CONDITIONS OF SALE

1. DEFINITIONS
The “Supplier” means V1Aviation Recruitment Specialists Ltd. “List Price” means those prices appearing in the Supplier’s current price list or such other agreed amount between the parties. The “Customer” is the company, firm, person, corporation or public authority buying the Supplier’s services. “Equipment” means the simulator, computers, software and materials eligible for hire by the Customer. “Service” means any of the suppliers services available for purchase.

2. Unless otherwise agreed in writing by the Supplier the service is supplied by the Supplier on these conditions only and no variations of or addition thereto (whether contained in any document emanating from the Customer or made orally by any person acting or purporting to act on the Supplier’s behalf) shall have effect unless it is in writing signed by a director of the Supplier. Should any of these conditions conflict with any conditions stated in any Customer’s order these conditions shall prevail. The giving by the Customer of any delivery instructions for the service or any part thereof or the acceptance by the Customer of delivery of the service or any part thereof or any document by the Customer in confirmation of the transaction set out on the basis thereof after receipt by the Customer of this document or available viewing on the Supplier’s website shall constitute unqualified acceptance by the Customer of these conditions.

3. Quotations, estimates and adverts are only invitations to treat and do not constitute an offer the Supplier reserving the right to withdraw or amend them at any time prior to the Supplier’s acceptance in writing of the Customer’s order.

4. Every effort will be made to keep delivery dates given but such dates are subject to instructor and simulator availability. If the Customer refuses or fails to take delivery of services rendered in accordance with the contract or written agreement the Supplier shall be entitled to immediate payment in full for the services so rendered, payments however, are normally taken on an up-front basis.

5. All documentation samples, descriptive matter, specifications and advertising and any descriptions or illustrations contained in the Supplier’s catalogues or brochures or elsewhere including any websites are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of the contract and are not a sale by sample.

6. Services shall be deemed to have been delivered complete in accordance with the advice note, to the Customer’s satisfaction, unless the Supplier receives written notice to the contrary within 2 working days after service delivery to the Customer. It is recommended that such notification be by way of email to the Supplier’s customer email address: enquiries@v1aviation.co.uk. If the Supplier is then satisfied that the service was delivered incomplete or unacceptable, the Supplier will make good the delivery as soon as practicably possible, reserving the right to investigate, but with no other liability.

7. Small deviations or variations from particulars of the service shall not give rise to any claims.

8. The service and it’s content, handouts and materials shall remain the Suppliers absolute intellectual property. Notwithstanding that the Supplier retains the ownership of the materials aforesaid the Customer shall be entitled to use the whole or any part of the equipment during the period of service delivery.

9. Prices quoted are standard unless otherwise stated and are those then currently ruling. In the event of any alteration in prices prior to service delivery, prices quoted shall be adjusted accordingly. Any special material costs will be charged additional to the price of the service. The term ‘special’ refers to any particular arrangements that may be agreed to by the Supplier at the request of the Customer which are other than the Supplier’s normal methods of delivery.

10. Payment for services by a Customer that does not have an approved account facility with the Supplier shall be on an up-front basis. If payment is not made the Supplier may withhold service delivery, delay on confirming simulator slots, or terminate the order in its entirety. Payment of the Supplier’s invoices shall be made without any deduction or set-off.

11. Where the Customer has an approved account, (confirmation of which has been given in writing by the Supplier), payment will be due 30 days after the date of each invoice unless otherwise agreed by a director of the Supplier in writing. If any sum remains unpaid after the due date the payment of all charges, no matter how recent, shall become due immediately. Punctual payment of each invoice shall be of the essence of the contract. The Supplier reserves the right to suspend and/or cancel further supplies from existing or any other orders until all overdue debts have been discharged. An authorised Credit account may be granted at the Supplier’s discretion where a level of credit approval has been granted by the Supplier and the Customer has agreed these terms and conditions. The provision of credit facilities will be reviewed periodically and is discretionary, and may be withdrawn by the Supplier at any time without giving a reason. The Supplier reserves the right to charge interest on overdue accounts at the rate of two per cent per month to run from the due date for payment until receipt by the Supplier of the full amount, including any such interest charged, whether or not after judgment.

