Celier Aviation General Sales Terms and Conditions

I. GENERAL PROVISIONS

 

1. These General Sale Terms and Conditions, hereinafter referred to as „GSTC”, specify general terms and conditions of sale of products, by CELIER AVIATION Sp. z o.o., company incorporated under Polish law, having its seat at the address: ul. Żurawia 45, 00-680 Warszawa, factory: ul. Sulejowska 45, 97-300 Piotrków Trybunalski, entered into the entrepreneurs’ register conducted by the Capital City of Warsaw District Court, XII Commercial Department of the National Court Register under KRS No. 0000330739, tax ID (NIP) 5252454565, statistical ID (REGON): 141893017; share capital amounting to: PLN 50,000, hereinafter referred to as „CELIER AVIATION”, in favour of a Client having its seat in Poland or abroad, hereinafter referred to as the “Client”. A consumer within the meaning of Article 221 of the Polish Civil Code cannot be CELIER AVIATION’s client.

2. GSTC shall apply to sales of a gyroplane XENON and other ultra-light aircrafts, hereinafter referred to as „UAC”, to sales of each kind of merchandise (including parts and components) offered to a Client by CELIER AVIATION. Sales of XENONs and deriving machines by CELIER AVIATION is based on non-exclusive license granted by the owner of moral and proprietary copyrights to XENONs and deriving machines, i.e. by Mr. Raphaël Celier.

3. Any and all general terms and conditions of agreements, rules and regulations or contract templates applied by the Client for the purposes of its business activity shall not apply to any relations between CELIER AVIATION and the Client.

4. The fact of CELIER AVIATION’s non-application, at a given time, of any provision of GSTC, cannot be interpreted as equal to CELIER AVIATION’s waiving of any right.

5. Diagrams, dimensions, masses, prices, etc., included in catalogues, brochures, price-lists and other CELIER AVIATION’s information materials are only of approximate character.

6. Any information on products, contained in particular in catalogues, brochures, price-lists, addressed by CELIER AVIATION to potential clients and to Clients shall not constitute an offer within the meaning of the Polish Civil Code provisions, but only invitation to undertake trade talks.

 

II. LIMITATIONS

 

1. The Client hereby declares to have been informed that XENON is an ultra-light aircraft, certified only in certain countries, specified in the website www.celieraviation.pl. The Client hereby declares to have been informed and to be aware that XENON as well as other UACs may appear dangerous and full control over them may be impossible due to unexpected influence of forces of nature and/or unpredicted meteorological events or conditions, errors during process of production or service, sudden damages to the engine or propeller. Having regard to the above, using XENON or other UAC can be hazardous to health or life. The Client declares that in case of purchase of XENON or other UAC, the Client shall use it only at his own risk. The Client is aware that XENONs and other UACs offered by CELIER AVIATION must be used according to their purpose, Manual of Use for Flying, Technical Operation Manual and only by persons having proper qualifications and experience. At either moment of starting, flying or other navigate activities the Client must have regard to, inter alia, limitations of use for flying appearing from manual of use for flying and the merchandise model/class, in particular capability for safe landing in case of damage to propeller or engine. Within the limits allowed by law all CELIER AVIATION’s liability, towards the Client, and towards all other users of the purchased merchandise, whom the Client entrusts with using the merchandise, as well as towards any third parties, shall be excluded.

2. The Client has been informed and is aware that depending on configuration of options of a gyroplane XENON, other UACs or any other aircraft ordered by the Client, the final weight of the machine may differ from the approximate  weight specified in catalogues, brochures, price-lists and other CELIER AVIATION’s information materials. The Client is aware that legal regulations on weight of aircraft  may differ depending on a country. The Client shall be bound to check those legal regulations applicable in countries where a given UAC shall  obtain the certification, be registered or/and used. CELIER AVIATION shall be released from any liability for the Client’s non-obtaining the abovementioned information, non-transferring in writing of this information to CELIER AVIATION and for all consequences that may result from such lack.

