1.1. Aero Surround, MB (“Aero Surround” or “ASR”, or "Seller") agrees to provide the Customer with spare parts, components, materials, and equipment—including tools, test devices, and ground support equipment—intended for civil aircraft or engine use (collectively referred to as the “Spare Parts”). Spare Parts may be supplied under sale, or lease basis (collectively, the “Sale”). The Customer’s standard contract terms and conditions are not applicable. Any deviations from these General Terms must be expressly agreed upon in writing. These General Terms shall remain in effect until a formal agreement for the supply of Spare Parts is concluded between the Parties.
1.2. If the Customer cancels a Purchase Order within 24 hours of its confirmation by Aero Surround, a restocking fee equal to 15% of the Purchase Order value shall apply. Cancellations made after the 24-hour window will incur a restocking fee up to 50% of the Purchase Order value, unless otherwise agreed in writing by both Parties (email correspondence is acceptable).
1.3. Unless otherwise stated in the Invoice, all Spare Parts shall be delivered on an “as is, where is” basis.
1.4. Delivery of Spare Parts shall be made under EXW named point (Incoterms 2020), unless a different delivery term is specified in the Invoice. Customer acknowledges that any delivery dates provided by ASR are estimates and do not represent a firm delivery commitment.
1.5. Ownership of Spare Parts sold to the Customer shall transfer from Aero Surround to the Customer only upon full payment being received by Aero Surround.
1.6. Lease Terms: Spare Parts provided under lease remain the property of Aero Surround and must be returned at the end of the lease term. Upon return, the Spare Part will undergo testing and recertification. All costs associated with repair, testing, recertification, and restoration to serviceable condition (if required) shall be borne by the Customer. If the Spare Part is lost during the lease, or if post-lease repair costs exceed 65% of the agreed outright value, or if the Spare Part is deemed Beyond Economical Repair (“BER”), the Customer shall reimburse Aero Surround for the full outright value of the Spare Part, in addition to the lease charges and any other expenses incurred by ASR.
1.7. If required, The Customer shall promptly support Aero Surround by providing all necessary information and documentation required for Aero Surround to apply for and obtain any export licenses, whether at ASR’s location or elsewhere.
1.8. Aero Surround reserves the right to amend, update, supplement, or withdraw these General Terms at its discretion by publishing a revised version on its official website. Any changes shall be announced at least 30 days prior to their effective date. For any specific Purchase Order, the version of the General Terms in effect at the time the Purchase Order was provided shall remain applicable.
Standard Terms and Conditions
1. Subject
2. Commercial Terms
2.1. Purchase Orders and Acceptance
2.1.1. All spare parts shall be supplied by the Aero Surround to the Customer pursuant to written Purchase Orders issued by the Customer and accepted in writing by the Aero Surround.
2.1.2. Aero Surround reserves the right to reject any Purchase Order that is incomplete, inaccurate, or inconsistent with the terms of this Agreement.
2.1.3. No Purchase Order shall be binding on the Aero Surround unless formally accepted. Acceptance may be communicated via email or other agreed electronic means.
2.2. Pricing
2.2.1. Prices for spare parts shall be as specified in the ASR’s quotation or invoice and shall be exclusive of applicable taxes, duties, freight, insurance, and handling charges (all applicable taxes, customs duties, and import/export fees shall be the responsibility of the Customer unless otherwise agreed in writing).
2.2.2. Aero Surround reserves the right to adjust pricing in the event of changes in material costs, regulatory fees, or other external factors, provided such changes are communicated in writing prior to order confirmation.
2.3. Payment terms
2.3.1. All payments shall be made in currency stipulated in the invoice by bank transfer to the account specified in the invoice. Any fees charged by a bank in connection with the transfer of funds by Customer will be borne by Customer.
2.3.2. Customer shall perform payment of purchase price before delivery of Spare Parts, unless otherwise specified in the Invoice. Customer shall make payment of remaining / additional amounts and charges within 10 calendar days from the issuance of final invoice. Aero Surround may suspend deliveries if payments are overdue beyond 10 calendar days, without prejudice to any other rights or remedies.
2.3.3. All past due amounts will bear interest at a rate of one and onehalf percent (1,5%) per month or the maximum amount permitted by law from the due date until paid in full.
3. Warranty
3.1. If any assignable rights to warranty is granted to Aero Surround by its suppliers, then under Customer request it shall be assigned to Customer, if not otherwise stated in the respective invoice.
3.2. Any Spare Part returned due to a defect or warranty claim must be delivered to Aero Surround’ designated facility within five (5) calendar days from the date the claim is submitted. If the warranty claim is rejected or no fault is found with the returned Spare Part, the Customer shall bear all costs associated with the evaluation, handling, and return of the part.
3.3. All transportation expenses and the risk of loss for warranted Spare Parts shipped to and from the facility designated by Aero Surround for defect correction shall be borne by the Customer.
3.4. Warranty coverage shall be void in cases involving improper use, unauthorized or unqualified repairs, or any servicing performed contrary to OEM repair instructions, operational procedures, or maintenance manuals. The warranty shall also be invalidated if the Spare Part has been subjected to misuse, mishandling, negligence, accidents, or foreign object damage. No alterations, repairs, or servicing may be performed on the warranted Spare Part by any party other than Aero Surround or the OEM.
3.5. For warranty consideration, the Customer must return all original documentation provided by Aero Surround along with a detailed engineer’s report explaining the reason for removal or failure of the Spare Part.
3.6. Aero Surround liability under this warranty shall be strictly limited to the cost of correcting the confirmed defect in case of confirmed warranty of Spare Part.
