General Business and Maintenance Terms and Conditions
(Intercopter GmbH, effective: January 2019, German Version is applicable)
A) Scope of Application
1. The following conditions apply to all work orders and performed services on aircraft/components (e.g. dismantling and assembly of aircraft and/or aircraft components, maintenance, inspection, overhaul, maintenance involving repair and/or exchange of aggregates as well as installation of equipment, servicing and other works) assigned to the aeronautical organisation.
2. Deviating conditions by the contracting party are only binding for the aeronautical organisation if the organisation has confirmed these conditions explicitly and in writing.
3. As long as the work order contains the conduction of legally required scheduled and unscheduled maintenance and/or re-examination, it always comprises the findings identified by the responsible Certified Staff of the aeronautical organisation and the conduction of all required certification measures that are required for the maintenance or the airworthiness restoration. Upon executing the work order, should the aeronautical organisation consider additional works as necessary or economically reasonable, these can be conducted and charged for without specific prior approval as long as the total billing amount for the respective additional work order does not exceed the existing volume of the order by more than 15%. The work order contains the authorisation to conduct test flights, decelerations or any other works necessary for the examination of work order item, without specific approval.
4. If deemed necessary, the aeronautical organisation may subcontract another company within or outside of the Federal Republic of Germany to conduct the work specified in the work order.
B) Cost Estimates
1. Cost estimates are binding only if they have been submitted in writing and have been explicitly denoted as binding in the text.
2. The shipments and services that have taken place prior to the cost estimate will be charged to the contracting party, even if the planned works stated in the cost estimate are not or only partially conducted.
3. According to 1., cost estimates are not binding if the prices of supplies and spare parts that are required for the execution of the work order change during the time between the work order placement and completion.
4. All offer and cost estimate prices do not include the statutory value-added tax even if the tax has not been indicated separately on the offer/cost estimate.
C) Prices / Invoices
1. If no fixed price has been agreed upon, the base prices that were handed out aeronautical organisation at the time the order was placed. Additionally, the general prices for labour value, and other services and shipments calculated by the aeronautical organisation apply to all other works (especially those regarding findings) as well as material and spare parts.
2. If a fixed price has been agreed upon at the time of the work order placement, it is sufficient to charge this price only. Furthermore, prices for used spare parts, material, test flights, and special services, as well as labour value and the value-added tax, will be indicated Further specification by the aeronautical organisation, in addition to what is indicated on the invoice and the damage reports, is not required.
3. Reclamations regarding invoices have to be made to the aeronautical organisation in writing and no later than eight days after the invoice has been received. Otherwise, the invoice will be considered The contracting partner is made aware of this at the time of billing.
4. The aeronautical organisation is entitled to request an adequate advance payment from the customer at any time. This advance payment may amount to 50 per cent of the total costs.
5. The billing is made under the provision of the recognition of warranty claims from the manufacturers or suppliers. Claims in retrospect on behalf of the manufacturers or suppliers based on rejected warranties as well as for transport costs will be invoiced separately.
D) Service Provision
1. The adherence to completion dates considered binding requires the customer’s compliance with contractual commitments, especially the orderly handover of the subject of the contract including keys, aircraft documents, etc. and the clarification of unresolved technical issues as well as the receipt of the agreed advance payments. Otherwise, an appropriate extension is regarded as agreed upon.
2. If a binding completion date is not met due to a service disruption that the aeronautical organisation is not responsible for, the deadline is extended adequately. The customer is not to make any claims based on the delayed completion date. This refers to acts of nature or any other unforeseeable impediments such as missing spare parts, business disruptions, strikes or lock-outs.
3. If a binding completion date is exceeded as an exception, the customer is entitled to determine an appropriate grace period after which, if unfulfilled, the customer may withdraw from the contract by issuing a written notice.
4. Further claims, especially compensation claims due to non-fulfilment or delay, appertain to the customer only if deliberate or reckless acts of the aeronautical organisation or its subcontracting parties are the cause.
1. The handover to the customer or their representative serves as approval of the subject of the contract. The handover is performed at the base of the aeronautical organisation.
2. A different handover location has to be explicitly agreed upon by both contracting parties.
3. If the customer requests the delivery of the subject of the contract, this takes place at their costs and at their own risk.
4. There is no requirement to verify the pilot’s license of the collector.
5. The customer’s approval is delayed if the subject of the contract is not collected and payments have not been received within three days after the customer has been notified of the completion and the delay following the deadline expiration. If the subject has not been collected within the three-day period, the aeronautical organisation can charge the usual storage fees. At the aeronautical organisation’s discretion, the subject of the contract may be moved and stored elsewhere according to the common
6. During the delay of the customer, the aeronautical organisation is liable for malice and gross negligence only.
7. Upon the expiration of the period stated under the abovementioned section 5, legal consequences of an approval arise according to § 634a par. 2 BGB (Beginning of the statute of limitations).
