This web site (this “Site”) is owned and operated by Regional Aircraft which is a trading business of BAE Systems (Operations) Limited, a company incorporated in England (Company No. 01996687) and having its registered office at Warwick House, PO Box 87, Farnborough Aerospace Centre, Farnborough, Hants., GU14 6YU (“BAE”). The Regional Aircraft business has its main trading addresses at Prestwick International Airport, Ayrshire KA9 2RW and, at 16 Vickers Drive, Brooklands Business Park, Weybridge, Surrey KT13 0UJ. Its VAT registration number is GB 641 4071 69. Use of this Site is subject to these Conditions. If You do not agree to these Conditions You must cease use of this Site immediately.
BAE reserves the right to change these Conditions from time to time at its discretion, including (though not only) in response to any changes in law that may apply to its operations. Any amended version of these Conditions will apply to Your use of this Site immediately once BAE has published that amended version on this Site. By using this Site following such publication, You therefore agree to be bound by that amended version of these Conditions.
The Conditions set out in Section 1 apply to Your use of all of the parts of this Site and all of the content and services available through this Site. The Conditions set out or referred to in Sections 2 to 8 inclusive apply in each case only to Your use of the specific part of this Site to which each of those Sections refers. If and to the extent that there is any conflict between any of the Conditions in Section 1, and any of the Conditions set out or referred to in any of Sections 2 to 8 inclusive, the latter will prevail, and Section 1 will be treated as having been amended to the extent necessary to reflect that in each case.
The links below take You to the relevant Sections of these Conditions.
SECTION 1 – GENERAL
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In these Conditions, except where expressly provided otherwise:
1.1 any reference to a statute or a provision of a statute will be interpreted as a reference to that statute or provision as amended, re-enacted or extended at the relevant time;
1.2 the headings in these Conditions are for convenience only and will not affect their interpretation;
1.3 references to one gender will include other genders and reference to the singular will include the plural and vice versa;
1.4 a reference to a person such as a company, a firm or an individual will include other corporate bodies and unincorporated associations and vice versa;
1.5 the word “including” will mean “including, but not limited to” and the words “include” and “includes” will be interpreted accordingly;
1.6 a reference to a “paragraph” in any Section of these Conditions is to the relevant paragraph of the Section in which that reference appears;
1.7 “group company” means, in relation to any party, any holding company of that party, or any subsidiary of that party, or any subsidiary of a holding company of that party, and the expressions “holding company” and “subsidiary” have the meanings given to them in the Companies Act 1985 as that Act is amended or replaced by the Companies Act 2006; and
1.8 “You” means, according to the context in which it is used, the individual using this Site and/or the legal person on behalf of whom that individual is acting in the course of using this Site, and “Your ” and “Yours” will be construed accordingly.
2 Your password – use and security
If You choose to become a registered user of this Site, the password(s) which You select for these purposes is strictly for Your own use only, and You are responsible for keeping that password private and confidential. In particular, You must ensure that no-one else finds out what Your password is and/or accesses this Site using Your username and password (even if that other person works for the same organisation as You). You must notify BAE immediately if You become aware (or for any reason suspect) that any other person knows Your password and/or is using it to access this Site.
3.1 The fees which BAE charges for the goods and/or services which it makes available through this Site are specified or referred to in the relevant Section of these Conditions (or in some cases in a separate agreement which is referred to in the relevant Section of these Conditions), or on the relevant part of this Site.
3.2 Subject to paragraph 3.1, BAE does not charge its users a fee to access and use this Site. However if at any time BAE chooses (at its entire discretion) to begin charging a fee to access and use any part of this Site, BAE will inform You of the fee which it is proposing to charge, and of any resultant other amendments to these Conditions in so far as they apply to Your use of that part of this Site, and allow You to decide whether or not You wish to continue using that part of this Site.
4 Intellectual property rights
4.1 The entire content of this Site (including, but not limited to, text, software, photos, images and graphics of any sort) is protected by Intellectual Property rights including, design rights and copyright and database rights throughout the world. You may not copy (except by downloading and printing off copies to the extent expressly permitted by these Conditions), modify, publish, participate in the transfer or sale of, create derivative works based on, or in any way exploit, any of the content of this Site, in whole or in part. Unauthorised use of this Site may breach copyright and other intellectual property rights.
4.2 BAE grants to You a non-exclusive, non-transferable licence to view the content of this Site on a personal computer, and to download and print copies of any of the content of this Site, all solely to the extent that You require to do so for Your own internal business purposes. If and to the extent that BAE restricts access to any of the content of this Site to registered users, the licence granted in terms of this paragraph will extend to such content only if and for so long as You are a registered user of this Site and that content.
4.3 Except as expressly permitted by the foregoing paragraph, or under relevant law, You must not (and You must not instruct or allow anyone else to) copy, redistribute, retransmit, publish or commercially exploit in any way, any of the content of this Site. You must not delete or make any changes to (or instruct or allow anyone else to delete or make any changes to) any author attribution or copyright notice appearing as part of that content. You acknowledge that You do not acquire any intellectual property rights in any of the content of this Site by using this Site, including by downloading any material from it.
4.4 All trade marks or brand names appearing on this Site are the property of their respective owners, and You must not delete or make any changes to (or instruct or allow anyone else to delete or make any changes to) any trademark legend appearing on this Site in respect of any trade marks or brand names.
5 User conduct
5.1 You must not use this Site or any part of it or any of the content accessed by You through it in a manner or for any purpose which is prohibited by any of the laws which are applicable to You from time to time and/or which infringes the intellectual property rights or other rights of any nature of any other person.
5.2 In accessing and otherwise using this Site You must not use any technology (or otherwise do or fail to do any thing) which may detrimentally affect or hinder in any way the proper operation of this Site and/or of any of BAE’s other web sites or information technology systems from time to time, including (without affecting the generality of this paragraph 5.2) by introducing onto this Site, or otherwise into any information technology system owned or used by BAE, any virus or any equivalent or similar device or thing.
6 Linking and other websites
6.1 On this Site BAE may from time to time provide hypertext links to other web sites that are operated by third parties (i.e. people other than BAE). Please note that using such a link means that You are leaving this Site, and BAE takes no responsibility for, and makes no representations and gives no warranties in respect of, any web sites accessed through any such links from this Site.
6.2 Similarly, if You have accessed this Site by taking a link from another web site, BAE takes no responsibility for, and makes no representations and gives no warranties in respect of, any such other web site.
6.3 You must not create a link from another web site to this Site, except where You have BAE’s express prior written permission to do so, and in accordance with any instructions which BAE issues to You for these purposes.
7 Accuracy of content
7.1 BAE gives no warranties and makes no representations that any of the information and other content on this Site is in fact accurate and up to date or complete, and accepts no responsibility for any loss or damage caused by the inaccuracy or incompleteness of the information and other content on this Site. Furthermore the information and other content on this Site is not intended to address Your particular requirements. Such information and other content does not constitute any form of advice or recommendation by BAE, and is not intended to be relied upon by You in making (or refraining from making) any specific decisions. It is Your responsibility therefore to check and verify that information and other content, before acting on it or taking any decision (whether to do something or refrain from doing something or otherwise) in reliance upon it.
7.2 Without affecting the generality of any of the foregoing provisions, BAE is a distributor (and not a publisher) of any of the content of this Site which has been supplied by a third party (including (though not only) by any aircraft operator or any other user of this Site). Any opinions, advice, statements, services, offers, information or other content expressed or supplied by any such third party and made available on or through this Site are those of that third party, and not of BAE. BAE does not necessarily endorse, nor is it responsible for, the accuracy, currency or reliability of any such content.
8 Availability of this site and browser compatibility
8.1 BAE will be entitled at any time to modify or suspend all users’ access to, or temporarily or permanently remove from this Site or modify, any or all of the content of this Site, without notice to You. BAE will have no liability to You for any loss or damage incurred or suffered by You as a result of BAE’s exercise of its rights under this paragraph 8.1.
8.2 This Site has been designed to work with modern browsers see Technical Guide
BAE will be entitled at any time to modify or suspend all users’ access to, or temporarily or permanently remove from this Site or modify, any or all of the content of this Site, without notice to You. BAE will have no liability to You for any loss or damage incurred or suffered by You as a result of BAE’s exercise of its rights under this paragraph 8.2.
You agree to indemnify BAE, its officers, employees, agents, licensors, service providers and group companies against any and all claims, demands, liabilities, costs and expenses (including legal and other professional fees) howsoever arising from or in connection with Your use of this Site, whether from breach of contract (including these Conditions), in tort, from breach of statutory duty, or in any other way.
