UISSW - F.Z.E - Terms of Sale

1. Definitions

• “Company” means UISSW - F.Z.E, Ajman Free Zone, United Arab Emirates.

• “Buyer” means the purchasing entity identified in the Quotation or accepted Purchase Order.

• “Goods” means aviation parts, components, materials, or equipment supplied by the Company.

• “Services” means repair coordination, overhaul coordination, inspection services, maintenance slot procurement, logistics coordination, or other aviation support services arranged by the Company with third-party maintenance organisations.

• “Quotation” means the written commercial offer issued by the Company.

• “PO” means the Buyer’s Purchase Order accepted in writing by the Company.

• “Delivery” means transfer of the Goods to the carrier under the agreed Incoterm.

• “Incoterms” means Incoterms® 2020 as published by the International Chamber of Commerce.

• “RMA” means Return Material Authorisation issued by the Company.

• “DOA” means Dead on Arrival in accordance with Clause 10.

• “Wilful Misconduct” means intentional wrongdoing by the Company proven by a final non-appealable court judgment.

2. Scope, Acceptance and Non-Reliance

2.1 Scope

These Terms govern the sale of Goods and the provision or coordination of aviation maintenance, repair, overhaul, inspection, logistics, or related services by the Company.

2.2 Supremacy of Terms

These Terms supersede any conflicting terms of the Buyer unless expressly agreed in writing by the Company.

2.3 Buyer Terms Rejection

Any terms or conditions contained in the Buyer’s Purchase Order, standard purchasing conditions, or other document that conflict with or supplement these Terms are expressly rejected and shall have no legal effect unless expressly accepted in writing by an authorised representative of the Company. 

Issuance of a Purchase Order referencing the Company’s Quotation constitutes acceptance of the Company’s Terms of Sale only.

Silence or shipment shall not constitute acceptance of Buyer terms.

2.4 Acceptance

Acceptance of a Quotation, issuance of a Purchase Order, payment, or receipt of Goods constitutes unconditional acceptance of these Terms.

2.5 Incorporation

These Terms form an integral part of the Quotation and are binding upon acceptance.

2.6 Non-Reliance

The Buyer confirms that it has not relied upon any representation, warranty, statement, forecast, marketing material, or promise not expressly set out in the Quotation and these Terms.

3. Quotations, Orders and Broker Transactions

3.1 Quotation Validity

Quotations are valid only for the stated validity period.

3.2 Withdrawal or Revision

Quotations may be withdrawn or revised by the Company prior to order acceptance.

3.3 Prior Sale and Supplier Confirmation

All quotations are subject to prior sale and supplier confirmation, and availability of Goods is not guaranteed until supplier order confirmation is received.

3.4 Order Confirmation

Orders become binding only upon written confirmation by the Company.

3.5 Transaction Role

The Company may act either as principal (trader) or as broker, as expressly stated in the Quotation.

3.6 Broker Transactions

Where the Company acts solely as a broker, it does not take title to the Goods, receives payment strictly as a disclosed agent, and assumes no independent warranty obligations. In such cases, the Company’s liability shall not exceed the commission earned on the transaction, and the Buyer assumes the full risk of supplier non-performance, delay, insolvency, or regulatory action.

3.7 Repair Estimate and Teardown Adjustment

Repair and overhaul quotations are estimates based on preliminary information provided by the Buyer and are subject to technical inspection and teardown findings by the performing maintenance organisation.

Where the repair facility identifies additional defects, mandatory replacement parts, service bulletins, airworthiness directives, or other technical findings during teardown, the repair price and turnaround time may be revised.

The Company shall notify the Buyer of any revised repair quotation issued by the repair facility. No repair work beyond the initial estimate shall proceed without Buyer approval where required by the repair organisation.

The Company shall have no liability for any increase in repair cost resulting from teardown findings or technical determinations made by the repair facility.

If the Buyer declines the revised repair quotation, the Buyer shall be responsible for all inspection, evaluation, teardown, and return freight charges.

3.8 Repair Coordination

Where the Company arranges repair, overhaul, inspection or maintenance services with a third-party maintenance organisation, the Company acts solely as an intermediary and contract facilitator.

All repair performance, certification, turnaround time, and technical obligations remain the responsibility of the performing repair organisation.

The Company assumes no liability for repair performance, technical findings, certification validity, or delays arising from the repair organisation.

4. Pricing and Currency

4.1 Currency

Prices are quoted in United States Dollars (USD) unless otherwise stated.

4.2 AED Reference

AED equivalents may be shown for statutory or reference purposes only.

4.3 Excluded Charges

Unless expressly stated otherwise, prices exclude freight, insurance, duties, taxes, banking charges, customs fees, and regulatory charges.

4.4 Banking Costs

The Buyer is responsible for all banking and transfer charges.

4.5 Currency Fluctuation

Where pricing is based on exchange rates, the Company may adjust prices where currency fluctuation exceeds two percent (2%) between the quotation date and order confirmation.

5. Payment and Retention of Title

5.1 Payment Terms

Unless otherwise agreed in writing, one hundred percent (100%) prepayment is required prior to shipment. Repair services may require advance deposits or milestone payments as specified in the Quotation.

5.2 Shipment Condition

Shipment shall not occur until full cleared funds have been received by the Company.

5.3 No Set-Off

The Buyer shall have no right of set-off, counterclaim, withholding, or deduction against any payment owed to the Company.

5.4 No Suspension of Payment

The Buyer may not suspend payment pending any claim or dispute.

