than 30 Calendar Days after the date on which the Contract is formed.

9.3            If you indicate in your Order that you wish to collect the Goods from Us yourself you may do so after receiving Our Order Confirmation, during Our business hours of 0900 - 1600hrs on any Business Day.

9.4            Delivery will be deemed to have taken place when the Goods have been delivered to the delivery address indicated in your Order and you (or someone identified by you) have taken physical possession of the Goods or, if you are collecting the Goods from Us yourself, when you have collected the Goods. 

9.5            Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 0800 - 1800hrs.

9.6            If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:

9.6.1        Store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or

9.6.2        make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or

9.6.3        after 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.

9.7            If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.

9.8            Divisibility Clause: We may deliver the Goods by instalments unless otherwise agreed, which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.

9.9            The responsibility (sometimes referred to as the “risk”) for the Goods remains with Us until delivery is complete as defined in sub-Clause 9.4 at which point it will pass to you.  Please note, however, that if you do not wish to collect the Goods and do not wish to use Our nominated carrier to deliver them, instead choosing your own carrier, the risk in the Goods will pass to you as soon as they are passed to your chosen carrier.

9.10         You own the Goods once We have received payment in full for them.

9.11         Please note carefully the following:

9.11.1     If We refuse to deliver the Goods, you may treat the Contract as being at an end and We will reimburse you without undue delay.

9.11.2     If delivery of the Goods within the agreed time period or at the agreed time was essential (taking into account the relevant circumstances at the time the Contract was formed) and We fail to deliver, you may treat the Contract as being at an end and We will reimburse you without undue delay.

9.11.3     If you have told Us that delivery within the agreed time period or at the agreed time was essential and We fail to deliver, you may treat the Contract as being at an end and We will reimburse you without undue delay.

9.12         If any of the events in sub-Clause 9.11 occur you may, instead of treating the Contract as being at an end, specify a new delivery time or time period.  If We continue to fail to deliver the Goods, you may treat the Contract as being at an end and We will reimburse you without undue delay.

9.13         If, despite the events in sub-Clause 9.11 and 9.12, you choose not to treat the Contract as being at an end, your right to cancel your Order or to reject the Goods will be unaffected.  If you do so, We will reimburse you without undue delay.

9.14         If the Goods form a Commercial Unit, you may only reject or cancel all of the Goods, not a portion of them.

 

10.          Risk and Retention of Title

10.1         Risk of damage to or loss of the Goods shall pass to the Buyer at:

10.1.1     in the case of Goods to be delivered at the Seller’s premises, the time when the Seller notifies the Buyer that the Goods are available for collection; or

10.1.2     in the case of Goods to be delivered otherwise than at the Seller's premises, the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.

10.2         Notwithstanding, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the Contract Price of the Goods and any other goods supplied by the Seller and the Buyer has repaid all moneys owed to the Seller, regardless of how such indebtedness arose.

10.3         Until payment has been made to the Seller in accordance with these Terms and Conditions and the Contract and title in the Goods has passed to the Buyer, the Buyer shall be in possession of the Goods as bailee for the Seller and the Buyer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Seller and shall insure the Goods against all reasonable risks.

10.4         The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

10.5         The Seller reserves the right to repossess any Goods in which the Seller retains title without notice. The Buyer irrevocably authorises the Seller to enter the Buyer’s premises during normal business hours for the purpose of repossessing the Goods in which the Seller retains title or inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 10.3. 

10.6         The Buyer’s right to possession of the Goods in which the Seller maintains legal and beneficial title shall terminate if:

10.6.1     the Buyer commits or permits any material breach of his obligations under these Terms and Conditions;

10.6.2     the Buyer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;

10.6.3     the Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;

10.6.4     the Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer.

11.          Faulty, Damaged or Incorrect Goods if you are a Consumer

11.1         By law, We must provide goods that are of satisfactory quality, fit for purpose, as described at the time of purchase, in accordance with any pre-contract information We have provided, and that match any samples or models that you have seen or examined (unless We have made you aware of any differences).  If any digital content is included in the Goods, that digital content must also conform.  If any Goods you have purchased do not comply and, for example, have faults or are damaged when you receive them, or if you receive incorrect Goods, please contact Us as soon as reasonably possible to inform Us of the fault, damage or error, and to arrange for a refund, repair or replacement.