 

III. CONCLUDING A SALES AGREEMENT

 

1. In order to purchase a gyroplane XENON, other UAC or another products covered by CELIER AVIATION’s offer according to the hereby GSTC, the Client should provide CELIER AVIATION with an Order according to template applicable at CELIER AVIATION. The Order should contain at least:

a) date of submitting the Order;

b) Client’s data (name, head office address, number of register entry, tax and statistical ID(s), telephone number and email address);

c) model(s) and number of ordered merchandise(s) (according to configuration generated from the CELIER AVIATION system on the website www.celieraviation.pl);

d) purchasing price of the merchandise;

e) form of payment;

f) amounts and deadlines for payment of advances;

g) approximate date of delivery;

h) manner of receipt;

i) form of transport (in case of carrier option);

j) information whether the model is purposed for self-assembly (Kit-version) or whether the model shall be assembled;

k) costs related to delivery;

l) offer validity date;

m) signature of the Client or signature(s) of person(s) entitled to represent the Client.

The Order shall constitute an offer within the meaning of the Civil Code provisions. The Order addressed at CELIER AVIATION should be delivered to CELIER AVIATION personally, or via post mail or courier mail with the receipt confirmation to the seat’s address, or via electronic mail (address: sales@celieraviation.pl). Sales Agreement shall be concluded in the place of the CELIER AVIATION’s seat at the moment of receiving by the Client of confirmation of the Order, however not later than on the date of CELIER AVIATION’s commencing performing thereof. Confirmation of the Order should be delivered to the Client personally or via post mail or courier mail to the seat’s address indicated in the Order, or to electronic mail address indicated in the Order.

2. Sales Agreement concluded according to these GSTC is regulated hereby; in the scope of incoterms indicated hereby shall be applied Incoterms 2010, issues not regulated herein or in the Sale Agreement shall be governed by appropriate provisions of the Polish Civil Code. Placing an order by the Client shall be equal to the Client’s acceptance of the content hereof. In case of discrepancies between these GSTC and the Sale Agreement, the Sale Agreement shall prevail.

3. Without CELIER AVIATION’s previous written consent the Client shall not be entitled to transfer to any person entirety or part of rights and/or obligations under the placed Order or any Sale Agreement.

4. CELIER AVIATION reserves the right to introduce – at any time, without obligation to inform the Client and without any claim from the Client – changes in respect to materials, spare-parts, systems, component, should CELIER AVIATION deem such a change as necessary.

 

IV. PRICE AND PAYMENTS

 

1. Prices indicated in catalogues, brochures, price-lists and other CELIER AVIATION’s information materials are only of approximate character. Prices indicated both in the aforementioned materials and in the Order are net prices. The prices are indicated in EUR or USD and shall be paid in EUR or USD, respectively. The price shall be increased by VAT according to law provisions applicable as of the day of issue of the invoice.

2. The prices of products do not include costs related to packaging, loading, transport, insurance or any public fees (e.g. custom charges), flight fees, sea fees or costs of product assembly after the transport. Those costs shall be established separately from sales price, depending on the way of supply, and in each case shall be fully covered by the Client.

3. Payment for the ordered merchandise shall be made by the Client in three advances: a) first advance equal to 50% of purchasing price shall be paid after confirmation of the Order, b) second advance, equal to 25% of purchasing price shall be paid upon obtaining of the number of XENON, another UAC or other aircraft, c) third advance, equal to 25% of purchasing price shall be paid upon conducting factory air tests of XENON, another UAC or other aircraft, before its delivery. The deadline to pay the first advance is 14 (fourteen) days from the Client’s receiving of confirmation of the Order. The remaining advance payments shall be made within 14 (fourteen) days from informing the Client, via electronic mail, by CELIER AVIATION, on closing a given stage followed by duty to pay the advance.

4. Full payment of the first advance shall be condition  for commencing the production of the ordered product. In case of delay of payment of the second or/and third advance, CELIER AVIATION shall be entitled to suspend the further process of production of all ordered merchandises by the Client at CELIER AVIATION, until the outstanding payments are paid.
Where the delay to pay any advance has exceeded 21 (twenty one) days, CELIER AVIATION shall be entitled to withdraw from the given Sales Agreement without additional call. In case of CELIER AVIATION’s withdrawal the Sales Agreement due to reasons attributable to the Client, CELIER AVIATION may claim contractual penalty equal to 30 (thirty) % of total purchasing price specified in the Order; it shall not divest CELIER AVIATION of the right to claim from the Client to redress damage in full, if the damage exceeds the amount of contractual penalty.