10 LIMITATION OF LIABILITY
10.1 THIS SITE IS MADE AVAILABLE BY BAE TO USERS ON AN “AS IS” BASIS, AND BAE GIVES NO WARRANTY OR UNDERTAKING THAT THIS SITE WILL BE AVAILABLE ON AN UNINTERRUPTED BASIS OR WILL BE ERROR FREE. BAE MAKES NO REPRESENTATIONS AND GIVES NO WARRANTIES AS TO THE ACCURACY, USEFULNESS, EFFECTIVENESS, RELIABILITY OR FITNESS FOR PURPOSE OF THIS SITE AND ITS CONTENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW EXPRESSLY EXCLUDES ANY AND ALL IMPLIED WARRANTIES IN RELATION TO THIS SITE AND ITS CONTENT, INCLUDING BUT NOT LIMITED TO THOSE RELATING TO TITLE, DESCRIPTION, QUALITY, FITNESS FOR PURPOSE, FREEDOM FROM COMPUTER VIRUSES, NON INFRINGEMENT OF THIRD RIGHTS (WHETHER INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE) AND THE EXERCISE BY IT OF ALL DUE CARE AND SKILL. TO THE EXTENT PERMITTED BY LAW BAE ACCEPTS NO LIABILITY WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY LOSS, COSTS, DAMAGES OR OTHER LIABILITIES OF ANY NATURE SUFFERED BY YOU (OR BY ANY THIRD PARTY) AS A RESULT OF ANY INTERRUPTION TO THE AVAILABILITY OF THIS SITE OR ANY OF ITS CONTENT, OR OTHERWISE AS A RESULT OF THE USE BY YOU OR ANY OTHER PARTY OF THIS SITE AND/OR ANY OF ITS CONTENT AND/OR THE RELIANCE BY YOU OR ANY OTHER PARTY ON ANY OF THAT CONTENT.
10.2 WITHOUT AFFECTING THE GENERALITY OF PARAGRAPH 10.1, SUBJECT TO PARAGRAPH
10.3, BAE DOES NOT ACCEPT ANY LIABILITY FOR (A) ANY REPRESENTATION NOT EXPRESSLY SET OUT IN THESE CONDITIONS (OTHER THAN A FRAUDULENT MISREPRESENTATION) OR (B) ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS, COSTS, EXPENSES OR DAMAGE (INCLUDING BUT NOT LIMITED TO ANY LOSS OF OR CORRUPTION OF DATA, AND ANY LOSS OF ANTICIPATED SAVINGS, BARGAIN, PROFITS, REVENUE OR BUSINESS), EVEN IF ANY SUCH LOSS, COSTS, EXPENSES AND DAMAGE WAS (OR WERE) FORESEEABLE.
10.3 BAE ACCEPTS LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM ITS NEGLIGENCE, AND NOTHING IN THESE CONDITIONS SEEKS TO EXCLUDE OR LIMIT SUCH LIABILITY.
11 Termination of Your registration and/or Your access to this Site
11.1 BAE may terminate Your status as a registered user of any or all of this Site and/or prevent You from accessing any or all of this Site, with immediate effect and without giving You any prior notice or warning at its entire discretion, and without explaining to You its reasons for doing so, except if and to the extent that by doing so BAE would breach any contractual obligation which BAE owes to You other than under these Conditions.
11.2 If BAE has terminated Your status as a registered user under paragraph 11.1 on any occasion, it will have no obligation to renew Your status as a registered user at any time thereafter, should You apply to re-register as a user of this Site.
11.3 If, following Your registration as a user of this Site, You do not log in to this Site for a continuous period of 6 months or more, Your status as a registered user of this Site will be suspended (and you will therefore not be able to access any of the parts of this Site which are restricted to registered users). If you attempt to log in in these circumstances, instructions will appear on screen explaining to You how to contact BAE to ask to have Your registration reactivated. BAE will be entitled to decide at its entire discretion whether or not to reactivate Your registration.
11.4 To be clear, termination of Your registration as a user of this Site and/or of Your access to any or all of this Site, will not affect any existing contractual obligation on BAE’s part to supply You with any goods and/or services which You have ordered through this Site, but which are to be delivered or supplied by BAE other than by using this Site. BAE’s rights to terminate any such supply will be as set out or referred to in the relevant Section of these Conditions.
12 Data protection and privacy
13 Rights of BAE’s group companies
13.1 You acknowledge that although this Site is owned and operated by BAE, some or all of BAE’s group companies may from time to time be involved in providing elements of the content available on this Site and supplying any related goods and/or services.
13.2 Accordingly, You acknowledge and agree that:
13.2.1 each such group company of BAE will have the same rights as BAE under these Conditions, and that You therefore have the same obligations to each of those group companies as You have to BAE;
13.2.2 each such group company of BAE will be entitled to enforce these Conditions directly against You, in terms of the Contracts (Rights of Third Parties) Act 1999; and
13.2.3 the provisions of this paragraph 13 have been notified to all of BAE’s group companies.
13.3 You agree with BAE that, except as provided in this paragraph 13, it is not the intention of You and BAE to confer any rights in terms of these Conditions on any person other than You and BAE, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
Failure by BAE to enforce any of its rights under these Conditions will not result in a waiver of any such right.
If any paragraph (or part of a paragraph) of these Conditions should be found not to be valid, lawful or enforceable by a court having proper authority, or if the law changes so that it becomes invalid, unlawful or not enforceable to any extent, then this paragraph will apply. The paragraph (or part affected) will be treated as having been deleted from the remaining terms of these Conditions which will continue to be valid.
16 Assignment and sub-licensing etc.
16.1 You may not assign, novate or otherwise transfer any (or all) of Your rights and obligations under these Conditions, or sub-license your rights or sub-contract Your obligations under these Conditions.
16.2 BAE may assign, novate or otherwise transfer any (or all) of its rights and obligations under these Conditions, or sub-license its rights or sub-contract its obligations under these Conditions, in each case to any third party (or parties) of its choice.
17 Entire agreement
These Conditions constitute the entire agreement between You and BAE relating to this Site and Your use thereof, and supersede any previous agreements or arrangements between You and BAE in relation thereto.
18 Governing law and dispute resolution
18.1 English law will apply to these Conditions, notwithstanding the jurisdiction where You are based. For the benefit of BAE You irrevocably agree that any dispute arising under or in connection with these Conditions will be dealt with by the English courts. This means that BAE or any group company of BAE will be entitled to take action against You in the English courts or in a court in any other jurisdiction which has authority to settle the dispute in question, but You will only be entitled to take action against BAE in the English courts. The place of performance of the contract created by Your use of this Site subject to these Conditions will be England.
18.2 BAE makes no representation and gives no warranty that its making available this Site, or any of the information available on it, and Your accessing this Site, does not breach any laws (other than English law).
SECTION 2 – PARTS SEARCH
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1 Information available to You
1.1 The information available to You on the “UK Part Search” and the “US Part Search” sections of this Site is indicative only, and (for the avoidance of doubt) does not constitute (and will in no circumstances be construed as) an offer by BAE to sell to You any of the parts to which that information relates.
1.2 If You submit an “RFQ” (or Request for Quotation) to BAE, in relation to any of the parts for which you have searched using the “UK Part Search” or the “US Part Search” sections of this Site, BAE will provide You with a quotation in respect of the supply to You of that (or those) part(s). However such quotation will not constitute (and will in no circumstances be construed as) an offer by BAE to sell to You any of the part(s) to which that quotation relates.
1.3 For the avoidance of any doubt the “UK Part Search” and “US Part Search” sections of this Site do not provide You with the facility to enter into a contract to purchase any parts from BAE through this Site. Accordingly, if You decide to purchase from BAE any part to which the provisions of paragraph 1.1 and/or 1.2 apply, Your purchase will be subject to:
1.3.1 Section 3 of these Conditions, if You choose to purchase that part through Spares; or
1.3.2 in any other case, BAE’s then current standard conditions of sale, as communicated to You by BAE.