11.2         You must inspect the Goods on delivery or collection.

11.3         Beginning on the day that you receive the Goods (and ownership of them) you have a 30 Calendar Day right to reject the Goods and to receive a full refund if they do not conform as stated above.  If you do not wish to reject the Goods, or if the 30 Calendar Day period has expired, you may request that the Goods are repaired or replaced. Within the first six months after you have received the Goods, you are entitled to a repair or replacement unless We can prove that the defect was not present at the time you bought the Goods. After the first six months, you must prove to Us that the defect was present at the time of purchase in order to qualify for a repair or replacement. We will bear any associated costs and will carry out the repair or replacement within a reasonable time and without significant inconvenience to you. In some cases, if repair or replacement is impossible or otherwise disproportionate, We may instead offer you the alternative (i.e. a replacement instead of a repair or vice versa) or a full refund.

If you request a repair or replacement during the first 30 Calendar Day period, that period will be suspended while We carry out the repair or replacement and will resume on the day that you receive the replacement or repaired Goods. If less than 7 Calendar Days remain out of the original period, it will be extended to 7 Calendar Days.

If, after a repair or replacement, the Goods still do not conform (or if We cannot repair or replace them, as described above, or have failed to act within a reasonable time and/or without causing you significant inconvenience), you may have the right either to keep the Goods at a reduced price, or to reject them in exchange for a refund.

If you exercise this final right to reject the Goods more than six months after you receive them (and ownership of them), we may reduce any refund to reflect the use you have had out of the Goods.

11.4         Please note that you will not be eligible to claim under this Clause 11 if We informed you of any faults, damage or other problems with the Goods before your purchase of them; if you have purchased the Goods for an unsuitable purpose that is neither obvious nor made known to Us and the problem has resulted from your use of the Goods for that purpose; or if the problem is the result of normal wear and tear, misuse or intentional or careless damage.  Please also note that you may not return Goods to Us under this Clause11 merely because you have changed your mind.  Please refer to Clause 15 and 16 for details of what to do if you change your mind.

11.5         To return Goods to Us for any reason under this Clause 11, you may do so in person during Our business hours of 0900-1600hrs or you may return them to Us by post or another suitable delivery choice.  

11.6         We will be fully responsible for the costs of returning Goods under this Clause 11 and will reimburse you where appropriate.

11.7         Refunds (whether full or partial, including reductions in price) under this Clause 11 will be issued within 14 Calendar Days of the day on which We agree that you are entitled to the refund.

11.8         Any and all refunds issued under this Clause 11 will include all delivery costs paid by you when the Goods were originally purchased.

11.9         For full details of your rights and remedies as a consumer, please contact your local Citizens Advice Bureau or Trading Standards Office.

11.10       For any training based products, where you'll physically attend a course, your right to a refund is waived at 12:00 midnight the day before the training commences. This is due to the fixed costs involved in supplying a training course.

 

12.          Faulty, Damaged or Incorrect Goods if you are a Business Customer

12.1         You must inspect the Goods on delivery or collection.

12.2         If on delivery any of the Goods are defective in any material respect and either the Buyer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Buyer gives written notice of such defect to the Seller within 3 Business Days of such delivery, the Seller shall at its option:

12.2.1     to repair or replace Equipment (other than consumable items) which is found to be defective as a result of faulty materials or workmanship within twelve months of delivery and installation unless otherwise stated in writing.

12.2.2     but the Seller shall have no further liability to the Buyer in respect thereof and the Buyer may not reject the Goods if delivery is not refused or notice given by the Buyer as set out above.

12.3         No Goods may be returned to the Seller without the prior agreement in writing of the Seller.  Subject thereto any Goods returned which the Seller is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Seller’s sole discretion the Seller shall refund or credit to the Buyer the price of such defective Goods but the Seller shall have no further liability to the Buyer.

12.4         The Seller shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Seller’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Seller’s prior approval, or any other act or omission on the part of the Buyer, its employees or agents or any third party.