5. The Client shall be bound to make all payments resulting from the Sales Agreement, without call; the Client shall have no right to make unilateral deductions. Payment of each advance shall be based on the pro forma invoices. The first pro forma invoice shall be attached to the confirmation of the Order and the following shall be attached to the notification on the stage generating the obligation of payment. After reception of the advance payment, CELIER AVIATION shall issue the appropriate invoice. The Client hereby gives its consent to be provided with invoices only in electronic form to the electronic mail address indicated in the Order.  Not issuing the invoice or not providing it to the Client therewith shall not however release the Client from obligation to pay by the deadline.

6. Date of crediting CELIER AVIATION’s bank account, indicated in the pro forma invoice, shall be deemed as the date of payment. Any potential overpayments shall be accounted for the Client’s future payment or return to the Client, at CELIER AVIATION’s discretion. In case of delay in any payment, CELIER AVIATION shall have right to calculate statutory interests for each day of delay.

7. The Client has been informed of and accepts the fact that price indicated in the confirmed Order is based on economic indicators as of the day of confirmation of the Order, and in the case of change of those indicators the price may be changed. In such situation, CELIER AVIATION shall inform the Client about change in the price. Where the change causes increase in the price, in relation to the original price specified in the confirmed Order, in excess of 5 %, the Client shall have right to withdraw from the Sales Agreement without the right to any indemnity from CELIER AVITION, by the way of a written declaration to be delivered to CELIER AVIATION by a registered letter with receipt confirmation, and CELIER AVIATION shall be bound to return advances paid by the Client, without interests.

8. The price can be also increased due to technical changes, to increase of prices of parts, components, systems etc. necessary to perform the Order, or due to legal regulations. In such situation, the Client shall not be entitled to withdraw from the Sales Agreement.

9. The costs related to the delivery (packaging, loading, transport, customs fees, flight fees, sea fees, insurance etc.) shall be updated one month before the planned delivery date. In case of their change in comparison to the amounts indicated in confirmed Order, CELIER AVIATION shall inform the Client without delay. CLIENT is not entitled to withdraw from the Sales Agreement in case of the increase of any delivery costs indicated in the confirmed Order.

10. Gyroplanes XENON, other UACs or other merchandise sold by CELIER AVIATION shall be CELIER AVIATION’s ownership until the moment of receiving by CELIER AVIATION of full payment. The Client shall be bound to inform CELIER AVIATION immediately on potential seizure of the aforementioned articles. The Client shall not be allowed to sell or to pledge the abovementioned articles during the period when ownership is reserved in favour of CELIER AVIATION.

 

V. DELIVERY

 

1. Delivery date specified in the confirmed Order shall be an approximate one, having regard to current work-load of the factory and order of the Orders. The delivery term shall be deemed as fulfilled when the object of the Order has been handed over to the Client by the indicated date, according to the provisions of point 2 below. However, the CELIER AVIATION’s departure from delivery date specified in the Order by maximum three months shall not be followed by any Client’s rights against CELIER AVIATION. In case of delay of delivery in excess of three months after the delivery date specified in the confirmed Order, the Client shall finally call CELIER AVIATION to provide the ordered merchandise within additional term of 15 days since the date of receiving the call; in case of ineffective lapse of the deadline the Client shall be entitled to renounce the Sales Agreement by a written declaration to be delivered to CELIER AVIATION by a registered letter with receipt confirmation, and CELIER AVIATION shall be bound to return advances paid by the Client, without interests.

2. The place of delivery of the subject of the Order is determined as EX WORKS “CELIER AVIATION’s factory under the address: ul. Sulejowska 45, 97-300 Piotrków Trybunalski”. The moment of handing over, by CELIER AVIATION, of the merchandise directly to the Client or to another person empowered by the Client, or transfer of the subject of Order to a first carrier, according to the Client’s instructions - shall be deemed as the moment of handover of the merchandise to the Client. The Client shall indicate either in the Order or later, however not later than 14 days prior to planned delivery date, the manner of handing over (Client’s receipt or handing over to the carrier) and  - where receipt of merchandise by the carrier has been chosen – the Client shall also indicate the manner of transport (road, air, sea, combined transport etc.). Notwithstanding the selected manner of receipt by or handing over, of the subject of the Order, since the moment of the handing over, to the Client directly or to the first carrier, of the subject of the Order, risk related to loss or damage of the subject of the Order shall be transferred to the Client.  CELIER AVIATION shall not bear liability for any damages and losses that may occur during the loading, handing over or transport, whether performed by the Client or by a carrier. In each case, the Client covers all costs related to the delivery, including packaging, loading, transport, insurance, customs, flight fees, sea fees, taxes etc. CELIER AVIATION will update the above costs 20 days prior to the planned delivery date. Where the costs have been indicated in the Order, CELIER AVIATION shall inform the Client without delay on their potential change comparing to the costs specified in the Order. All costs related to the delivery should be paid to CELIER AVIATION not later than 15 days prior to the planned delivery date. CELIER AVIATION shall bear no liability for any delay in delivery due to the Client’s delay to pay any of the aforementioned costs related to the delivery.