SECTION 3 – SPARES
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1 Definitions and interpretation
1.1 In this Section 3 of these Conditions, the following defined terms have the following meanings
1.1.1 “Appropriate Authority” means any airworthiness authority having proper jurisdiction in respect of the matter in question, whether the Civil Aviation Authority, the European Aviation Safety Agency, the United States Federal Aviation Administration or otherwise;
1.1.2 “BAE’s Acceptance” has the meaning given to that term in paragraph 2.2;
1.1.3 “BAE Group” means BAE and any group company of BAE (as defined in paragraph 1.7 of Section 1 of these Conditions) and in this Section 2 of these Conditions companies within the BAE Group are called “members” of the BAE Group;
1.1.4 “BAE IPR” means IPR created, owned, or used by or on behalf of BAE or any other member of the BAE Group in the course of the design, manufacture and supply of the Goods and includes IPR in Confidential Information;
1.1.5 “Confidential Information” means any information that is disclosed by one Party to the other in connection with any Contract in whatever form (whether orally, electronically or in writing, and whether or not such information is expressly stated to be confidential or marked as such). Confidential Information includes know-how, trade secrets, product and formulation specifications, business plans, technical specifications, unpublished patent specifications, formulae, manufacturing processes, data, drawings, plans, photographs, databases and computer software in disk, cassette, tape or electronic form;
1.1.6 “Contract” means a contract for the sale of Goods by BAE to You, formed in the manner described in paragraph 2.3;
1.1.7 “Delivery Address” means such of BAE’s premises at Vickers Drive, Brooklands Business Park, Weybridge, Surrey, England; or Prestwick International Airport, Ayrshire, Scotland, as is specified in BAE’s Acceptance, or such other place of which BAE gives You notice from time to time;
1.1.8 “Delivery Date” means the date(s) when the Goods will be available for collection for the purposes of the Contract being the date(s) specified in BAE’s Acceptance, or such other date(s) of which BAE gives You notice from time to time;
1.1.9 “Goods” means the goods (including any part of them and any part delivered in stages) set out or referred to in BAE’s Acceptance. To be clear, “Goods” includes materials, spares, equipment, raw materials, finished or semi-finished materials or articles, machinery or commodities. A reference to Goods includes individual items, or a number of items, whether or not identical or similar;
1.1.10 “IPR” means, without limitation, any patent, copyright, right in the nature of copyright, database right, registered design, design right, registered or unregistered trade mark or topography right, and any other industrial or intellectual property rights (whether or not registered) and applications for any of the foregoing rights;
1.1.11 “Order Confirmation Screen” means the screen which is automatically generated by Spares, following submission by You of an order for goods through Spares, and which sets out the details of Your order and may be printed by You for reference purposes;
1.1.12 “Party” means one of the parties to a Contract, being either BAE or You;
1.1.13 “Price” means the aggregate price of the Goods as calculated and communicated to You by BAE in accordance with paragraph 4, and, where the context permits, the price for any part delivery of the Goods, where the Goods are to be delivered in stages;
1.1.14 “Spares ” means the Spares section of this Site;
1.1.15 “Warranties” means the warranties contained in paragraph 9.2;
1.1.16 “Warranty Period” means, in respect of any Goods, the period of 12 months from the Delivery Date for those Goods. In the case of any Goods being repaired or replaced by BAE during the Warranty Period, the unexpired Warranty Period will recommence from the date upon which You are notified by BAE that the repairs have been finalised or the replacement Goods are ready and (in either case) available for collection by You.
2 Formation of a Contract for the sale of Goods
2.1 The availability on Spares of information in relation to any goods does not constitute (and will in no circumstances be construed as constituting) an offer by BAE to sell to You any of those goods.
2.2 Where you submit an order for any goods through Spares, You will receive confirmation of receipt by BAE of that order, in the form of the Order Confirmation Screen.
2.3 If (and to the extent that) the Order Confirmation Screen shows that the goods which You ordered are in stock and displays the Price for those goods, the Order Confirmation Screen constitutes BAE’s acceptance of your order for those goods (“BAE’s Acceptance”). The Contract between You and BAE for the sale of those goods will be formed when you receive BAE’s Acceptance.
2.4 If (and to the extent that) the Order Confirmation Screen shows that the goods which You ordered are in stock but indicates that the price for those goods is “tba” (or “to be agreed”) or otherwise does not display a price for those goods, the Order Confirmation Screen does not mean that Your order for those goods has been accepted by BAE. BAE will contact you separately by email or by telephone to discuss your order and any contract for the sale of those goods will be formed off line (i.e. other than through this Site) and will be subject to BAE’s standard terms and conditions of sale.
2.5 If (and to the extent that) the Order Confirmation Screen shows that the goods which You ordered are not in stock, the Order Confirmation Screen does not mean that Your order for those goods has been accepted by BAE. BAE will contact you separately by email or by telephone to discuss your order and any contract for the sale of those goods will be formed off line (i.e. other than through this Site) and will be subject to BAE’s standard terms and conditions of sale.
2.6 The Contract between You and BAE will relate only to the Goods identified or referred to in BAE’s Acceptance. BAE will not be obliged to supply to You any goods listed in Your order, but not identified or referred to in BAE’s Acceptance.
2.7 Section 1 and this Section 3 of these Conditions will apply to the Contract to the exclusion of any other Conditions put forward by You as being the Conditions upon which You contract with BAE to purchase the Goods.
2.8 No variation to the Contract will be binding unless agreed in writing between You and BAE. BAE’s employees or agents are not authorised to vary the Contract nor make any representations concerning the Goods unless confirmed by BAE in writing.
2.9 In entering into the Contract, You acknowledge that You are not relying on any representations or promises, whether express or implied, by whosoever and to whomsoever made (whether orally or in writing) except to the extent that those representations or promises are expressly set out in these Conditions.
2.10 However nothing in these Conditions affects the liability that either Party may have to the other for fraudulent misrepresentation.
3 Description of the Goods
3.1 The quantity, quality and description of the Goods will be as specified or referred to in BAE’s Acceptance or as otherwise agreed in writing by BAE.
3.2 BAE reserves the right to make any changes to the specification of the Goods that are required to conform with any applicable statutory or regulatory requirements in force from time to time and to alter or substitute the Goods provided that:
3.2.1 the changes do not materially affect the quality or performance of the Goods; and
3.2.2 such alteration or substitution is approved by any Appropriate Authority where such approval is required.
3.3 You are responsible for:
3.3.1 giving BAE any information, documentation and materials relating to the Goods that BAE reasonably requires within a sufficient time to enable BAE to perform the Contract in accordance with its terms;
3.3.2 ensuring the accuracy of the terms of all orders (including the terms of any applicable specifications) and other information submitted by You in accordance with paragraph 3.3.1; and
3.3.3 (without affecting the generality of paragraph 3.3.1) giving BAE upon request by it any information, documentation and materials which BAE reasonably requires in order to comply with its quality control procedures in force from time to time.
4 Price of the Goods
4.1 Subject to paragraphs 4.2, 4.3 and 4.5, the Price will be calculated by applying the prices set out on Spares at the time of submission by You of Your order for the Goods and will be confirmed by BAE in its Acceptance.
4.2 Spares contains details of a large number of goods, and from time to time some of the prices listed on Spares may be incorrect. Where the Price for any Goods is less than the amount set out on Spares at the time of submission by You of Your order for those Goods, we will only charge You the lower amount. Where the Price for any Goods is higher than the amount set out on Spares at the time of submission by You of Your order for those Goods, BAE will (at BAE’s discretion) either contact You to inform You of the correct Price and ask whether You still wish to proceed with the purchase of the Goods at that Price, or reject Your order for those Goods and notify You to that effect.
4.3 Even where BAE has already issued BAE’s Acceptance in respect of Your order for any Goods, if that Acceptance includes or refers to a Price for those Goods determined in accordance with incorrect prices which appeared on Spares , and which are lower than the actual prices for those Goods, BAE will be under no obligation to sell you those Goods at that incorrect Price, if the pricing error was obvious and unmistakeable (to anyone acting reasonably) and could therefore have reasonably been recognised by You as an error.
4.4 Unless otherwise stated the Price will be:
4.4.1 exclusive of any applicable taxes and duties. If BAE is required to pay any taxes or duties on Your behalf, You will reimburse BAE immediately on demand; and
4.4.2 inclusive of all charges for packaging the Goods for air freight (in compliance with ATA-300 or any amendment to, or replacement of, that standard from time to time).
4.5 BAE reserves the right, by giving You notice in writing at any time prior to the Delivery Date, in the event that there is any increase in the cost to BAE:
4.5.1 of providing the Goods, including any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials, fuel, power, transport or other costs of manufacture;
4.5.2 resulting from any change in the Delivery Date, quantities or specifications of the Goods requested by You or by an Appropriate Authority; or
4.5.3 resulting from any delay caused by any of Your instructions or failure by You to give BAE adequate information, material or instructions, to increase the Price by a reasonable sum that puts BAE in the same position in terms of profitability as it would have been in, had the event not occurred.
4.6 Where the Price is varied in terms of paragraph 4.5, such variation will be binding on You and will not give You the right to cancel the Contract.
5 Terms of payment
5.1 BAE will invoice You for the Price (or instalments of the Price) on the invoice date(s) set out or referred to in BAE’s Acceptance. If no invoice date(s) are set out or referred to in BAE’s Acceptance, BAE may invoice You on, or at any time after, the date of conclusion of the Contract in terms of paragraph 2.3.
5.2 You will pay the Price in the currency specified or referred to in BAE’s Acceptance in cleared funds to BAE’s nominated bank account specified or referred to in BAE’s Acceptance or such other bank account of which BAE gives You notice from time to time, within 30 days of the date of BAE’s invoice. Time of payment of the Price will be of the essence of the Contract.
5.3 If You do not make payment within 30 days of the date of the invoice, then without limiting any other remedy available to BAE, BAE may:
5.3.1 immediately terminate the Contract (in whole or in part) or suspend all further work or deliveries until payment has been made in full. Any additional costs and expenses of whatever nature incurred by BAE as a result of any termination or suspension will be paid by You; and/or
5.3.2 charge interest on such outstanding sums from time to time at the rate of 4% per annum above the base lending rate of Barclays Bank plc from the date that payment should have been made until the date that payment in full has been received by BAE, such interest being calculated on a daily basis. In addition You will reimburse all costs and expenses (including legal costs) incurred by BAE in the collection of any overdue amount.