12.5         Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

12.6         Except in respect of death or personal injury caused by the Seller’s negligence, or as expressly provided in these Terms and Conditions, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Buyer (including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer.

12.7         The Buyer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Buyer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Buyer is carried out in accordance with directions given by the Seller or any competent governmental or regulatory authority and the Buyer will indemnify the Seller against any liability loss or damage which the Seller might suffer as a result of the Buyer’s failure to comply with this condition.

 

13.          Supply and Use of the Goods

13.1         Unless otherwise agreed between the parties in writing Products are intended for a non-military use only.

13.2         Neither party shall export, directly or indirectly, any technical data acquired from the other party under these Terms (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations, including United States, UK and EU export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval. The Customer shall ensure that the Products will not be exported, sold, diverted, transferred or otherwise disposed of in violation of any import or export legislation, either in their original form or after being incorporated into other items.

13.3         To claim the benefit of any warranty you must inform us of the defect as soon as reasonably possible but in any event not later than 3 days after discovery. When notifying a defect, you should provide us with a documented example of the defect and allow us reasonable access to your premises, facilities and relevant personnel to resolve the relevant issues.

13.4         We recommend you employ a maintenance routine as taught on operator training courses but we shall have no liability for any maintenance of the Product you conduct.

14.          Training Course – Service

14.1         We will invoice you for a deposit for the training course and we will invoice you any outstanding balance on completion of training.

14.2         You must pay the Price within 10 days of the date of our invoice date.

14.3         The training course is a compulsory attendance for award of an A2 CofC or GVC Certificate and no missing training days will be allowed. 

14.4         The Client is responsible for ensuring course attendance and for full course loading as permitted by Aviation Systems Group.

14.5         In the event of a participant being unable to attend training, due to a genuine reason of sickness or due to a work priority, that is confirmed by the Client then that individual will be able to attend the next training course being provided by Aviation Systems Group free of charge. 

14.6         If you arrive late for a course or are absent from any session, we reserve the right to refuse to accept you for training if we feel you will gain insufficient knowledge or skill in the time remaining. In all such cases, the full course fee remains payable.

14.7          If you arrive late to your online exam, miss your online exam slot, haven’t completed the necessary checks or the exam is stopped by the proctor due to suspicious behaviour then the full course fee remains payable and you will be charged £49.00 for every exam resit.

15.          Returning Goods If You Change Your Mind if you are a Consumer

15.1         If you are not satisfied with any Goods purchased from Us you have the right to return them in exchange for a refund or a replacement, subject to the provisions of this Clause 15.  This Clause 15 does not apply to Goods that are not in compliance with the Contract and your legal rights.  For such Goods, please refer to Clause 11.

15.2         If you wish to return Goods to Us under this Clause 15 you must do so within 5 Business Days of taking delivery (or collecting them from Us), telling Us why you wish to return the Goods. 

15.3         All Goods must be returned to Us under this Clause 15 in their original condition, in their original, un-opened packaging, accompanied by proof of purchase.

15.4         You may return Goods to Us in person during Our business hours of 0900-1600hrs or you may return them by post or another suitable delivery service of your choice.  You are solely responsible for the cost of returning Goods to Us under this Clause 15.

15.5         You may request that We collect the Goods from you.  Please ensure that the Goods are ready for collection at the agreed time and location.  You are solely responsible for the cost to Us of collecting the Goods under this Clause 15.

15.6         Refunds or replacements will be issued to you immediately if you return Goods to Us in person or within 3 days of Our receipt of the Goods if you return Goods to Us by post or similar delivery service, or if We collect the Goods from you.

15.7         Please note that this extended return period (guarantee) applies only to consumers resident in the United Kingdom. The provisions of this Clause 15 are in addition to your legal rights, not instead of them.

 

16.          Returning Goods If You Change Your Mind if you are a Business Customer

16.1         These Terms and any document expressly referred to in them constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in these Terms or any document expressly referred to in them.

16.2         If products are not in stock and are ordered by Us to meet a business customers order, with specific notification of the same by Our representative. Then the order cannot be cancelled, and goods need to be paid for in full.

16.3         We only supply a Product for internal use by your business, and you agree not to use a Product for any re-sale purposes.