12. If the Customer defaults in any payment under this or any other contract with the Supplier, or ceases business, or stops payment to or makes any composition or arrangement with creditors, or such suffers any distress or execution, enter into any form of insolvency process, or an order or resolution for winding up is made, then the Supplier may deem the Customer to have repudiated this contract and recover money due and damages for such repudiation without prejudice to other remedies.

13. The Supplier has the right at its sole discretion to serve written notice at any time that it requires any party to a dispute or alleged dispute arising out of or in connection with this contract to enter into ADR by way of formal mediation, such mediation to take place within 21 days of service of the notice upon them.

14. If the parties are unable to agree the identity of a mediator within 10 days of the service of a notice pursuant to clause 13 hereof, the supplier shall request that the Registrar of European Administration Ltd trading as Clerksroom appoints the mediator a place date and location in the United Kingdom for the mediation to take place. The parties agree that the mediation shall take place under the terms and procedures set down in the Clerksroom Agreement for Mediation current at the date of the notice herein.

15. The Supplier shall not be liable for any damage, loss or expense (subject always to the provisions of the Unfair Contract Terms Act 1977 and any superseding Act as to consumer sales) caused to the Customer by circumstances beyond the Supplier’s control (including weather, industrial action, shortages of labour or materials or faults of contractors, sub-contractors or others not in the direct employ of the Supplier). Unless otherwise expressly agreed in writing, the Supplier shall not be liable for consequential damage, loss or expense, howsoever caused.

16. The equipment utilised for provision of services hereunder is warranted to be within normal limits of industrial quality. All other warranties or conditions as to quality or description (statutory or otherwise) are excluded. The Supplier’s liability for breach of this warranty (or in any other claim based on any defect in the equipment) shall not exceed the cost of rescheduling the session due to defective equipment or, at the Suppliers option, reimbursement of the price received by the Supplier for the services rendered. In respect of any equipment or products supplied by the Supplier but provided by other firms, and warranties or guarantees given to the Supplier by such firms or suppliers will, so far as the suppliers be able, be passed to the benefit of the Customer.

17. The supply of services hereunder shall not confer any right upon the Customer to use any of the Suppliers trademarks or any third parties’ trademarks without the Supplier’s prior written consent and at all times such trademarks shall remain the Supplier’s property or the third parties’. Nor does it imply any right to use any patent which the Supplier may have or any indemnity against infringement of third party patents.

18. The Customer shall not assign, transfer or purport to assign or transfer the contract to which these conditions relate or the benefit thereof to any person whatsoever.

19. The Customer hereby consents to any relevant searches on its principal directors/partners being made through a licensed credit reference agency, if required.

21. It is the Supplier’s intention that no third party should benefit from this agreement.

22. If the Customer wishes to change the status of any account to any other legal identity than the one accepted by the Supplier such a change will only take effect if specifically authorised and accepted in writing by a director of the Supplier. The change of salutation of any paperwork including but not limited to invoices and delivery notes is specifically not an indication the Supplier has accepted any change in the contractual relationship.

23. If the Customer breaches any of the terms of this contract, the customer shall be liable to pay the Supplier’s reasonable costs and expenses (including any legal costs to be assessed on the standard basis including legal costs incurred in the small claims track of the County Court as if such case had been assigned to the Fast Track) incurred in enforcing any of the Supplier’s rights under this contract.

24. This Agreement is governed by and shall be construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English Courts in relation to any dispute arising under or in connection with this Agreement. Each Party waives any right it has to object to an action being brought in the English Courts or to claim that any such action has been brought in an inconvenient forum. It is intended between the parties that each and every clause in these.