3. CELIER AVIATION shall inform the Client by electronic mail about readiness to hand over the subject of the Order. Subject of the Order should be picked up within 14  (fourteen) days from receiving by the Client the abovementioned information. In case of the Client’s delay to pick up the subject of the Order exceeds 14 (fourteen) days due to reasons attributable to the Client, CELIER AVIATION shall be entitled to claim, from the Client, fee for storage of the subject of the Order, in amount equal to 0,2 % of the price of the subject of the Order for each day of delay in pick-up. If the delay exceeds 30 (thirty) days, CELIER AVIATION shall be entitled to renounce the Sales Agreement without additional calling the Client to pick up the subject of the Order. In no circumstances, including CELIER AVIATION’s making use of right to renounce the Sales Agreement, storage fee may be cancelled or returned. Where CELIER AVIATION makes use of the right to renounce the Sales Agreement, it shall be entitled to count the advances paid by the Client towards contractual penalty due to improper performance of the Sales Agreement by the Client, up to the amount equal to 50 % of price; if the damage exceeds the amount of contractual penalty, CELIER AVIATION may claim redressing the damage in full. Where the delivery place is indicated by the Client, the CELIER AVIATION’s abovementioned right regards also the Client’s not picking up the subject of the Order. In the latter situation CELIER AVIATION shall be entitled also to reclaim all costs related to non-reception of the subject of the Order.

4. The Client shall be provided with the following documents together with the ordered gyroplane XENON or another UAC: copy of the Sales Agreement, Manual of Use for Flying, Technical Operation Manual, Maintenance Book, Guarantee Card, Acceptance Protocol.

5. Gyroplane XENON or another UAC shall be handed over without fuel, and in the case of sea transport – also without any liquids.

6. The Client commits to confirm receipt of the subject of the Order together with documents, on the Receipt Confirmation document, according to template applicable at CELIER AVIATION and deliver to CELIER AVIATION the original signed Receipt Confirmation via post mail or courier mail to CELIER AVIATION’s seat address. If CELIER AVIATION does not receive the document of Receipt Confirmation within 14 days since the date of receipt of the subject of the Order, CELIER AVIATION shall have right to calculate contractual penalty amounting to 0,2 % of the price of the subject of the Order, for each day of delay in excess of fourteen days after the receipt, and CELIER AVIATION may withhold all services rendered to the Client until the date of delivery of the Receipt Confirmation.

7. The Client shall be bound to check the merchandise at the moment of receipt, paying particular attention to damages resulting from transport, traces of opening during the transportation and – if necessary – advance the claim to the carrier.

CELIER AVIATION shall not bear liability for delays in delivery, if such delay is not caused by CELIER AVIATION’s fault.

 

VI. ASSEMBLY – KIT VERSION, FINAL VERSION, ASSEMBLY AFTER TRANSPORTATION

 

1. Gyroplane XENON or another UAC may be ordered in version for entire self-assembly by the Client (Kit-version) or as a final product, with the reservation of the provision of point 2 below. The Client indicates which version is ordered in the Order.

2. In case the final product is ordered, the Client declares to have been informed and accepts that the product in this version is however the subject of a appropriate, partial disassembly for transport purposes.

3. The Client declares to have been informed that the assembly of Kit version as well as the re-assembly of parts after transportation may be only performed by mechanic having CELIER AVIATION’s appropriate certificate. If in the place of destination of the product the Client has no access to a certified mechanic, he can order assembly service of Kit version /re-assembly after transportation at CELIER AVIATION or order a training service for its own mechanic at the factory of CELIER AVIATION. Both assembly of Kit version/ re-assembly after transportation and training service shall be charged separately.

4. In each case, if the assembly of Kit version / re-assembly after transportation is performed by a person who does not have CELIER AVIATION’s appropriate certificate, liability under guarantee shall be excluded in full, except for guarantee for components.