1. The warranty comprises an absence of defectiveness of integrated spare-, special-, and replacement parts as well as proper execution of maintenance-, service-, and replacement works according to the respective state of technology.
2. The aeronautical organisation is liable only for self-imposed defects or other defects the organisation is responsible for by law.
3. In case of evident deficiencies - also regarding the amount and quality - the customer obtains warranty rights only if they reserve the respective rights in writing when they become aware of the defects at the time of approval, or in other cases indicates these deficiencies to the aeronautical organisation in a written form within one week from the date of approval, whereby the timely forwarding is sufficient. If the customer is a dealer, they shall examine the subject of the contract at the time of approval, and indicate any deficiencies immediately. Otherwise, the performed work is considered to be according to the contract.
4. In case of other deficiencies, the customer obtains warranty rights only if they indicate these deficiencies to the aeronautical organisation within one week from the time of detection, whereby the timely forwarding is sufficient. The one-week deadline does not apply in the case of deceit of the aeronautical organisation.
5. If the customer obtains warranty rights due to deficiencies at the time of approval, the aeronautical organisation has the free choice to either eradicate the flaws, supply replacement or to reduce the price of the service and spare parts accordingly (mitigation). If the rework is unsuccessful, the aeronautical organisation is entitled to repeat the procedure. For rework purposes of individual cases, the customer is required to allow the aeronautical organisation appropriate time and opportunity based on equitable discretion. If the customer refuses to do so, the aeronautical organisation shall be cleared of any liability for faulty goods. Upon final failure to eradicate the flaws, the customer retains the right to reduce or withdraw from the contract according to warranty rights.
6. The customer is required to indicate any deficiencies during the warranty period in writing and immediately. If the warranty is provided through rework or replacement part supply, the aeronautical organisation is required to cover the necessary expenditures, especially transport- and delivery costs only to the extent that is in appropriate relation to the amount claimed in terms of the warranty claim, however, the expenses may not exceed the total commission of the contract. In the case of merchants, the customer is to provide the subject of the contract to the aeronautical organisation free of charge.
7. For parts that have not been manufactured by the aeronautical organisation, or foreign used material as well as spare and replacement parts, the aeronautical organisation assigns the rights towards third parties - as far as legally possible - to the customer. The customer is obliged to claim the assigned rights from third parties out of court. Only when the customer was unable or only partially able to remove any deficiencies or settle the damage with the third party, they can claim compensation from the aeronautical organisation according to current regulations.
8. The warranty claims expire if the customer themselves or third parties assigned by them perform work to remove deficiencies without prior approval from the aeronautical organisation. Maintenance tasks that were necessary in an emergency or in order to ferry the aircraft are exempt from this regulation.
9. Any warranty claims are invalid if the occurred damage can be attributed at least in part to reckless causing against the operating instructions, maintenance instructions or any other instructions.
10. Warranty claims for used parts as well as for improvised maintenance that have been assembled or performed are excluded in any case. The delivery of used objects is carried out under exclusion of any warranty for material defects. This does not apply to damage caused by gross negligence or wilful misconduct on the part of the seller, his legal representative or his vicarious agent or in the event of injury to life, limb or health.
11. Deviating from legal regulations, the warranty expires one (1) year after the approval. The statute of limitation begins with the approval of the subject of the contract as well as at the time that the customer is at default with the approval.
G) Liability, Compensation
1. The compensation related liability of the aeronautical organisation is limited to damages that occurred due to deliberate or gross neglectful violation of duty on behalf of the aeronautical organisation, its legal representatives, or its vicarious agents. This limitation of liability is not applicable in case of violation of life, body or health as well as a significant contractual obligation. In case of a breach of significant contractual obligations by the aeronautical organisation, its legal representatives or its vicarious agents, the liability for property damage is limited to the amount of the typical foreseeable damage.
2. If following the assessment by the aeronautical organisation or the assessment by a recognised assessor agreed on by both parties, maintenance is impossible or possible only in combination with disproportionate costs, the liability of the aeronautical organisation is limited to the compensation of the value of the subject of the contract or the damaged parts at the day of the damage. These regulations apply analogously in case of the demise or the deterioration of the subject of the contract, or parts.
3. The liability for lost profit, spared expense, and other mediate or consequential damages is - on the condition of the standardised exemptions stated in 1. - excluded.
4. The risk of test-, maintenance-, and approval flights is carried by the customer, except when the pilot of the aeronautical organisation has acted with premeditation or gross negligence. The same holds true for ferry flights that are performed at the request of the customer.
5. The aeronautical organisation is liable in case of non-delivery of the aircraft only if a guilt-free violation of the guard duties has occurred. No liability exists if the aircraft is left locked on the apron. The aeronautical organisation is liable for additional contents of the aircraft only if they have been consigned to the specific safe-keeping of these contents.
6. Any liability for compensation of mediate or consequential damages by the aeronautical organisation is ruled out, regardless of the legal basis, unless liability is compulsory due to premeditation, gross negligence, or the lack of guaranteed features.