5.5 Retention of Title

Title to the Goods shall not pass to the Buyer until full payment has been irrevocably received by the Company.

6. Delivery, Risk and Insurance

6.1 Incoterms

Unless otherwise stated, the default Incoterm is FCA in accordance with Incoterms® 2020.

6.2 Delivery

Delivery occurs upon handover of the Goods to the carrier.

6.3 Transfer of Risk

Risk of loss or damage transfers to the Buyer upon Delivery.

6.4 Transit Insurance

The Buyer is responsible for arranging transit insurance.

6.5 Lead Times

Delivery dates and lead times are estimates only and are not guaranteed.

6.6 Delay

Any delay shall not entitle the Buyer to cancellation, rejection, penalty, liquidated damages, or compensation.

6.7 Delay Causes

The Company shall not be liable for delays arising from suppliers, carriers, regulatory authorities, export controls, sanctions reviews, or force majeure events.

6.8 Supplier Non-Performance

Where a supplier cancels or cannot fulfil an order, the Company may cancel the transaction and refund amounts received without further liability.

6.9 Partial Shipments

The Company may perform partial shipments where operationally necessary.

6.10 Partial Shipments

For repair or overhaul transactions, delivery shall be deemed complete when the repaired component is released by the repair facility with the applicable certification and made available for shipment.

7. Inspection and Acceptance

7.1 Inspection Requirement

The Buyer must inspect the Goods within forty-eight (48) hours of Delivery. For repaired or overhauled components, acceptance occurs upon release of the component with certification by the performing maintenance organisation.

7.2 Notification

Written notice of any alleged non-conformity must be submitted within this inspection period.

7.3 Acceptance

Failure to provide such notice within the specified period shall constitute final and unconditional acceptance of the Goods.

7.4 Waiver of Claims

Acceptance of the Goods waives all non-conformity claims except as permitted under Clause 10.

8. Certification, Documentation and Reliance

8.1 Certification

Goods are supplied with the certification specified in the Quotation.

8.2 Documentation Source

The Company does not alter, re-certify, independently verify, or guarantee supplier documentation.

8.3 Commercial Review

The Company performs reasonable commercial review of documentation only.

8.4 Documentation Liability

The Company shall not be liable for latent documentation irregularities, fraudulent acts of third parties, or forged or altered certificates not reasonably detectable through commercial review.

8.5 Installation Determination

The Buyer is solely responsible for determining installation eligibility, airworthiness approval, and operational integration, and the Company does not approve installation or operational use of any Goods.

8.6 Performance Disclaimer

Goods are not sold with any guarantee of operational outcome, continued airworthiness, regulatory approval, or performance in service.

9. Installation Responsibility

Installation of the Goods must be performed in accordance with the applicable Aircraft Maintenance Manual (AMM) and Illustrated Parts Catalogue (IPC) by appropriately licensed and qualified personnel, and any deviation from these requirements shall void DOA eligibility and release the Company from any associated liability.

10. Dead on Arrival (DOA)

Any Dead on Arrival (DOA) claim must be submitted in writing within forty-eight (48) hours of Delivery. No Goods may be returned without prior written Return Material Authorisation (RMA) issued by the Company. Evaluation of the alleged defect shall be performed by the original manufacturer, approved repair station, or the original supplier. If the defect is confirmed, the Company shall issue a credit equal to the invoice value of the Goods. If the evaluation determines No Fault Found (NFF), the Buyer shall bear all associated freight, handling, and evaluation costs. Where the Buyer requests replacement material prior to completion of evaluation, a new Purchase Order and full prepayment shall be required.

For repaired or overhauled components, warranty claims must be submitted directly through the repair organisation in accordance with its warranty procedures.

11. Warranty Disclaimer

11.1 No Independent Warranty

The Company provides no independent warranty.

11.2 Exclusion of Implied Warranties

All implied warranties, including warranties of merchantability and fitness for a particular purpose, are excluded.

11.3 Pass-Through Warranty

Any OEM or repair station warranty is provided strictly on a pass-through basis and is not extended by the Company.

12. Returns and Cancellation

Orders may not be cancelled once a supplier order has been placed, and returns are permitted only under the conditions specified in Clause 10.

13. Export Control and Sanctions

Transactions are subject to applicable export control regulations and sanctions laws. The Company may suspend or cancel any transaction where compliance risks arise, and the Buyer shall indemnify the Company for any losses arising from the Buyer’s violation of such laws.

14. Limitation of Liability

The Company’s maximum liability per transaction shall not exceed the invoice value of the Goods. The Company shall not be liable for aircraft downtime, AOG costs, installation labour, regulatory grounding, loss of profit, or any indirect or consequential damages. Any claim must be brought within twelve (12) months of Delivery.

Repair quotations are estimates based on preliminary information. Final repair pricing may be adjusted following teardown inspection or technical findings by the performing maintenance organisation.

15. Storage Charges

Storage charges arising from customs delays, documentation issues, or Buyer instructions may be invoiced to the Buyer at cost. Storage charges may apply where repaired components remain uncollected after notification of completion.

16. Force Majeure

The Company shall not be liable for delays caused by events beyond its reasonable control, including supplier insolvency, government intervention, transport disruption, export restrictions, or other force majeure events.

17. Governing Law

These Terms are governed by the laws of the Emirate of Ajman, United Arab Emirates and applicable Free Zone regulations, and the courts of the United Arab Emirates shall have exclusive jurisdiction.

18. Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19. Entire Agreement

These Terms constitute the entire agreement governing the sale of Goods and supersede all prior communications or representations.