TERMS AND CONDITIONS OF SERVICES

1.0 DEFINITIONS
The “Supplier” means V1Aviation Recruitment Specialists Ltd. “List Prices” means those prices appearing in the Supplier’s current price list or online. The “Customer” is the company, firm, person, corporation or public authority purchasing the Supplier’s services. “Equipment” means the simulator, computers, software and materials eligible for hire by the Customer.
2.0 All contracts are made upon these conditions and in contracting with the Supplier the customer accepts these conditions to the exclusion of any conditions of the customer however expressed or whenever contained.

2.0 TERMS OF PAYMENT
Where the customer has an approved account, (confirmation of which has been given in writing by the Supplier), payment will be due 30 days after the date of each invoice. If any sum remains unpaid after the due date the payment of all charges, no matter how recent, shall become due immediately. Punctual payment of each invoice shall be of the essence of the contract. The Supplier reserves the right to suspend and/or cancel further services from taking place until all overdue debts have been discharged. An authorised Credit account may be granted at the Supplier’s discretion where a level of credit approval has been granted by the Supplier and the customer has agreed these terms and conditions. The provision of credit facilities will be reviewed periodically and is discretionary, and may be withdrawn by the Supplier at any time without giving a reason.

3.0 MEDIATION
The Supplier has the right at their sole discretion to serve written notice at any time that it requires any party to a dispute or alleged dispute arising out of or in connection with this contract to enter into ADR by way of formal mediation, such mediation to take place within 21 days of service of the notice upon them.

4.0 If the parties are unable to agree the identity of a mediator within 10 days of the service of a notice pursuant to clause 4 hereof, the supplier shall request that the Registrar of European Administration Ltd trading as Clerksroom appoints the mediator and a place date and location in the United Kingdom for the mediation to take place. The parties agree that the mediation shall take place under the terms and procedures set down in the Clerksroom Agreement for Mediation current at the date of the notice herein.

6.0 AUTHORITY
The person making the contract with the Supplier warrants that they have the authority of the customer to make this contract on the customer’s behalf and hereby agrees to indemnify the Supplier against all losses and costs that may be incurred by the Supplier if this is not so.

7.0 MAINTENANCE OF EQUIPMENT
The supplier will keep acquainted with the state and condition of the equipment and ensure it remains safe, serviceable and clean. Any breakdown or any unsatisfactory working of equipment will be at the supplier’s expense.

8.0 SAFETY
The Supplier will provide the customer with appropriate instructional material where reasonably practicable and the customer will ensure that this information is heeded. The equipment shall not be used for any purpose that it is not designed for.

9.0 SERVICE DELIVERY
The date of service delivery will be the effective date confirmed in writing by the supplier to the customer on purchase. The customer must notify the supplier if they intend to cancel or amend their service delivery date with no less than 30 days notice. In the event that a simulator session is booked with less than 30 days notice, the customer hereby agrees that by confirming their slot they are agreeing to pay in full prior to their session, waiving any right to refund once confirmed. No allowance will be made for holiday periods or inclement weather or for any reason whatsoever beyond the Supplier’s control including strikes, lock-outs, cessation of labour, transport delays, Government interference or control or any other cause of contingency. The Supplier may at its sole discretion and subject to availability and at the request of the customer, add, subtract or substitute to the equipment let on hire without creating a modifying agreement within the meaning of the Consumer Credit Act 1974.

10.0 VARIATION ON PRICES
Any quotation stands as an invitation to treat. The Supplier reserves the right to increase prices prior to payment for variations in equipment and service delivery location.