5.4 Whenever under the Contract any sum of money shall be recoverable from, or payable by, You, it may be deducted from any sum then due or which may at any time afterwards become due to You under this or any other contract with BAE or any other member of the BAE Group. The exercise by BAE or members of the BAE Group of their rights under this paragraph will not affect any other rights or remedies available to BAE under the Contract, or otherwise howsoever, at law or in equity. You will pay all amounts due under the Contract in full without deduction or withholding other than as required by law and You will not assert any right of set-off or credit in order to justify the withholding of payment of such amounts in whole or in part.
5.5 If You fail to take Delivery of the Goods on the Delivery Date or if BAE is prevented from performing any of its obligations under the Contract as a result of any act or omission on Your part, BAE will be entitled (without affecting any other rights or remedies which BAE may have) to invoice You for the Price and payment will be due as if Delivery of the Goods had been effected. In such event You will be liable for and will promptly reimburse BAE (if BAE asks You to do so) for all costs and expenses incurred by BAE up to the time of actual collection of the Goods in accordance with paragraph 6.3.
6.1 Unless the Contract expressly provides otherwise, delivery of the Goods will be effected by BAE making the Goods available for collection by You at the Delivery Address on the Delivery Date (“Delivery”).
6.2 Where the Contract provides for Delivery of the Goods in stages, each Delivery will be treated as taking place under a separate contract and default or delay by BAE in making any single Delivery will not entitle You to terminate the Contract as a whole.
6.3 You will collect the Goods on the Delivery Date from the Delivery Address. If You fail to take delivery of the Goods on the Delivery Date then, without limiting any other right available to BAE, BAE may at its sole option:
6.3.1 store the Goods until actual delivery and charge You for the reasonable costs of storage (including insurance, preservation and demurrage charges) and any other charges reasonably incurred by BAE. To be clear, BAE will be entitled to exercise a right of lien over the Goods in respect of payment of such costs and charges; or
6.3.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to You for the excess over the Price or charge You for any shortfall below the Price.
6.4 You will procure that any of Your representatives attending any of BAE’s premises will comply with all regulations that apply to such premises, including all applicable security and health and safety regulations.
6.5 The Price does not include any carriage, freight (other than packaging for freight in terms of paragraph 4.4.2), insurance or any other transport costs. If BAE and You agree that BAE will arrange or undertake the carriage, freight, insurance or transport of the Goods for Delivery other than by collection by You of the Goods on the Delivery Date from the Delivery Address, then such costs will be for Your account. If BAE incurs such costs You will reimburse them to BAE and the provisions of paragraph 5 will apply, subject to such modifications as the context may require.
6.6 Unless BAE has agreed otherwise in writing, the Delivery Date in each case is an estimate only, made in good faith, and BAE will not be liable for the consequences of any delay and time of delivery or performance by BAE will not be of the essence of the Contract.
7 Risk and property
7.1 Risk of damage to, or loss of, the Goods will pass to You on Delivery of the Goods to You or Your representatives or, if You wrongfully fail to take delivery of the Goods, the time when BAE has tendered delivery of the Goods. To be clear, where paragraph 6.5 applies, BAE will have no liability for Goods damaged or lost in transit.
7.2 Any Goods returned by You to BAE will remain at Your risk except where the Goods have been returned by prior arrangement with BAE, in which case the Goods will be at the risk of BAE from the time of receipt by BAE.
7.3 Even although risk in the Goods will pass to You in accordance with paragraph 7.1, the property in the Goods will remain with BAE until BAE has received in cash or cleared funds, payment in full of the Price and all other debts then due by You to BAE.
7.4 Until such time as the property in the Goods has passed to You, You agree that, unless BAE agrees in writing that these requirements will not apply:
7.4.1 You will store the Goods in a warehouse or other suitable premises, keep the Goods entirely separate from Your goods and those of third parties and keep the Goods properly protected, insured and identified as BAE’s property;
7.4.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to You for the excess over the Price or charge You for any shortfall below the Price.
7.4.3 BAE or its agent may (without limiting any other rights it may have) recover the Goods. You will allow BAE or its agents all necessary access to enable BAE to exercise its rights in terms of this paragraph 7.4 and to monitor Your compliance with Your obligations under it;
7.4.4 BAE may require delivery up to it of all or any part of the Goods at Your expense; and/or
7.4.5 You may:
126.96.36.199 sell the Goods on a bona fide arm’s length basis to Your customers on normal commercial terms but You will not otherwise dispose of the Goods; and/or
188.8.131.52 use or install the Goods in aircraft belonging to You in the ordinary course of Your business, but not otherwise.
7.5 Any resale by You of Goods in terms of paragraph 184.108.40.206 will (as between BAE and You only) be made by You as agent for BAE and the proceeds of sale of any resale by You will be held in trust for the benefit of BAE and placed in a separate account until accounted for by You to BAE.
7.6 You will not be entitled to pledge any of the Goods which remain BAE’s property or in any way charge them by way of security, but if You do so, all moneys owing by You to BAE will (without limiting any other rights that BAE may have) immediately become due and payable.
8 Contract Management
8.1 You will at Your own cost make available sufficient appropriately trained and experienced personnel to liaise with BAE as necessary in connection with the supply of the Goods.
8.2 Where appropriate, the Goods will be inspected in accordance with BAE’s own system of quality assurance as approved by the Appropriate Authority and such inspection will be evidenced by a certificate of inspection signed by or on behalf of BAE’s Head of Quality Assurance which will be accepted unconditionally by You.
9 Warranties and liability
9.1 By placing an order for Goods through Spares You warrant to BAE that You are doing so in the course of a business, and not as a consumer.
9.2 BAE warrants to You that the Goods will:
9.2.1 be free from material defects in design, materials and workmanship; and
9.2.2 comply with all statutory requirements and regulations relating to the sale of the Goods.
9.3 BAE will indemnify You in full in respect of claims for death or personal injury caused by or on behalf of BAE as a result of negligence or, if it is applicable to the Contract, liability for defective products in terms of the Consumer Protection Act 2015.
9.4 Subject to paragraph 9.3, if it is demonstrated to BAE’s reasonable satisfaction that any of the Goods have not been supplied in accordance with the Warranties, then BAE’s sole liability to You will be limited to doing either of the following (as BAE in its sole discretion may determine):
9.4.1 repairing or replacing the Goods in accordance with the Contract as soon as reasonably practicable thereafter in the circumstances; or
9.4.2 refunding the part of the Price that relates to the affected Goods. To be clear, You will not have the right to require third parties to repair the Goods and, if You do so, You will have no right to require BAE to meet such third parties’ fees and expenses and the Warranty Period will automatically come to an end.
9.5 Save as provided above, and to the fullest extent permitted by law, all representations, warranties, conditions or terms (whether express or implied, statutory or otherwise) as to the quality of the Goods, their fitness for any purpose, their conformity with any sample or description or in any other respect, are excluded.
9.6 So far as permitted by law, BAE’s liability under the provisions of this paragraph 9 is limited as follows:
9.6.1 BAE will not be liable for breach of the Warranties unless You have notified BAE promptly in writing within the relevant Warranty Period that a breach has occurred;
9.6.2 BAE will not be liable for any defects in the Goods, unless the Goods to which the claim relates are promptly returned to the Delivery Address (or to such other address as BAE specifies), by prior arrangement with BAE;
9.6.3 BAE will not be liable if the Goods are resold in anything other than their original packaging;
9.6.4 BAE will not be liable in respect of any defect in the Goods arising from fair wear and tear; abnormal working conditions; wilful damage or misuse; negligence on Your part; or alteration or repair of the Goods without BAE’s prior approval in writing;
9.6.5 BAE will not be liable to You if any of the Goods are manufactured by third parties. In the case of such Goods BAE will use its reasonable endeavours to procure for Your benefit such warranty or guarantee (if any) as may have been provided to BAE by any such third party; and
9.6.6 BAE will not be liable to You if any defect in the Goods arises from any drawing, design or specification supplied by You.
9.7 BAE will not be responsible for removal or reinstallation costs or any charges relating to dismantling or reassembling any of the Goods and any charges in this connection will be paid by You.
9.8 If any of the Goods are proved to the satisfaction of BAE to be the subject of a valid claim under the Warranties, BAE will bear all reasonable costs of packing, insurance and transport which may be incurred by You in returning them to BAE and, where applicable, in returning the repaired or replaced items to You, provided that You will make no charge for use of Your own transport for these purposes.
9.9 Separate from paragraph 7, the property in any Goods or any part of them that are returned to BAE by You and for which a refund or replacement is given in terms of paragraph 9.4, will belong to BAE.
9.10 Where any Goods supplied by BAE pursuant to the Contract are used or second-hand serviceable Goods, the applicable warranty period will be the Warranty Period, unless another, different warranty period for them is specified or referred to in BAE’s Acceptance.