7. The customer is liable towards the aeronautical organisation for damages caused by them or their representatives.
8. If foreign works have been assigned, the aeronautical organisation is liable only for the appropriate selection of the foreign organisation. The existing claims towards a foreign organisation regarding unsatisfactory performance are transferred from the contractor to the customer.
9. The shipping of aircraft to foreign organisations takes place at the expense and risk of the customer. The contractor is not liable for any shipping damage unless caused by them due to deliberate or reckless behaviour.
1. The aeronautical organisation is not required to insure the subject of the contract that has been handed to them by the customer. The risk of the insurance protection of the subject of the contract is carried by the customer alone.
2. The customer is obliged to show evidence of the existence of sufficient insurance protection to the aeronautical organisation upon request.
3. If the customer violates this obligation, or if the required insurance protection is missing, the aeronautical organisation is entitled to take out a respective insurance policy, to advance the premium payment and claim it as part of the outstanding account.
1. The payment of the invoiced remuneration for the contract as well as all material and replacement part costs are payable by the time of the approval of the subject of the contract and invoice receipt. The payment is to be made immediately and without any deduction.
2. For the approval, it is irrelevant whether the customer is in default with the approval. The aforementioned conditions
3. If payments have not been received within the prescribed time limit, the contractor may charge an additional interest rate of 5% above the bank rate of the German Central Bank. A higher interest rate may be charged based on relevant evidence.
4. Cheques, exchange and money orders are accepted by the aeronautical organisation only in terms of In these cases, the payment is considered made only upon receipt of a credit note. Any related expenses and fees are to be covered by the customer.
5. A compensation with counter demands on behalf of the customer is barred unless the counter demand is undisputedly or legally identified. The customer is entitled to the right of retention only if it is based on the same contract. In the case of a notice of defects, the customer may withhold payments only to the extent that is in an appropriate relation to the existing deficiencies. If the customer is a merchant, they may withhold payments only if the notice of defects has been recognised by the aeronautical organisation.
K) Retention and Right of Lien
1. Due to any claims within the contract, the aeronautical organisation is entitled to the right of retention of any subjects in their possession due to the contract notwithstanding the right of lien regardless of the right of property held by the customer. The right of retention may also be asserted if claims from previously conducted maintenance works, replacement part deliveries and other demands from a business connection are claimed. If the customer is a merchant, the aeronautical organisation is entitled to make use of the commercial right of retention.
2. If the aeronautical organisation makes use of their right of lien, they are entitled to sell subjects that entered into their possession according to subparagraph 1 in any place deemed adequate by them at once, or successively to their satisfaction in the open market, without the requirement of an enforceable claim and the consideration of the regulations applying to the foreclosure and/or for the distress selling.
L) Reservation of Proprietary Rights and Replaced Components
1. The aeronautical organisation remains the owner of all spare and replacement parts as well as exchange units until the full payment of all claims resulting from the business connection has been received. In case of a disappearance of the property of the aeronautical organisation due to connection, blending or processing, they become coproprietor to the amount proportional to the value of the contributed subject that has been connected, blended or processed with the delivered items.
2. Replaced parts become the property of the aeronautical organisation without owing a commitment unless the customer has requested a different approach no later than two weeks after placing the order.
3. The items placed under reservation of title may only be resold by the customer through orderly business connections. Any claims arising from the resale or any other legal basis are transferred to the aeronautical organisation in advance. The customer is authorised to retain the ceded claims. They have to keep the retained amounts separately, and upon due date, they have to pay the aeronautical organisation immediately. The customer has to inform the aeronautical organisation of access by third parties to the items placed under reservation, or to the ceded claims immediately. Any costs arising from interventions are accounted for by the customer.
M) Other Conditions
1. Place of execution for claims arising from the contract as well as claims arising from future business connections is Taufkirchen.
2. Provided legal authorisation, Munich is agreed to be the sole place of jurisdiction. This applies especially to merchants and other than that a) if the customer does not have a domestic place of general jurisdiction b) if the customer moves their location or their usual place of residence from the purview of the German jurisdiction after closing the contract, or if their place of residence or usual location at the time of the commencement of legal proceedings is unknown. The aeronautical organisation is entitled to sue the customer at their domestic place of general jurisdiction.
3. The legal relationships amongst the parties are regulated according to German under exclusion of the UN Sale of Goods law.
4. These business relations also apply to all future business relations with the customer, even when they are not explicitly agreed on again.
5. Demands from the customer based on the underlying contract, or demands that are related to the contract, are not negotiable.
6. If for any reason, one or more clauses are or become void, the validity of the other clauses or the contract will not be affected. The lapsed clause is to be replaced by a legally binding agreement that would approximate the economic cause of the lapsed clause the a legal and valid manner.
7. The headlines simply serve the purpose of a clear structure and do not have substantive meaning.