 

VII. GUARANTEE

 

1. CELIER AVIATION hereby grants to the Client guarantee in the scope of construction or material defects committed by CELIER AVIATION, for the period of twelve month since the date of the Client’s receipt of the subject of the Order. The Client shall receive Guarantee Document as confirmation of the granted guarantee.

2. All found defects should be reported to CELIER AVIATION within eight days since the date of their disclosure, under the pain of expiry of guarantee rights. Complaint should contain precise description of defect. The complaint reporting given defect should be assisted by evidences, including photo documentation and a report of the Client’s commission composed of at least three persons having appropriate qualification.

3. Liability under guarantee shall be limited only to repair or exchange of a defective part – at CELIER AVIATION’s discretion – and repair of labour costs not exceeding rates applicable by CELIER AVIATION.

4. During the guarantee period all surveys, maintenances and repairs should be performed by a mechanic holding CELIER AVIATION’s appropriate certificate under the pain of losing the rights under guarantee.

5. Exchange of a defective part to a new one may be performed only after receiving that defective part by CELIER AVIATION. All costs related to providing defective parts and delivery of repaired or new part, or a part in respect to which complaint has been rejected, including costs related to packaging, loading, transport, insurance, customs, taxes, flight fees, sea fees etc. shall be borne by the Client in full. Previous payment of all the aforementioned costs in CELIER AVIATION’s favour shall constitute condition for performance of any delivery by CELIER AVIATION. To the delivery of a new part, repaired part or a part in respect to which complaint has been rejected, the provisions of point V. 2 and 6 above should be accordingly applied (including the place of handing over, manner of handing over and transfer of risk related to loss or damage). CELIER AVIATION shall inform the Client of readiness to hand over repaired or new part or of a part in respect to which complaint has been rejected. In situation of the Client’s delay to pick up the part in excess of 30 days it shall be assumed that the Client has abandoned such part with intent to relinquish the ownership.

6. No repair performed during the guarantee period shall cause prolongation or renewal of the guarantee.

7. CELIER AVIATION’s liability under guarantee shall be excluded in full in the following situations:

a) an object covered by the guarantee has not been used according to its purpose, manuals of use, etc.;

b) the Client has exchanged original parts, accessories, etc. to non-original and/or non-compatible;

c) the Client has assembled additional equipment, parts, etc. without CELIER AVIATION’s previous written consent;

d) the Client has performed any modification in the subject of the Order or any of its parts without CELIER AVIATION’s previous written consent;

e) the defect has been caused by lack of or improper operation, cleaning, maintenance, survey, using in improper conditions, by too long usage, overloading, other uses, not concordant to the purpose and/or instructions, by user’s lack of qualifications or experience;

f) the defect has been caused by normal wear-and-tear usage (e.g. tires/tubes, brake pads, rotor brake pad, pre-rotator belts, lamp bulbs, relays, resistors, regulator and fuses, engine oil and coolant, windshield and doors).

8.  In any situation all CELIER AVIATION’s liability under statutory warranty shall be excluded.

 

VIII. USE

 

1. Notwithstanding  provisions of point II above, the Client has been informed and is aware that gyroplane XENON, another UAC or other products purchased at CELIER AVIATION should be used according to its purpose, by qualified and experienced pilots and mechanics, in accordance to principles of flying, including those determined in Manual of Use for Flying, Technical Operation Manual, and with due diligence.

2. Only the Client shall be responsible for verifying legal requirements of registration, certification etc. and of using gyroplane XENON, another UAC  or other aircraft ordered at CELIER AVIATION, in the Client’s country of registration and/or using the given machine.

3. The Client shall be bound to perform current maintenances and surveys, according to Maintenance Book. Maintenances and surveys should be performed only by qualified mechanics holding CELIER AVIATION’s appropriate certificate, who shall make note of performing the abovementioned works in the gyroplane’s or another UAC’s maintenance book.

4. CELIER AVIATION shall not bear liability for any damages (direct and/or indirect), neither towards the Client nor towards users of the machine/product, nor towards third parties, due to the fact of improper use, not performing required maintenance and/or surveys by the Client or performing them improperly (e.g. by using not certified parts, not certified mechanics).