9.11 A claim by You in respect of any defect in the Goods or in respect of any delay in Delivery of Goods (or any instalment of them) will not entitle You to cancel or refuse such Delivery or payment for such Goods.
9.12 The provisions of this paragraph 9 represent the entire liability of BAE, its principals, officers, employees and agents with respect to any matter arising out of or in connection with the quality or condition of the Goods or any part thereof, and all other warranties, guarantees, terms, conditions or representations as to quality, description, standard of workmanship, condition, fitness for purpose or otherwise (whether express or implied by statute or common law) are hereby excluded to the fullest extent permissible by law.
9.13 In no circumstance will BAE be liable for indirect or consequential loss or damages whether caused by breach of contract (including any Contract), negligence, breach of any statutory duty or arising in any other way. For the purpose of this paragraph indirect or consequential loss or damage means any loss not directly arising from the breach, negligence or other event concerned.
9.14 You will keep BAE indemnified against all costs, expenses and liabilities of whatever nature (including legal costs and expenses) arising from or in connection with any claims or demands made by third parties and caused in whole or in part by, or arising out of, any act or omission of You, Your employees or agents in connection with the Goods, to the extent that any such claims or demands (or any costs, expenses and liabilities arising therefrom) are caused by or related to:
9.14.1 any claim for personal injury or death or loss or damage directly or indirectly occasioned by default (including non-compliance with any statutory or other obligation in relation to the Goods), or by failure to follow BAE’s instructions (whether oral or written), or by misuse or mal-operation of the Goods;
9.14.2 any designs, drawings or specifications given to BAE by You in respect of the Goods;
9.14.3 any materials or products supplied by You (or on Your behalf) to BAE and incorporated or used by BAE in the supply of the Goods;
9.14.4 the improper incorporation, assembly, use, processing, storage or handling of the Goods.
9.15 Separate from any other provision of these Conditions, BAE will not be liable to You or be deemed to be in breach of a Contract by reason of any delay in performing, or any failure to perform, any of its obligations under that Contract, if the delay or failure is beyond BAE’s reasonable control and BAE has given notice to You accordingly. Without limiting these general words, the following events will be regarded as being beyond BAE’s reasonable control:
9.15.1 acts of God, explosion, flood, tempest, fire, accident or natural disaster;
9.15.2 unavailability of power at the manufacturing plant, breakdown of plant or machinery, or shortage or unavailability of raw materials from normal sources of supply;
9.15.3 strikes, lock-outs or other industrial actions or trade disputes (whether involving BAE’s employees or those of a third party);
9.15.4 war or threat of war, terrorism or threat of terrorism, sabotage, insurrection, civil disturbance or requisition;
9.15.5 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any applicable governmental, parliamentary or local authority;
9.15.6 import or export regulations or embargoes; and
9.15.7 a breach by any supplier of BAE of any contractual obligation owed by that supplier to BAE.
9.16 If an event should arise which is of a type to which paragraph 9.15 applies, and it affects BAE’s performance of a Contract, the time for performance will be extended accordingly and BAE will take reasonable steps to minimise the effect of any such delay. In the event that any failure to deliver or perform by BAE pursuant to paragraph 9.15 results in a delay of more than 30 days, then BAE will be entitled to cancel all or part of the Contract affected by written notice to You, without any liability for loss or damage caused by BAE’s failure to perform or the delay in its performance.
10 Intellectual property
10.1 Except as expressly provided in these Conditions, You do not and will not have any rights in respect of any of BAE’s IPR or in any associated goodwill and You acknowledge that, except as expressly provided in these Conditions, You will not acquire any rights in respect of any of BAE’s IPR or any of its licensors’ IPR or any associated goodwill and that all such rights and goodwill are, and will remain, vested in members of the BAE Group or their licensors.
10.2 Where BAE’s Acceptance refers to, or includes, within the description of the Goods, items which incorporate any of BAE’s Confidential Information and/or BAE’s IPR, You are given a licence to use such Confidential Information and/or BAE’s IPR for the purposes contemplated by the Contract under or in connection with which that Confidential Information is supplied to You, subject to any conditions set out in BAE’s Acceptance. The licence will automatically come to an end on the fulfilment or accomplishment of the purposes contemplated by that Contract or breach of any term of that Contract, whichever happens sooner. At the end of the licence the terms of paragraph 12.5 will apply.
10.3 You will, at the expense of BAE, take all such steps as BAE may reasonably require to assist the BAE Group in maintaining the validity and enforceability of BAE’s IPR during the continuance of each Contract.
10.4 Any liability of BAE in respect of infringement of any third party IPR by the Goods or any part of them will be limited to Goods of BAE’s designed or manufactured to designs of members of the BAE Group (unless otherwise stated by BAE), and such liability will only be in respect of infringement arising in the United Kingdom. In the event of such infringement, BAE’s obligations will be limited to (at BAE’s option) replacing the infringing Goods with non-infringing Goods, or securing at its own cost, a licence permitting use of the said Goods by You or paying a sum to You in compensation not exceeding the Price of the said infringing Goods. BAE will not have any liability under this Clause to the extent that the indemnity contained in paragraph 10.8 applies.
10.5 BAE will, as far as it is reasonably able to do so, allow You the benefit of any reliefs or indemnities received from the supplier of any infringing Goods not of BAE’s design and manufacture.
10.6 No liability will be incurred by BAE in respect of infringements or alleged infringements arising out of a combination of the Goods with any other item or from their use for a purpose not agreed or accepted in writing by BAE prior to such use.
10.7 BAE’s obligations in terms of paragraph 10.4 are conditional upon You promptly and fully notifying BAE of any actual, threatened or suspected infringement of any of BAE’s IPR which comes to Your notice, and of any claim by any third party coming to Your notice that the sale of the Goods infringes any rights of any other person. You will, at the request and expense of BAE, do all such things as may be reasonably required to assist BAE in taking or resisting any proceedings in relation to any such infringement or claim. For the avoidance of doubt however, You will not make any admissions or otherwise take any steps which may be prejudicial to the defence or settlement by BAE of any such claim.
10.8 You warrant that any design or item furnished by You, or compliance by BAE with Your instructions, whether expressed or implied, will not cause BAE to infringe any third party’s IPR, and BAE’s liability (whether under this paragraph 10 or otherwise) will not extend to any such infringement. You hereby undertake that You will indemnify BAE upon demand against all losses, actions, claims, proceedings, judgements, damages, compensation, obligations, injuries, expenses and costs (including the cost of defending any legal proceedings), incurred by BAE as a result of any such infringement or alleged infringement.
10.9 In the event that You have (or BAE has reasonable grounds to believe that You have) infringed (or instructed any third party to infringe) any of BAE’s IPR, BAE will be entitled to require You to deliver up to BAE on demand any and all Goods and other materials in any form or format whatsoever in Your possession, which Goods or materials embody any of BAE’s IPR which has been (or which BAE has reasonable grounds to believe has been) so infringed.
11 Export Licences
11.1 If Delivery is to take place in the United Kingdom, You will be responsible for obtaining any licence or consent for the export of the Goods from the United Kingdom. BAE will, upon request and at Your expense, endeavour to assist You to obtain such licences or consents but BAE will not be liable in the event of the non-issuance or non-renewal of any licences or consents.
11.2 If Delivery is to take place outside the United Kingdom:
11.2.1 the supply of any Goods for which a United Kingdom export licence or other consent is necessary will be conditional upon the granting of such licence or consent by the United Kingdom Government or other competent authority. BAE will be responsible for obtaining such licence and/or consent but at the cost of and with the assistance of You, and BAE will not be liable in the event of the non-issuance or non-renewal of any licences or consents; and
11.2.2 You will 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 relevant duties.
12.1 Except as provided by paragraphs 12.2, 12.3 and 12.4, each Party will at all times during the continuance of each Contract and after its termination:
12.1.1 use their best endeavours to keep all Confidential Information that they receive from the other Party confidential and accordingly not disclose any of that Confidential Information to any other person; and
12.1.2 not use any Confidential Information that they receive from the other Party for any purpose or in any manner other than as expressly permitted by these Conditions.
12.2 Any Confidential Information may be disclosed by the Party who receives it (the “Recipient”) to:
12.2.1 an Appropriate Authority;
12.2.2 any of the Recipient’s employees and contractors to such extent only as is necessary for the purposes of the Recipient’s exercising its rights and/or performing its obligations under the Contract pursuant to which that Confidential Information was supplied to the Recipient, and subject in each case to the Recipient using its best endeavours to ensure that the person in question keeps the same confidential and does not use the same except for the purposes for which the disclosure is made.
12.3 Any Confidential Information may be used by the Recipient for any purpose, or disclosed by the Recipient to any other person, to the extent only that:
12.3.1 it is on the date of conclusion of the Contract pursuant to which it is supplied to the Recipient, or thereafter becomes, public knowledge through no fault of the Recipient (provided that in doing so the Recipient will not disclose any Confidential Information which is not public knowledge); or
12.3.2 it can be shown by the Recipient, to the reasonable satisfaction of the other Party, to have been known to the Recipient prior to its being disclosed to it by the other Party.it can be shown by the Recipient, to the reasonable satisfaction of the other Party, to have been known to the Recipient prior to its being disclosed to it by the other Party.