3.7. THE SPARE PARTS ARE BEING SOLD TO CUSTOMER IN AN “AS IS, WHERE IS” CONDITION WITH ALL FAULTS AND WITHOUT RECOURSE AS AT THE DELIVERY DATE. CUSTOMER ACKNOWLEDGES AND AGREES THAT NEITHER AERO SURROUND NOR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES HAS MADE OR WILL BE DEEMED TO HAVE MADE ANY TERM, CONDITION, REPRESENTATION, WARRANTY OR COVENANT EXPRESS OR IMPLIED (WHETHER STATUTORY OR OTHERWISE) AS TO (A) THE CAPACITY, AGE, AIRWORTHINESS, VALUE, CONDITION, QUALITY, DURABILITY, DESCRIPTION, COMPLIANCE WITH SPECIFICATIONS, DESIGN, WORKMANSHIP, MATERIALS, MANUFACTURE, CONSTRUCTION, OPERATION, STATE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR ANY PARTICULAR USE OR PURPOSE, SUITABILITY OF THE SPARE PARTS OR ANY PART THEREOF; (B) THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, KNOWN OR UNKNOWN, APPARENT OR CONCEALED, EXTERIOR OR INTERIOR, (C) ANY OBLIGATION OR LIABILITY OF AERO SURROUND ARISING IN CONTRACT OR IN TORT, ACTUAL OR IMPUTED, OR IN STRICT LIABILITY OR NEGLIGENCE, INCLUDING ANY OBLIGATION OR LIABILITY FOR LOSS OR USE, REVENUE OR PROFIT, WITH RESPECT TO THE SPARE PARTS OR FOR ANY LIABILITY OF THE TRANSFEREE TO ANY THIRD PARTY OR ANY OTHER DIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGE WHATSOEVER WITH RESPECT TO THE SPARE PARTS; (D) ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE AVAILABILITY, RELIABILITY, COMPLETENESS, OR ACCURACY OF THE SPARE PARTS DOCUMENTATION, IF ANY; (E) ANY IMPLIED WARRANTY ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, IT BEING UNDERSTOOD THAT NOTHING HEREIN WILL BE DEEMED TO LIMIT CUSTOMER FROM AVAILABLE ITSELF OF ANY WARRANTIES, COVENANTS, AND REPRESENTATIONS OF ANY MANUFACTURER. THE DESCRIPTION OF THE SPARE PARTS CONTAINED IN ANY DOCUMENT DELIVERED HEREUNDER IS FOR THE PURPOSE OF IDENTIFICATION ONLY AND NO REPRESENTATION, WARRANTY OR CONDITION IS OR WILL BE GIVEN BY AERO SURROUND CONCERNING THE ACCURACY OF ANY SUCH DESCRIPTION.
4. Limitation of Liability and Indemnity
4.1. Aero Surround, along with its employees and subcontractors, shall not be liable for any damage to or loss of any property (including aircraft) or for any injury, death, or other harm sustained by the Customer, its directors, officers, staff, agents, or third parties, whether occurring during or after the execution of this Sale, and whether resulting directly or indirectly from the performance or non-performance of obligations under this agreement. The Customer shall indemnify and hold Aero Surround, including its directors, officers, employees, agents, and subcontractors, harmless against all such claims, including any related costs and expenses.
4.2. Aero Surround’s total liability for any claims—whether based on contract, warranty, tort, restitution, product liability, patent infringement, breach of statutory duty, misrepresentation, or any other legal basis—arising from or related to the performance or non-performance of services shall be strictly limited to the amount paid for the specific goods or services that gave rise to the claim.
4.3. Regardless of any provision in this Sale, Aero Surround shall not, under any circumstances, be liable—whether in contract, tort, breach of statutory duty, warranty, misrepresentation, restitution, product liability, patent infringement, or otherwise—for any of the following: loss of profit, goodwill, use, revenue, contracts, business, anticipated savings, data or information; increased costs or expenses; wasted expenditure; loss of business opportunity; or any special, consequential, incidental, indirect, punitive, or exemplary damages.
4.4. Aero Surround shall not be held liable for any delay in performance resulting from circumstances beyond its reasonable control. Such circumstances may include, but are not limited to: delays or denials in obtaining export or import licenses, or the suspension or revocation of such licenses; actions or omissions by governmental authorities; fires, floods, extreme weather conditions, or other natural disasters; quarantines, labor disputes, strikes, civil unrest, insurrection, criminal or terrorist acts, or war; and shortages of materials or delays in delivery by third-party suppliers.In the event of any such delay, the scheduled delivery date shall be extended for a period reasonably necessary to account for the impact of the delay.
5. Governing Law
5.1. All matters arising under terms and conditions described herein or in connection with the Spare Parts Sale will be governed by and construed in accordance with the laws of the Republic of Lithuania. Any disputes, controversies, or claims arising out of or relating to the interpretation, performance, or enforcement of this Sale, or any matter connected thereto, shall first be resolved amicably through good-faith negotiations between the Parties. If such negotiations fail to result in a resolution, the dispute shall be submitted to the competent courts of the Republic of Lithuania, which shall have exclusive jurisdiction. All proceedings shall be conducted in accordance with Lithuanian law.
6. Compliance
6.1. By placing an order for Spare Parts or services, the Customer acknowledges, accepts, and warrants full compliance with Aero Surround Terms of Compliance, as published on the official website: https://aerosurround.com/terms-of-compliance
7. Personal Data Processing
7.1. Each Party undertakes to comply with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016—commonly known as the General Data Protection Regulation (GDPR)—as well as any subsequent legislation that amends or replaces it. For the purposes of these General Terms of Personal Data Protection, the terms “processing,” “personal data,” “controller,” “personal data breach,” and “data subject” shall carry the definitions set forth in the GDPR.
7.2. Each Party agrees to comply with Aero Surround Terms of Personal Data Protection: https://aerosurround.com/personal-data-protection