5. If the Client has no access to mechanics, having CELIER AVIATION’s appropriate certificate, at the place of use of the subject of Order, the Client may order a service of maintenance, surveys, repairs by CELIER AVIATION, or order a training service for the Client’s mechanics by CELIER AVIATION in order to obtain appropriate certificate. Services of performing surveys, maintenances, repairs and conducting trainings shall be chargeable according to price-lists applicable at CELIER AVIATION.

 

IX. INTELLECTUAL PROPERTY

 

1. The Client has been informed and is aware that offered by CELIER AVIATION aircraft models are subject to moral and proprietary intellectual property rights within the scope of their concepts, shapes, drawings, designs, technical documentation, production know-how and servicing. In no circumstances conclusion of a Sales Agreement may be interpreted as transfer to the Client of any proprietary intellectual property rights or as granting to the Client any license for the use of those rights.

2. Having regard to the above, the Client shall not be entitled, inter alia, to make any changes in the purchased model, to remove any marking put by CELIER AVIATION (including name of model, designer’s personal signatures), to demonstrate the model to the public (e.g. on aviation shows, on web page), to copy or distribute the model, contract leasing or lease or to copy, and disseminate any technical documentation – without previous written and explicit consent of CELIER AVIATION and of subjects of intellectual property rights.

3. The Client has been informed and is aware as follows: a) CELIER AVIATION’s name, logo, name XENON are the registered trademarks, b) all photographs presented in brochures, catalogues, website, articles, offers etc. are subjected to copyrights of CELIER AVIATION and/or other CELIER AVIATION’s cooperators, c) catalogues, brochures, presentations, web page, are subjected CELIER AVIATION’s copyright and any copying, distribution, usage and other use of the abovementioned elements indicated in the aforementioned sub-points a)-c), as well as other elements constituting „CELIER AVIATION CORPORATE IDENTITY” requires CELIER AVIATION’s previous written consent.

4. Any violation of CELIER AVIATION’s right specified in this Clause VIII shall constitute basis for CELIER AVIATION to claim from the Client to pay contractual penalty amounting to EUR 17,000 (seventeen thousand) for each case of violation; it shall not limit CELIER AVIATION’s right to demand redressing damage in full if the damage exceeds the amount of the contractual penalty.

 

X. CONFIDENTIALITY

 

1. The Client hereby commits to keep confidential all information constituting CELIER AVIATION’s enterprise trade secrets, which became known to him within the frame of any contacts with CELIER AVIATION (“Confidential Information”). The Client shall also be obliged to incur the same duty upon his employees and third parties with whom he cooperates at performance of the Sales Agreement.

2. Confidential Information shall mean any and all information (even if it is not marked with confidentiality clause) regarding trade talks, negotiations, offers, orders, presented in oral, written, electronic form or otherwise recorded, and regarding any issues, business plans that will be transferred to the Client’s representatives, any information contained in specifications, documentation, designs, plans, drawings, data collections, prototypes, inventions, researches, methods, processes, procedures, technological thought (know-how), compilations, market surveys, technologies and marketing plans, in the scope of public relations, in business plans and strategy developments, clients’ lists and other information regarding CELIER AVIATION’s clients, information on price-lists, pricing policy as well as financial, technical and other business policies, expressed in whether oral, written, graphical form or read-out mechanically, including any and all documentation and information regarding gyroplanes XENON, other UACs or any other product offered by CELIER AVIATION (with particular regard to their designs, drawings, technologies, production and working process, components), information on CELIER AVIATION’s ownership character and any other information marked with confidentiality clause.

 

XI. RESPONSIBILITY

 

1. Client shall use gyroplane XENON or another UAC or other products purchased at CELIER AVIATION only at his own risk. Within the limits determined by law, all CELIER AVIATION’s responsibility towards the Client, each-time user and third parties, shall be excluded, which in particular regards death, handicap or any consequences of an accident related to use of the subject of Order.

2. Where any claim is pursued against CELIER AVIATION in circumstances of exempted liability, the Client shall cooperate at determination of the matter and shall indemnify and hold harmless CELIER AVIATION from any liability; the Client shall cover costs borne by CELIER AVIATION, related with presented claim, including costs of legal advisory and representation and of damages that may be paid.