12.4 it can be shown by the Recipient, to the reasonable satisfaction of the other Party, to have been known to the Recipient prior to its being disclosed to it by the other Party.
12.5 The Party disclosing the Confidential Information may by notice demand its return and any copies made of it, or any part of it, by the Recipient or, at its option, demand the destruction and verification upon oath of the same following:
12.5.1 fulfilment or accomplishment of the purposes contemplated by the Contract pursuant to which it was supplied to the Recipient; or
12.5.2 breach of any term of that Contract; whichever occurs first. The Recipient’s obligations of confidentiality will survive termination of the Contract under which they arose and/or the return of the Confidential Information pursuant to this paragraph 12.5, subject only to the provisions of paragraph 12.3.
12.6 You agree that BAE’s Confidential Information is, by its nature, valuable proprietary commercial information, the misuse or unauthorised disclosure of which would be likely to cause BAE considerable damage for which monetary damages would not provide adequate compensation. You agree that, in addition to other rights and remedies that may be available to BAE, BAE is entitled to relief by way of injunction (including interim injunctive relief) available from any court having valid jurisdiction over its terms.
13.1 If You cancel a Contract, BAE reserves the right to charge the full Price for the performance by it of that Contract as liquidated damages without having to prove its actions.
13.2 BAE may cancel a Contract in respect of all or part only of the Goods by giving You at least 30 days’ notice at any time prior to the Delivery Date, in which event BAE’s sole liability will be to repay to You any part of the Price which You have already paid to BAE for the Goods which BAE is no longer obliged to provide to You as a result of its exercise of its termination rights under this paragraph 13.2.
13.3 Without limiting any other remedy, either Party may terminate a Contract without liability by giving the other Party notice at any time if:
13.3.1 the other Party makes a voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) if the other Party becomes bankrupt or (being a company) the other Party becomes insolvent or is subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction);
13.3.2 a creditor takes possession of, or a trustee, receiver, administrative receiver, administrator, judicial factor or manager is appointed over, any of the other Party’s property or assets;
13.3.3 the other Party ceases, or threatens to cease, to carry on business;
13.3.4 the other Party is in breach of any of the conditions of the Contract and fails to remedy such breach within 30 days following its receipt of written notice of such from the non-defaulting Party. For the purposes of this provision (and without affecting the generality of the foregoing), a failure to pay the Price by the due date for payment will be deemed to be a breach of Contract which is not capable of remedy;
13.3.5 the other Party reasonably believes that any of the events mentioned above is about to occur in relation to the other Party; or
13.3.6 any event analogous to any of those set out in paragraphs 13.3.1 or 13.3.2 occurs in any jurisdiction outside England and Scotland.
Each Party will be bound to give to the other Party immediate notice if any of the events listed in paragraphs 13.3.1, 13.3.2 or 13.3.3 occurs in relation to it or its assets.
13.4 BAE will be entitled to terminate a Contract immediately by giving You notice (or upon such period of notice as BAE considers reasonable in all the circumstances) if:
13.4.1 there has been a change of ownership of the shares in You resulting overall in more than twenty five per cent (25%) of the total voting rights conferred by all such shares being held directly or indirectly by a person who did not hold at least twenty five per cent (25%) of such voting rights as at the date on which the Contract was concluded; or
13.4.2 the whole or a substantial part of Your business or assets have (or has) been sold or otherwise disposed of, and for these purposes You will give BAE notice of any such change of control, sale or other disposal, as soon as possible on (i) becoming aware that it is due to take place, and (ii) being in a position to disclose that fact to BAE, without breaching any legal obligation;
13.4.3 You do (or fail to do) anything which BAE believes is or may be (whether directly or indirectly) detrimental to the reputation of BAE and/or of any other member of the BAE Group; or
13.4.4 You are in breach of any other agreement (i.e. of any agreement other than the relevant Contract) between You and BAE, or between You and any other member of the BAE Group, and, in the case of a breach which is capable of remedy, fail to remedy such breach within such period of time as is specified in terms of that agreement, or, where no such period of time is specified in that agreement, within 30 days of receipt of notice from BAE (or the relevant other member of the BAE Group) specifying the breach and requiring that it be remedied.
13.5 In the event that a Contract is cancelled or terminated:
13.5.1 You will take all steps necessary to mitigate the costs and liabilities incurred by You in connection with such cancellation or termination; and
13.5.2 You will protect, preserve and deliver in accordance with BAE’s instructions any of BAE’s property related to that Contract, which is in Your possession at the date of such cancellation or termination.
13.6 In addition to any right of lien to which BAE may be entitled, BAE will in the event of Your insolvency or bankruptcy be entitled to a general lien on all items of Your property or other property attributable to You then in BAE’s possession (notwithstanding that such items or any of them may have been paid for). Such lien will subsist for the unpaid price of any Goods or other items sold and delivered to You by BAE or any other member of the BAE Group under any Contract (or any contract entered into by You with BAE or any other member of the BAE Group other than through Spares).
13.7 Upon termination of a Contract for whatever reason, BAE will be entitled to set off any claim it might have against You against any sums otherwise due to You by BAE or any other member of the BAE Group in terms of that or any other Contract, or any other contract entered into by You with BAE or any other member of the BAE Group other than through Spares on the Web.
13.8 Termination of the Contract will not affect the accrued rights of BAE nor BAE’s other rights and remedies.
13.9 In any case where BAE has the right to terminate a particular Contract under paragraph 13.3 or
13.4, BAE may choose, instead of terminating that Contract alone, to terminate Your right to access and use, and to purchase goods from BAE through, Spares. If BAE choose to do that:
13.9.1 BAE will give You notice in writing to that effect, and the termination of Your right to access and use Spares will take effect immediately (or at such other time as BAE specifies in that notice);
13.9.2 all existing Contracts will terminate immediately upon such termination of Your right to access and use Spares , unless BAE specifies otherwise in the notice which it gives You under paragraph 13.9.1; and
13.9.3 all of the provisions of paragraphs 13.5 to 13.8 inclusive will apply to such termination, subject to such modifications as the context may require.
13.10 For the avoidance of any doubt, BAE will have no liability to You whatsoever for any loss or damage suffered by You as a result of the exercise by BAE of its termination rights under and in accordance with this paragraph 13.
14.1 Except as may otherwise be stipulated in writing, each Contract will constitute the entire agreement between BAE and You in respect of the purchase by You from BAE of the Goods specified in that Contract, and (subject to paragraph 2.7) will supersede and exclude all prior representations, agreements or arrangements whether oral or in writing.
14.2 Without limiting paragraph 9.6.5, BAE may perform any of its obligations or exercise any of its rights in terms of a Contract (including, for the avoidance of doubt, the rights of set off contained in paragraphs 5.4 and 13.7) by itself or through any other member of the BAE Group. The terms of this paragraph will not extend however to You having the right to pursue any other member of the BAE Group (for payment or otherwise) in terms of any Contract. Except as expressly provided in this paragraph 14.2, the Parties confirm that it is not their intention to confer any rights on any person who is not a Party to a Contract by virtue of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
14.3 BAE may delegate the performance of any of its obligations or exercise of its rights hereunder to its duly appointed agents and in this event, BAE will tell You accordingly.
14.4 Each Contract is personal to You and You may not assign or novate or otherwise transfer or purport to assign or novate or otherwise transfer to any other person any of Your rights under a Contract, or sub-license any of Your rights or sub-contract any of Your obligations under a Contract, without the prior consent of BAE in writing.
14.5 A notice required or permitted to be given under a Contract:
14.5.1 by BAE to You must be in writing, and sent to the address, fax number or email address set out in the form which You completed in order to register as a user of this Site, or to such other address or fax number as You may notify to BAE from time to time in accordance with that Contract; or
14.5.2 by You to BAE must be in writing, marked for the attention of BAE’s “Commercial Director/Legal Department” and sent to the following address or the following email address:
address: Building 37, Prestwick International Airport, Ayrshire KA9 2RW
email : RA.PWKLegal@baesystems.com
14.6 No waiver by BAE of any breach of a Contract by You will be considered as a waiver of any subsequent breach of the same or any other provision.
14.7 Each Contract will be governed by and construed in accordance with the laws of England.
14.8 For the benefit of BAE, You agree that any dispute arising under or in connection with any Contract will be dealt with by the English courts.
14.9 You agree:
14.9.1 to appoint and maintain, for so long as either Party may bring any action against the other under or in connection with any Contract, an agent in England to accept service on Your behalf of court documents of any sort relating to any Contract, and to notify BAE of the full name and contact details of such agent and to keep BAE informed of the full name and contact details of the agent appointed by You for these purposes from time to time;
14.9.2 that court documents relating to any Contract will be validly served upon You if posted to the agent appointed by You for these purposes and notified to BAE in accordance with paragraph 14.9.1; and
14.9.3 that a failure on the part of Your agent to pass to You or otherwise inform You of any court documents received by Your agent from BAE under or in connection with any Contract will not in any way invalidate BAE’s service of those documents on You.