 

17.          Our Liability if you are a Consumer (i.e. a person who is buying a product for their own personal use and not for commercial operations)

17.1         We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms and Conditions or as a result of Our negligence (including that of Our employees, agents or sub-contractors).  Loss or damage is foreseeable if it is an obvious consequence of Our breach or negligence or if it is contemplated by you and Us when the Contract is created.  We will not be responsible for any loss or damage that is not foreseeable.

17.2         We only supply Goods for domestic and private use.  We make no warranty or representation that the Goods are fit for commercial, business or industrial use of any kind (including resale). By making your Order, you agree that you will not use the Goods for such purposes.  We will not be liable to you for any loss of profit, loss of business, interruption to business or for any loss of business opportunity. 

17.3         We will not be liable to you  for any use made including but not limited to modifications to the Product made by the Customer, (including but not limited to changes to default settings on autopilot, autopilot software and firmware (including upgrades), radio, ESC, prop changes, battery changes, weight changes that may affect flight or for damage caused by magnetic interference).

17.4         Nothing in these Terms and Conditions seeks to exclude or limit Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation. This includes:

17.5         Nothing in these Terms and Conditions seeks to exclude or limit Your legal rights as a consumer.  For more details of Your legal rights, please refer to Your local Citizens Advice Bureau or Trading Standards Office.

 

18.          Our Liability if you are a Business Customer (i.e. acting on behalf of a commercial entity)

18.1         Subject to the provisions of Clauses 9 and 11 the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

18.1.1     any breach of these Terms and Conditions or the Contract;

18.1.2     or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and 

18.1.3     any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

18.2         All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

18.3         Nothing in these Terms and Conditions excludes or limits the liability of the Seller: 

18.3.1     for death or personal injury caused by the Seller’s negligence;

18.3.2     for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or

18.3.3     for fraud or fraudulent misrepresentation.

18.4         Subject to sub-Clauses 18.2 and 18.3:

18.4.1     the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and

18.4.2     the Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

18.4.3     any use made including but not limited to modifications to the Product made by the Customer, (including but not limited to changes to default settings on autopilot, autopilot software and firmware (including upgrades), radio, ESC, prop changes, battery changes, weight changes that may affect flight or for damage caused by magnetic interference);

 

19.          Events Outside of Our Control (Force Majeure)

19.1         We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control.  Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

19.2         If any event described under this Clause 19 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms and Conditions:

19.2.1     We will inform you as soon as is reasonably possible;

19.2.2     Our obligations under these Terms and Conditions will be suspended and any time limits that We are bound by will be extended accordingly;

19.2.3     We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Goods as necessary;

19.2.4     If the event outside of Our control continues for more than 3 months We will cancel the Contract and inform you of the cancellation.  Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible;

19.2.5     If an event outside of Our control occurs and you wish to cancel the Contract, you may do so in accordance with your right to cancel under sub-Clause 7.4 above.

 

20.          Termination

20.1         Without prejudice to any other rights or remedies available hereunder either party may terminate this Contract forthwith by giving notice in writing to the other upon the happening of any one or more of the following events, namely:

20.1.1     if the other commits any material breach of any of its obligations under the Contract which (if capable of remedy) it fails to remedy within three days of a notice in writing given by the aggrieved party to the party in default specifying the breach and requiring such breach to be remedied;

20.1.2     if the other is deemed to be unable to pay his or its debts within the meaning of applicable insolvency regulations or calls a meeting or presents or has granted a petition to wind-up (save for a solvent reconstruction) or to appoint an administrator or has an administrative receiver, receiver and manager, or receiver appointed over any part of its or his business, undertaking, property or assets, or presents or has granted a petition for bankruptcy;

20.1.3     if a secured lender to the other party takes any steps to obtain possession of the property on which it has security or otherwise to enforce a security;

20.1.4     if the other suffers or undergoes any procedure analogous to any of those listed above or any other procedure available in the territory in which the other is constituted or established or domiciled to an insolvent debtor or to the creditors of such a debtor.