11.0 OUTSTANDING ACCOUNTS AND PAYMENT
The Supplier reserves the right to charge compound interest at the rate of two and a half per cent per month (on a daily basis) on all sums outstanding after the date for due payment. This entitlement to interest shall be without prejudice to the Supplier’s right to terminate services rendered by reason of non-payment. Interest shall continue to accrue after such termination until payment of all overdue amounts has been received.
All prices quoted will be deemed to be the Supplier’s online list prices unless agreed by the Supplier in writing. Any prices agreed which differ from the Supplier’s list price will only remain applicable on the condition that the payment terms will be complied with, full charges may be substituted thereafter. Should a dispute arise in respect of any specific item described by any specific invoice, the customer shall not be entitled during the course of this dispute to withhold any sums for payment beyond those specifically relating to the disputed item(s). A counter-claim against the Supplier will only be accepted for deduction from any payment made to the Supplier where the Supplier has agreed to such a deduction in writing. No amount which might be due for payment to an associate company or to the parent company of the Customer will be deemed to be acceptable as a counter-claim in this contract.

12.0 TERMINATION
If the Customer commits any breach of this, or any other contract with the Supplier, or ceases business, or stops payments to or makes deeds of arrangement, assignment or composition with its creditors or being a company that enters any form of insolvency process whether compulsory or voluntary or suffers or allows the appointment of a receiver or provisional liquidator, or suffers any distress or execution whether legal or equitable or any attempt thereat upon any of the Customer’s property, or has an unsatisfied judgment against it for 14 days or more, or commits any act of bankruptcy, or has an order or notice of resolution for winding up proposed or made against it, or dishonours any cheque drawn upon it, then the Customer shall be deemed to have repudiated this contract. The Supplier may then immediately recover any monies due as well as damages for repudiation without prejudice to any other rights and remedies.

13.0 OWNERS RIGHTS
Where the customer takes the equipment on hire intending to re-hire the equipment to a third party, the customer is deemed to retain control of the equipment whether or not it might remain in the customer’s possession. The customer shall be solely responsible for the payment of all charges raised by the Supplier and for all charges raised by the Supplier in respect of damage to or loss of the equipment. It is the sole responsibility of the customer to return the equipment to the Supplier, as required. The Supplier will not deal directly with any third party in this context.

14.0 CUSTOMER’S INDEMNITY
The Customer shall indemnify the Supplier against any loss, damage, claims or proceedings, and against any costs or expense arising out of or in connection therewith, in respect of any injury to or death of any person or damage to any property real or personal caused by or arising out of or in the course of the use or misuse of the equipment by any person (other than that caused by the Supplier) or arising out of this contract. The Customer shall effect to keep in force at all times Policies of Insurance in respect of the customer’s liabilities under this condition.

15.0 TITLE
The equipment, notwithstanding its loss or theft and any payment from the customer to the Supplier in respect thereof, will at all times remain the property of the Supplier or it’s third party contractors.

16.0 VALUE ADDED TAX (VAT)
Unless specifically stated otherwise, prices and rates shown in quotations, contracts, invoices, certificates and correspondence are inclusive of VAT, which will be payable to the Supplier at the rates laid down from time to time by the Law. The Supplier shall be entitled to adjust the rates and amount of VAT retrospectively or otherwise comply with any rulings made by H.M. Customs and Excise affecting any goods or services sold, hired or provided by the Supplier.

17.0 If the customer wishes to change the status of any account to any other legal identity than the one accepted by the Supplier such a change will only take effect if specifically authorised and accepted in writing by a Director of the Supplier. The change of salutation of any paperwork including but not limited to invoices and delivery notes is specifically not an indication the Supplier has accepted any change in the contractual relationship with the customer.

18.0 If the customer breaches any of the terms of this contract, the customer shall be liable to pay the Supplier’s reasonable costs and expenses (including any legal costs to be assessed on the standard basis including legal costs incurred in the Small Claims track of the County Court as if such case had been assigned to the Fast Track) incurred in enforcing any of the Supplier’s rights under this contract.

19.0 LAW
This Agreement is governed by and shall be construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English Courts in relation to any dispute arising under or in connection with this Agreement. Each Party waives any right it has to object to an action being brought in the English Courts or to claim that any such action has been brought in an inconvenient forum. It is intended between the parties that each and every clause in these conditions is legally binding and enforceable. No clause in these conditions is intended to be an agreement to agree.

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