14.10 You agree that:
14.10.1 You will not object to the courts of England having jurisdiction in respect of any dispute arising under or in connection with any Contract; and
14.10.2 a judgement or order of a court of England regarding any matter arising under or in connection with any Contract will be final and binding on the parties, and enforceable by the courts of other jurisdictions, subject always to all applicable laws.
14.11 Nothing in this paragraph 14 limits BAE’s right to take legal action under or in connection with any Contract:
14.11.1 in any court of any country or jurisdiction; and/or
14.11.2 in more than one country or jurisdiction at the same time.
14.12 You irrevocably and unconditionally:
14.12.1 agree that if BAE takes legal action against You or Your assets, You will not claim immunity against that legal action or the carrying into effect of any judgement in that legal action, whether against You or Your assets;
14.12.2 give up any right of immunity which You or Your assets have now or may have in the future; and
14.12.3 consent to any remedy or judgement which may be given during the course of any legal action that BAE may take against You.
SECTION 4 – TRAINING AND OTHER EVENTS
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1.1 The information which appears on this Site about training courses and other events run by BAE is indicative only, and (for the avoidance of doubt) does not constitute (and will in no circumstances be construed as) an offer by BAE to allow You to attend any such courses or events or to provide any related services to You.
1.2 For the avoidance of any doubt this Site does not provide You with the facility to enter into a contract through this Site for the provision of training services or any other events related services by BAE to You.
1.3 By submitting a request for training (or a request to attend any other event run by BAE or to be provided with any related or similar services) You are simply informing BAE of your wish to attend a particular course or event or to purchase related or similar services from BAE. BAE will respond to that request in due course and, if BAE agrees to provide you with any such training or services, the contract between You and BAE will be subject to BAE’s applicable standard conditions of supply, as communicated to You by BAE.
SECTION 5 – TECHNICAL SUPPORT
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Information supplied to BAE by You
Where You supply (whether through this Site or otherwise) any technical information to BAE which falls within the scope of the information which is available from time to time on the “Technical Support” section of this Site, You:
1 authorise BAE to make available any or all of that information on the “Technical Support” section of this Site and to identify You as the source of that information; and
2 warrant to BAE that that information is up to date, accurate and complete as at the date and time of its submission by You to BAE.
SECTION 6 – FLEET DATA
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1 Information supplied to BAE by You
Where You supply (whether through this Site or otherwise) any technical information to BAE which falls within the scope of the information which is available from time to time on the Fleet Data section of this Site, You:
1.1 authorise BAE to:
1.1.1 make available and/or to report on any or all of that information (and any statistics, reports or commentaries based on that information) on the Fleet Data section of this Site, whether in the form or terms supplied to BAE by You or otherwise, and to identify You as the source of that information and/or as the party to which that information relates; and
1.1.2 thereby make all of the information referred to in paragraph 1.1.1 available to all other registered users of the Fleet Data section of this Site (being for the avoidance of doubt all of the other members of BAE’s Fleet Data Customer Community Group); and
1.1.3 amend any of the information referred to in paragraph 1.1.1 (whether by modifying, correcting, supplementing it or otherwise) in such manner and such respects as BAE chooses, for the purposes of making that information available on this Site pursuant to this paragraph 1.1; and
1.2 warrant to BAE that that information is uptodate, accurate and complete as at the date and time of its submission by You to BAE.
2 Use by You of information available through Fleet Data
2.1 You understand that the information which is available to you on the Fleet Data section of this Site, as a member of BAE’s Fleet Data Customer Community Group , is confidential information of BAE and/or of the member(s) of BAE’s Fleet Data Customer Community Group to whom that information relates.
2.2 You therefore agree to use the Fleet Data only for Your own internal business purposes (the “Permitted Purpose”), and not to disclose any of the Fleet Data to anyone other than those of your employees who require to have access to it for the Permitted Purpose.
2.3 Without affecting the generality of paragraph 2.2, You will print only that number of copies of the Fleet Data as you require for the Permitted Purpose from time to time, and you will keep all copies of the Fleet Data in your possession secure. You will return to BAE or destroy (at BAE’s option) all such copies, within 5 days of any termination of your status as a registered user of the Fleet Data section of this Site.
SECTION 7 CONTINUED AIRWORTHINESS SERVICE VIA Technical Publications
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THE CONDITIONS IN THIS SECTION APPLY TO YOUR ACCESS TO AND USE OF TECHNICAL PUBLICATIONS IN CONNECTION WITH YOUR CONTINUED AIRWORTHINESS SERVICE.
1.1 In this Section 7 and in Section 8 of these Conditions, the following defined terms have the following meanings:
1.1.2 “Airworthiness Authority” means any airworthiness authority having proper jurisdiction over You;
1.1.3 “AOC” means Aircraft Operators Certificate;
1.1.4 “CICAS Agreement” has the meaning given to that term in paragraph 2;
1.1.5 ” Continued Airworthiness Service” means the service consisting of the supply and revision of technical publications which BAE agrees to provide to You from time to time in terms of the CICAS Agreement;
1.1.6 “Export Controls” means any and all applicable United Kingdom, European Union and international trade control laws, including export and import regulations, sanctions laws and regulations, and UN resolutions-governing the export from one country or jurisdiction to another of any goods and/or services of any nature whatsoever, including (to be clear) any of the Technical Publications Content in any form or format;
1.1.8 “Technical Publications” means the system of that name used by BAE to deliver the Continued Airworthiness Service and certain other information and documentation via this Site;
1.1.9 “Technical Publications Content” means all those aircraft manuals and other technical publications which BAE agrees in terms of the CICAS Agreement to make available to You from time to time through Technical Publications;
1.1.10 “Technical Publications Email Alert” has the meaning given in paragraph 6;
1.1.11 “Lessor” means the lessor of any aircraft of which You are the lessee, and on whose behalf the lease between You and the lessor has been brokered and/or negotiated and/or is managed by BAE;
1.1.12 “MOM” means the BAE supplied suite of BAe 146/RJ Manufacturers Operations Manuals;
1.1.13 “Permitted Purpose” means the operation and/or maintenance of all those aircraft operated by You and/or maintained by You or on Your behalf to which the Technical Publications Content relates; and
1.1.14 “You” means, according to the context in which it is used, an individual who has registered as a user of Technical Publications in order to receive the Continued Airworthiness Service through Technical Publications and/or the legal person which has entered into the CICAS Agreement with BAE and on behalf of which any such individual is acting in the course of using Technical Publications, and “Your” and “Yours” will be construed accordingly.
2 Continued Airworthiness Service
BAE’s delivery to You of the Continued Airworthiness Service is governed by a separate agreement between You and BAE (the “CICAS Agreement”). The Conditions set out in this Section 7 form part of that agreement. To be clear, if and to the extent that any conflict exists between any of the Conditions in Section 1 of these Conditions, and any of the terms and conditions of the CICAS Agreement (whether those set out in this Section 7 or set out or referred to elsewhere in the CICAS Agreement), the latter will prevail.
3 Registration as a Technical Publications user
3.1 For the avoidance of any doubt, in this paragraph 3 “You” means the company or other legal person which has entered into the CICAS Agreement with BAE.
3.2 Subject always to the other provisions of these Conditions, any individual who is employed by You will be entitled to register as a user of Technical Publications and to continue to be a registered user of Technical Publications for so long as he or she is employed by You.
3.3 In addition, subject always to the other provisions of these Conditions, if You are an operator, any individual who is employed by any third party providing maintenance services to You will be entitled to register as a user of Technical Publications and to continue to be a registered user of Technical Publications for so long as that third party is providing maintenance services to You and he or she is employed by that third party, provided that:
3.3.1 You submit to BAE’s team a written request to that effect, specifying the name of the third party maintenance provider;
3.3.2 You provide, promptly upon request by BAE’s team, reasonable evidence that that third party is in fact engaged to provide You with maintenance services at any given time; and
3.3.3 You pay to BAE such annual (or other periodical) fee as BAE specifies from time to time in terms of the CICAS Agreement as consideration for the grant to such third party maintenance provider of access to Technical Publications.
3.4 You will be responsible for the actions and omissions of any individual employed by any third party maintenance provider who is granted access to Technical Publications pursuant to paragraph 3.3, as if that individual were employed by You. Accordingly (and without affecting that generality) You will be responsible for ensuring that each such individual accesses and uses Technical Publications only for the Permitted Purpose and for no other purpose whatsoever.
3.5 In order to allow BAE to monitor compliance with paragraph 3.4, promptly upon request by BAE You will provide BAE with such evidence as BAE reasonably requests of the work which You have instructed any third party maintenance provider to carry out for You on a given date or dates.
