TES Aviation Group: professional asset management for investors and operators of aircraft engines

Conditions of General Use.
Terms and Conditions of Sale ("Conditions")TES Parts Limited ("us")

Conditions of General Use.

1. General Use of this Site. - top

This Web site is provided by TES Parts Limited ('TES Parts') as an on-line information and communication service subject to your acceptance of the terms and conditions set forth in this agreement ("Agreement").
Please read this Agreement carefully before accessing, browsing or using this site ("Site"). By accessing or using the Site, you agree that you have read, understood and have become legally bound by the following terms and conditions. If you do not wish to be legally bound by these terms and conditions, you should not access or use this Site. TES Parts may modify this Agreement at any time, and such modifications shall be effective immediately upon posting the modified Agreement. You agree to review the Agreement periodically to be aware of such modifications and your continued access or use of the Site shall be deemed your conclusive acceptance of the modified Agreement.

2. Links To Other Web Sites - top

TES Parts's Web site may contain links to other Web sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other Web sites. If you decide to visit any linked site, you will leave this site and will visit the linked site at your own risk. It is your responsibility to take all protective measures to guard against viruses or other destructive elements. TES Parts makes no warranty or representation regarding, and does not endorse, any linked Web sites or the information appearing thereon or any of the products or services described thereon. Links do not imply that TES Parts or this Site sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of TES Parts.

3. Bulletin Board Operating Policy - top

Your participation in on-line communication occurs in real time and is not edited, censored, or otherwise controlled by TES Parts. TES Parts cannot and does not screen content provided by users of the Site; however, TES Parts does reserve the right to monitor content on the Site and to remove content which TES Parts, in its sole discretion, determines to be offensive, harmful, or otherwise in violation of this operating policy, applicable laws and regulations or TES Parts's policies and procedures. In order to enhance our ability to maintain an informative and useful Site and avoid the damage that can result from disseminating harmful or unauthorized statements, you agree that you will not:

post or transmit any message on or through the Site which is libelous, defamatory or which discloses personal or private matters concerning any person without their express consent. You may not post or transmit any message, data, image or program which is obscene, indecent, pornographic or profane or any other material which could give rise to any civil or criminal liability;
post or transmit any message on or through the Site which would violate the property rights of others, including unauthorized copyrighted text, images, programs, trade secrets or other confidential proprietary information, or trademarks or service marks used in an infringing fashion;
interfere with the use by others of the Site; or,
post or transmit any file which may contain viruses, worms or any other contaminating or destructive program.

4. Your Bulletin Board Transmissions - top

Other than personal data TES Parts may request from you for use of this site, TES Parts does not want you to, and you should not, send any confidential or proprietary information to TES Parts via the Bulletin Board on the Site. If you do, you agree that any information or material that you provide to TES Parts will be considered non-confidential and non-proprietary. By providing any such information or materials to TES Parts, you grant to TES Parts an unrestricted, irrevocable, worldwide, royalty-free license to use, reproduce, display, publicly perform, transmit and distribute such information and materials, and you further agree that is free to use any ideas, concepts or know-how that you or individuals acting on your behalf provide to TES Parts.

5. Limitation of Liability - top

In no event will TES Parts, its officers, directors, employees, agents, be liable to any person or entity for any indirect, special, consequential or other damages (including, without limitation, any lost profits, business interruption, loss of information or programs or other data on your information handling system) that are related to the use of, or the inability to use, the content, materials, and functions of the site or any linked Web site, even if TES Parts expressly advised of the possibility of such damages.

6. Indemnification - top

You agree to indemnify, defend, and hold harmless TES Parts, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to this Site from and against all losses, expenses, damages and costs, including reasonable attorney's fees, resulting from or relating to any violation of this Agreement by you.