3. In no circumstances CELIER AVIATION shall bear liability for non-performance of these GSTC and Sales Agreement concluded hereunder, including for postponement of terms of exercising the Order, if non-performance or improper performance of the obligation is caused by Force Majeure. Force Majeure shall mean any and all events that could not be predicted by the Parties at the moment of signing the Sales Agreement, and have been caused by circumstances independent from CELIER AVIATION, in particular strike, lockout, labour conflict etc., or extraordinary measures taken by government, transport obstacles caused by iced roads or other transport difficulties; delayed, defective or incomplete deliveries of subassemblies, components or other materials required for production, ordered at sub-suppliers or a producer, power failure or similar difficulties at production, fire or accident at facility(-ies), in CELIER AVIATION’s own factory or at sub-suppliers or producers, as well as other situations of Force Majeure. CELIER AVIATION shall inform the Client on circumstances of Force Majeure within 14 days since occurrence, and shall indicate if possible predicted term of cessation of obstacle. Where a Force Majeure event exceeds four months, preventing CELIER AVIATION from performance of obligation, both the Client and CELIER AVIATION may renounce Sales Agreement, however without right to pursue any claims.

4. In all cases, any and all total CELIER AVIATION’s liability provided for herein and/or in Sales Agreement shall be limited to the amount equal to five per cent of total net purchase price indicated in the confirmed Order.

 

XII. FINAL PROVISIONS

 

1. These GSTC and Sales Agreements concluded hereunder are regulated by the law of the Republic of Poland. Issues not regulated by a given agreement and/or GSTC shall be governed by appropriate provisions of the Polish Civil Code.

2. Any disputes that may arise between the Parties against the background of or in relation to these GSTC and Sales Agreement concluded hereunder shall be settled only by a Polish court of law of CELIER AVIATION’s jurisdiction.

3. If any provision of these GSTC or an agreement concluded hereunder is or becomes invalid, the remaining part of GSTC and/or that agreement shall stay unaffected. Then the Parties shall replace the invalid provision with a different, legally unquestionable one that shall reflect economic purpose of the invalid provision to the maximum.

4. Names of points and clauses referred to in these GSTC have been placed only for convenience and cannot constitute base for interpretation of GSTC or Sales Agreements concluded hereunder.

5. Art. 661 of the Polish Civil Code shall not be applicable to offers submitted hereunder.

6. The Client hereby gives his consent to indicate his name and logo, as well as photo of purchased model in CELIER AVIATION’s references, promotion materials and at the web site.

7. Any Client’s representations and/or notifications directed at CELIER AVIATION, subject to expressed herein explicit allowance to use electronic form, shall be sent to CELIER AVIATION by registered letter with receipt confirmation, courier mail or personally delivered at correspondence address indicated in the Order or in a written notification on change of the address.

8. Any CELIER AVIATION’s representations and/or notifications directed to the Client, subject to expressly stated permission to use electronic form, shall be sent to the Client by registered letter with receipt confirmation, by courier mail or personally delivered at correspondence address indicated in the Order or in a written notification on change of the address. Any and all CELIER AVIATION’s documents sent at the Client’s address shall be deemed as delivered as of the date of factual receipt or – in case of non-receipt – as of first advice note (in case of impossibility to submit an advice note – as of the date of attempt to submit the note), however not later than on lapse of the tenth day since date of sending. The Client shall be bound to inform CELIER AVIATION on any changes of his address. In case of lack of information, any and all documents sent to the address indicated in the Order or in the last notification on change of the address shall be deemed as effectively delivered.

9. The Client hereby gives his consent to be provided with trade information, within the meaning of the Act of 18 July 2002 on providing services via electronic means (Polish Journal of Laws of 2002, No. 144 item 1204 as amended), from CELIER AVIATION, on CELIER AVIATION’s and its cooperators’ offer, within the scope related to aviation, financing, investment advisory.

10. These GSTC have been made in two language versions: Polish and English. In situation of any dispute the Polish GSTC version shall constitute basis for interpretation. Orders may be placed and correspondence may be exchanged in English.

 

Celier AVIATION Sp. z o.o

 00-680 Warszawa, ul. Żurawia 45, Polska

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KRS: 0000330739  NIP: PL 5252454565

 

Celier AVIATION Malta Ltd

 60/2, melita Street, Valletta VLT 1122, Malta

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Reg: C67634  VAT: MT22181829

 

Celier AVIATION Germany GmbH

 Flugplatz 1, Grefrath, D-47929, Germany

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Krefeld: HRB 13351 Ust-ID: DE275754477

 

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