3.6 No individual other than those falling into the categories expressly identified in paragraphs 3.2 and 3.3 will be entitled to register as a user of Technical Publications. Accordingly You must not instruct, permit or otherwise do anything to encourage or assist any individual not falling within either of those categories (including any individual employed by another company which is a member of the same group of companies as You) to register or attempt to register as a user of Technical Publications, including (though not only) by falsely claiming to be an individual who falls into the categories identified in paragraphs 3.2 and 3.3.
4 Access to and use of Technical Publications
4.1 For the avoidance of doubt, in this paragraph 4, “You” means anyone who has registered as a user of Technical Publications in order to receive the Continued Airworthiness Service through Technical Publications.
4.2 BAE grants to You a non-exclusive, non-transferable licence to access and use Technical Publications, for so long as You are a registered user of Technical Publications, solely for the Permitted Purpose and subject to and in accordance with the Conditions in this Section 7.
4.3 You may:
4.3.1 view the Technical Publications Content on a personal computer;
4.3.2 print off hard copies of any or all of the Technical Publications Content; and
4.3.3 download and store on Your own information technology system electronic copies of any or all of the Technical Publications Content (including by storing them on DVD or on any other electronic storage medium), in each case only to the extent that You reasonably require to do so from time to time for the Permitted Purpose (including for back-up purposes, pursuant to paragraph 5), and in accordance with the user instructions which appear on this Site.
4.4 Except as expressly permitted by paragraph 4.3, or under copyright law, You must not (and You must not instruct or allow anyone else to) copy, redistribute, retransmit, publish or commercially exploit in any way, any of the Technical Publications Content. You must not delete or make any changes to (or instruct or allow anyone else to delete or make any changes to) any author attribution or copyright notice appearing as part of the Technical Publications Content. You acknowledge that by using Technical Publications You do not acquire any intellectual property rights in the Technical Publications Content or in any of the software which forms part of Technical Publications.
4.5 The licence granted in this paragraph 4 is personal to You. You must not allow anyone else to access and use Technical Publications, whether using Your username and password or otherwise. You must not allow anyone else to access and use any of the Technical Publications Content in any form or format. You must notify BAE immediately if You become aware (or for any reason suspect) that any other person knows Your username and password and/or is accessing and using Technical Publications or any of the Technical Publications Content on an unauthorised basis.
5 Back-up copies of Technical Publications Content
BAE WILL HAVE NO OBLIGATION TO PROVIDE BACK-UP COPIES OF ANY OF THE TECHNICAL PUBLICATIONS CONTENT IN ANY FORM OR FORMAT. YOU ARE THEREFORE RESPONSIBLE FOR TAKING ALL SUCH STEPS AS ARE NECESSARY IN THE CIRCUMSTANCES TO ENSURE THAT YOU AT ALL TIMES HAVE AVAILABLE TO YOU SUCH NUMBER OF BACK-UP COPIES OF THE THEN CURRENT TECHNICAL PUBLICATIONS CONTENT IN SUCH FORM AND FORMAT AS YOU REQUIRE IN ORDER TO ENSURE THE CONTINUED AVAILABILITY TO YOU OF THE TECHNICAL PUBLICATIONS CONTENT IN THE EVENT THAT TECHNICAL PUBLICATIONS IS UNAVAILABLE TO YOU FOR ANY REASON, WHETHER INTERNET OR OTHER TELECOMMUNICATIONS FAILURE, ANY FAILURE IN YOUR INFORMATION TECHNOLOGY SYSTEMS OR OTHERWISE.
6 Technical Publications Email Alerts
You will be sent an automatically generated email each time that BAE amends any of the Technical Publications Content, whether by adding a new manual or revising any of the manuals which already appear as part of the Technical Publications Content or otherwise (each an “Technical Publications Email Alert”). This is an essential feature of Technical Publications which aims to ensure that changes to the Technical Publications Content are promptly brought to Your attention. YOU UNDERSTAND THAT BY REGISTERING TO USE TECHNICAL PUBLICATIONS YOU ARE AGREEING THAT BAE MAY SEND TECHNICAL PUBLICATIONS EMAIL ALERTS TO YOU AT THE EMAIL ADDRESS WHICH YOU HAVE PROVIDED TO BAE.
7 Your obligations to manage Technical Publications Content
7.1 Notwithstanding Your receipt from BAE of Technical Publications Email Alerts, it is Your responsibility to check Technical Publications as often as is necessary to ensure that You are at all times aware of the then current version of the Technical Publications Content.
7.2 You are solely responsible for ensuring that you properly process, store and use all of the Technical Publications Content made available to You by BAE in any form or format, and that You thereby comply with all statutory and regulatory obligations applicable to You in connection with the Permitted Purpose, including the requirements imposed on You by any Airworthiness Authority. Without affecting this generality, where You print off copies of any of the Technical Publications Content or download any of the Technical Publications Content onto DVD or any other electronic storage medium or otherwise make copies of the Technical Publications Content in accordance with these Conditions, You must ensure that those copies are promptly updated (or destroyed or withdrawn from operational use and replaced with up-to-date copies) so that the copies of the Technical Publications Content which You use for operational purposes are at all times up-to-date, complete and in proper working order.
8 Your information technology
You are solely responsible for ensuring that the hardware, software and any other information technology which You are using to access and use Technical Publications and the Technical Publications Content (including to print off hard copies of the Technical Publications Content and to store any electronic copies of the Technical Publications Content on any medium):
8.1 complies with (or exceeds) the requirements specified on this Site from time to time for the information technology required to access and use Technical Publications; and
8.2 is in good working order and fit for the purpose for which You are using it.
9 Export Controls
You must comply in accessing and using Technical Publications and the Technical Publications Content with all Export Controls applicable to You from time to time. Accordingly (and without affecting that generality) You must not, directly or indirectly, make available any of the Technical Publications Content to any person (or permit or otherwise assist any person to obtain access to Technical Publications and/or any of the Technical Publications Content) in contravention of any Export Controls.
10 Third party software notices
10.1 The software which is used to deliver Technical Publications includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit http://www.openssl.org/ – © 1998 – 2003 The OpenSSL Project. That software is referred to in paragraphs 10.2 and 10.3 as the “OpenSSL software”.
10.2 The OpenSSL software is provided by the OpenSSL Project “as is” and any expressed or implied warranties, including the implied warranties of merchantability and fitness for a particular purpose, are disclaimed by the OpenSSL Project. In no event will the OpenSSL Project or its contributors be liable for any direct, indirect, incidental, special, exemplary or consequential damages (including procurement of substitute goods or services, loss of use, data or profits, or business interruption) however caused and on any theory of liability, whether in contract, strict liability or tort (including negligence or otherwise) arising in any way out of the use of the OpenSSL software, even if advised of the possibility of such damage.
11.1 BAE may terminate Your status as a registered user of Technical Publications and thereby terminate Your right to access and use Technical Publications with immediate effect, if You (or any other registered user who is employed by the same company as You or by a third party maintenance provider engaged by the company which employs You) fail to comply with any of the Conditions in this Section 7 (or in Section 1). If BAE has terminated Your status as a registered user under this paragraph 11.1 on any occasion, it will have no obligation to renew Your status as a registered user at any time thereafter, should You apply to re-register as a user of Technical Publications.
11.2 BAE may suspend Your right to access and use Technical Publications with immediate effect at any time, if it has reason to suspect or believe that You have breached paragraph 9.
11.3 BAE may suspend Your right to access and use Technical Publications with immediate effect at any time in any circumstances in which BAE is entitled in terms of the CICAS Agreement to suspend its provision of the Continued Airworthiness Service, which circumstances include (but are not limited to):
11.3.1 where You have failed to pay timeously all amounts due and payable to BAE as consideration for the Continued Airworthiness Service; and
11.3.2 where You have failed to pay timeously all amounts due and payable to BAE or any group company of BAE or any Lessor in terms of any other agreement between You and BAE or any group company of BAE or any Lessor; and
11.3.3 where (and for so long as) You are otherwise in material breach of the CICAS Agreement or any other agreement referred to in paragraph 11.3.2, and, in paragraphs 11.3.2 and 11.3.3 only, references to “You” will be read as including (i) any group company of Yours and (ii) any other person who or which is or was associated with You, whether directly or indirectly, in any way or capacity, and (iii) any third party which is either (a) operating on Your behalf any aircraft to which any of the Technical Publications Content relates, and/or (b) using Your AOC to operate any such aircraft.
11.4 Your right to access and use Technical Publications will terminate automatically, with immediate effect, if the CICAS Agreement is terminated by either party to it for any reason.
SECTION 8 – DELIVERY OF OTHER INFORMATION THROUGH Technical Publications
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1 BAE may from time to time make documentation or information which is not part of the Continued Airworthiness Service available to You through Technical Publications.
2 Your rights to access and use that documentation or information will be governed by Section 1 of these Conditions and by the separate agreement between You and BAE in terms of which BAE is required to deliver that documentation or information to You.
3 However Your attention is drawn to the provisions of paragraph 11 of Section 7 of these Conditions, which relate to certain of the third party software which forms part of Technical Publications.