7. Termination - top

This Agreement may be terminated by either party without notice at any time for any reason; provided that you may no longer use the Site after you have terminated this Agreement, however the obligations contained in Paragraphs herein shall survive such termination. TES Parts may terminate, change, suspend or discontinue any aspect of the TES Parts Site, including the availability of any features of the Site, at any time. TES Parts may also impose limits on certain features and services or restrict your access to parts or all of the Site without notice or liability. TES Parts may terminate the authorization, rights and license given above and, upon such termination, you shall immediately destroy all materials.

8. International Users - top

This Site is controlled, operated and administered by TES Parts from its offices within the United Kingdom. TES Parts makes no representation that materials at this Site are appropriate or available for use at other locations outside of the United Kingdom and access to them from territories where their contents are illegal is prohibited. In addition, if you access this Site from a location outside of the United Kingdom, you remain solely responsible for compliance with all local laws and regulations.

9. Entire Agreement, Dispute Resolution and Applicable Law - top

This Agreement constitutes the entire agreement between TES Parts and you with respect to your general use of the Site. Any cause of action you may have with respect to your use of the Site must be commenced within one (1) year after the claim or cause of action arises. If for any reason, any provision of the Agreement or portion thereof, is found to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect.
We agree that this Agreement will be construed, interpreted and applied in accordance with English law, excluding its conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods.

10. Other Agreements - top

Any commercial transaction for goods, services or data which you have entered into with or may enter into with TES Parts, whether separately in writing or through the use of facilities provided by TES Parts on this Site will be governed by the terms and conditions set forth in the applicable agreement governing such transaction. In the event of a conflict between specific terms of this Agreement and specific terms of another agreement you may have with TES Parts, the terms of such other agreement shall control to the extent necessary to eliminate such conflict. All other terms shall be governed by this Agreement.

Terms and Conditions of Sale

("Conditions")TES Parts Limited("us")

These Conditions apply to all sales of Goods by us to you via the Website.
In these Conditions:-

"Contract" means a contract for the sale of Goods formed in accordance with the provisions of condition 1 and incorporating these Conditions;
"Goods" means the products and/or parts details of which are set out [in your order]/[in our acceptance of your order];
"Price" means the price payable for the Goods as set out [in your order]/[in our acceptance of your order];
"TES Parts Bank Account" means our bank account details of which are set out on the Website;
"Website" means our website at www.TESParts.com

1. Contract Formation - top

1.1 The advertisement of products and/or parts on the Website is an invitation to you to offer to purchase, and not an offer by us to sell, such products and/or parts.
1.2 Any order for Goods placed by you via the Website is an offer by you to purchase Goods from us subject to the Conditions. If you do not accept the Conditions you should not place an order.
1.3 Any order for Goods placed by you via the Website will be subject to acceptance by us. We are not obliged to accept any order. Any order accepted by us will only be accepted on and subject to these Conditions.
1.4 Each order which is accepted by us shall constitute a Contract between you and us.

2. Payment - top

Payment of the Price shall be made in full in US Dollars by wire transfer to the TES Parts Bank Account within five (5) days from the date of your order unless otherwise agreed by us.

3. Payment of Interest - top

We shall have the right to charge interest at the rate of 3% per annum above the Financial Times published World Interest Rates US dollar overnight rate as amended from time to time, such interest being charged on a daily basis on overdue accounts calculated from the date payment is due until receipt of the payment at the TES Parts Bank Account.

4. Taxes - top

You shall reimburse us for the amount of any sales tax, use tax or other tax levy duty or surcharge imposed on us by any authority of any country, federal, state or local governments, as a result of the sale, use, delivery, storage or transfer of Goods. Further, you shall be responsible for all export and customs obligations and full compliance with Department of State and Treasury Statutes and all relevant requirements of any statute, statutory rule, order or other instrument having the force of law (in each case whether pursuant to English law or the laws of any other country in which the Goods are located and/or to which they are delivered) or any requirements of any government or regulatory authority.

5. Delivery - top

5.1 All sales are FCA (as defined by INCOTERMS 2000) shipping point and, subject to condition 5.2, according to the delivery schedule and shipping point specified in our acceptance of your order.
5.2 Any times quoted for delivery are estimates only. We shall have no liability whatsoever for any failure to deliver Goods within such time or at all. You shall not be entitled to refuse to accept late delivery or to treat late delivery as a breach of contract.