20.2         Without prejudice to any rights and remedies available to it, we shall be entitled, forthwith on written notice to you, to either suspend the User’s access to a Product or terminate the Licence (and any other licence with you) if any sum owing to us from you on any account whatsoever shall have been left unpaid after the due date for payment.

21.          Consequences of Termination

21.1         Upon termination of this Contract for any reason whatsoever:

21.1.1     the Contract of the parties in relation to confidentiality under this Contract shall continue in full force and effect;

21.1.2     termination of the Contract shall be without prejudice to any rights of either party against the other which may have accrued up to the date of such termination; and

21.1.3     upon termination of the Contract for any reason whatsoever, all monies due to us shall become immediately due and payable.

22.          Confidentiality, Publications and Endorsements

22.1         The Buyer will regard as confidential the contract and all information obtained by the Buyer relating to the business and/or products of the Seller and will not use or disclose to any third party such information without the Seller'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 Buyer's default.

22.2         The Buyer will not use, authorise or permit any other person to use any name, trademark, house mark, emblem or symbol which the Seller is licensed to use or which is owned by the Seller upon any premises, note paper, visiting cards, advertisement or other printed matter or in any other manner whatsoever unless such use shall have been previously authorised in writing by the Seller and (where appropriate) its licensor.

22.3         The Buyer will use its reasonable endeavours to ensure compliance with this Clause 12, where relevant, by its employees, servants and agents.

22.4         The provisions of this Clause 22 shall survive the termination of the Contract.

23.          Lithium Polymer Batteries (LIPO, LI-POLY)

23.1         You agree to use any Lithium Polymer batteries supplied in accordance with the manufacturer’s instruction. You must regularly check any Lithium Polymer batteries and store them in conditions consistent with the manufacturer’s instructions. We recommend that Lithium Polymer batteries are replaced after 250 cycles and they must be disposed of in accordance with WEEE regulations.

23.2         Fire can be caused by overcharging Lithium Polymer batteries (including the uses of the wrong charger or charger setting, unbalanced battery load, charger fouled by poor power supply), charging a damaged cell or pack and short circuit (including crash damage).

23.3         Cells or packs can be damaged by over discharging (including running too flat and/or too hot, discharging an unbalanced battery load), short circuit and crash damage.

23.4         Many airlines do not permit carriage of Lithium Polymer batteries. You must check airline policies and rules before attempting to fly with Lithium Polymer batteries on commercial airline flights.

23.5         Misuse, abuse incorrect charging and discharging and all other inappropriate use of Lithium Polymer batteries is not covered under the warranty set out above.

24.          Communication and Contact Details

24.1         If you wish to contact Us, you may do so by telephone at 0800 2118400 or by email at

24.2         In certain circumstances you must contact Us in writing (when cancelling an Order, for example).  When contacting Us in writing you may use the following methods:

24.2.1     Contact Us by email at                          or

24.2.2     Contact Us by pre-paid post at Aviation Systems Group Ltd, 4 The Old Dairy, Fonthill Bishop, Salisbury, Wiltshire SP3 5SH.

24.3         If you are a business, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

25.          How We Use Your Personal Information (Data Protection)

25.1         All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR.

25.2         For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Notice available from our website.

26.          Other Important Terms

26.1         We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business).  If this occurs you will be informed by Us in writing.  Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms will be transferred to the third party who will remain bound by them.

26.2         You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission. Please note, however, that you can transfer the benefit of the extended return period (guarantee) in Clause 15 and 16 without our consent.

26.3         The Contract is between you and Us.  It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions (except the benefit of the extended return period (guarantee) in Clause 15 and 16).

26.4         If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions.  The remainder of these Terms and Conditions shall be valid and enforceable.

26.5         No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.

27.          Waiver

27.1         The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision.  Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

28.          Severance

28.1         The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract).  The remainder of these and the Contract shall be valid and enforceable.

29.          Third Party Rights

29.1         A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

30.          Governing Law and Jurisdiction

30.1         These Terms and Conditions, the Contract, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.

30.2         As a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Sub-Clause 30.1 above takes away or reduces your rights as a consumer to rely on those provisions.

30.3         Any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, the Contract, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.

 

Aviation Systems Group Ltd

Date: 20 February 2021

 
 
 
 
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