6 Return of Goods - top

You shall notify us immediately of any defective or damaged Goods discovered on receipt by you. We shall only be liable for damage to or defects in Goods which occurred or arose prior to delivery of such Goods and our liability for such Goods shall be limited (at our option) to the repair or replacement of such Goods or refunding or crediting to you the Price in respect of such Goods. Any such Goods may only be returned to us with our express permission and must be so returned within sixty (60) days of the date of despatch of such Goods from our premises. In addition, Goods returned must have the original tags attached and if they do not you will be liable for the costs involved in retagging such Goods.

7 Retention of Title - top

7.1 Until such time as we shall have received payment in full of the Price legal and beneficial title to and ownership of Goods shall remain with us.
7.2 You shall at your risk and expense insure all Goods from the date of delivery for their full replacement value against all risks and keep all Goods safe and in good condition stored separately and clearly identifiable as our property with all identifying marks intact and legible.
7.3 You may use or sell Goods or any of them in the ordinary course of your business on the basis that any proceeds of sale shall be held in trust by you for us absolutely. Your rights under this condition shall be conditional upon you including a retention of title condition substantially in the form of that contained at condition 7.1 above in all contracts entered into by you for the sale of Goods or any of them.
7.4 Your rights under condition 7.3 shall terminate:

immediately on notice from us; or
immediately and automatically on the presentation of a petition for your winding-up or for the appointment of an administrator of your undertaking (whether you are a company or partnership) or if you are an individual on the presentation of a bankruptcy petition or an application for an interim order under Part VIII of the Insolvency Act 1986 or if you have an administrator, receiver or administrative receiver appointed over any of your assets or undertaking or if you resolve to or go into voluntary liquidation (other than for the purposes of a bona fide reconstruction or amalgamation of a solvent company) or if you apply for, propose or make any voluntary arrangement with your creditors or apply for any moratorium from creditors' actions or if you cease to carry on business or if you are unable to pay your debts (in the case of a company) within the meaning of section 123 of the Insolvency Act 1986 or (in the case of an individual) section 268 of the Insolvency Act 1986 or upon the happening of any equivalent event under the laws of any relevant jurisdiction.

7.5 We may at any time enter your premises or the premises of any third party where Goods are stored for the purpose of inspecting Goods and identifying them as our property and upon termination of your powers of use and sale under condition 7.3 above we may repossess them and you irrevocably authorise us to enter upon such premises for those purposes.
7.6 Upon the termination of your powers of use and sale under condition 7.3 we shall be entitled at our option (i) to cancel any contracts between us and you and/or (ii) to deal direct with any of your customers in which case any proceeds of any sale to such customers shall belong to us absolutely.

8. Indemnification - top

You agree to indemnify and hold us, our suppliers, directors, officers, employees, agents and affiliates harmless from and against all claims, liability, loss, damage and/or expense, including without limitation all legal fees arising from or by reason of
· any injury or death allegedly caused by the use, resale, transfer or alteration of Goods;
· any damage to or destruction of any property or injury to any person or persons caused by any act or omission whether negligent or otherwise, of you or of your employee, sub-contractor, workman, servant, or agent. This condition shall survive expiry or termination of the Contract howsoever arising.

9. Warranty and Limitation of Liability - top

9.1 We warrant that we will have the right to sell the Goods to you free of any liens or claims at the time at which title to Goods will pass to you in accordance with the Conditions.
9.2 GOODS ARE SUPPLIED STRICTLY ON THE TERMS THAT YOU HAVE SATISFIED YOURSELF OF THEIR SUITABILITY FOR YOUR PURPOSES AND , SAVE AS EXPRESSLY PROVIDED HEREIN, WE MAKE NO WARRANTIES OR REPRESENTATIONS IN RESPECT OF GOODS AND ALL WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED BY LAW IN RESPECT OF THE SALE AND/OR SUPPLY OF GOODS, INCLUDING WITHOUT LIMITATION WARRANTIES OF SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED.
9.3 SAVE TO THE EXTENT SET OUT IN CONDITION 6, WE SHALL HAVE NO LIABILITY TO YOU WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY DEFECTS IN GOODS AND/OR ANY DAMAGE AND/OR LOSS INCURRED OR SUFFERED BY YOU IN CONNECTION WITH GOODS.
9.4 WE SHALL NOT BE LIABLE WHETHER BY WAY OF INDEMNITY OR BY BREACH OF CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR BREACH OF STATUTORY DUTY OR IN ANY OTHER MANNER FOR CONSEQUENTIAL OR INDIRECT LOSS OF WHATEVER NATURE SUFFERED BY YOU OR FOR SPECIAL DAMAGE, LOSS OF USE OF THE GOODS, LOSS OF PROFIT OR OF ANY CONTRACT OR ANY OTHER LOSS OF WHATSOEVER NATURE SUFFERED BY YOU, EVEN IF YOU NOTIFIED US IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OCCURRING.
9.5 NOTHING HEREIN SHALL PREVENT US FROM ASSIGNING TO YOU ANY MANUFACTURER'S, DISTRIBUTOR'S OR REPAIR STATION WARRANTY WHICH MAY SO BE ASSIGNED BUT NOTHING HEREIN SHALL OBLIGE US TO SO ASSIGN.
9.6 OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH GOODS (WHETHER DUE TO OUR NEGLIGENCE OR OTHERWISE) SHALL NOT EXCEED THE PRICE PAYABLE FOR SUCH GOODS IRRESPECTIVE OF THE NUMBER OF CLAIMS MADE.
9.7 NOTHING IN THIS CONDITION 9 SHALL BE CONSTRUED AS LIMITING OR EXCLUDING OUR LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF US OR OUR EMPLOYEES WHILE ACTING IN THE COURSE OF THEIR EMPLOYMENT.

10 Our Right to Cancel the Contract - top

10.1 Without prejudice to condition 3 above, we shall be entitled to terminate the Contract immediately and without any liability to you if you fail to make payment of the Price in accordance with condition 2.
10.2 We shall be entitled to terminate the Contract immediately if we are prevented from or delayed in performing our obligations hereunder, due to any cause beyond our control. Such causes shall include, but not be limited to, acts of God, acts (or failure to act) of civil or military authority, government priorities, fires, strikes, labour disputes, work stoppage, floods, epidemics, war (declared or undeclared), riot, delays in transportation or inability to obtain on a timely basis necessary labour, materials, fuels or components.
10.3 The following conditions shall survive expiry or termination of the Contract howsoever arising: 3, 4, 6, 7, 8, 9, 11, 12, 13 and this condition 10.

11. Entire Contract - top

11.1 Each Contract embodies the entire understanding of the parties in respect of the subject matter hereof, and the Conditions shall prevail notwithstanding any terms and conditions contained in any document proffered by you or otherwise brought to our attention by you. A Contract may not be amended, modified or changed unless agreed in writing by us and you.
11.2 You acknowledge that you have not been induced to enter into the Contract by any representation made by or on behalf of us, provided always that nothing contained in this condition 11.2 shall exclude our liability for fraudulent or wilful misrepresentation.
11.3 If any provision of the Conditions is held by any court of competent authority to be void or unenforceable it shall be deleted and the remaining provisions shall continue in full force and effect and if necessary be amended so far as may be required to give effect to the spirit of the Conditions.

12. Rights of Third Parties - top

The parties to the Contract do not intend that any term of the Contract shall be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999 by any third party who is not a party to the Contract.

13. Governing Law - top

The Contract shall be governed by and construed in accordance with the laws of England and Wales and shall be deemed to have been made in England and you agree to submit to the exclusive jurisdiction of the courts of England and Wales as regards any claim or matter arising between us and you. This condition is for our benefit and shall not limit our right to take proceedings in any court of competent jurisdiction.