Terms & Conditions

Standard Conditions of Sale (2025 v1.0)

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1. Definitions

• Defines key terms used throughout the agreement, including AELS, (Aircraft) Component, BER (Beyond Economic Repair), Ex Works, Exchange, IATA, ICAO, Order, Purchase price, Purchaser, and Seller.  

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2. Purpose and General

• These Terms and Conditions of Sale (TCS) apply to all quotations and sales made by AELS.  
• Placing an order or making a payment constitutes acceptance of these TCS.  

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3. Retention of Title and Risk

• AELS retains ownership of the sold goods until full payment is received.  
• The risk of loss or damage transfers to the Purchaser upon delivery.  

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4. Order and Financial Issues

• Orders must be placed in writing.  
• Cancellations or modifications require prior written consent from AELS.  
• Prices are stated exclusive of taxes and duties.  

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5. Payment

• The purchase price must be paid in US Dollars (US$), pre-paid or NET 30.  
• Late payments automatically place the Purchaser in default, incurring a 2% monthly interest rate and liability for out-of-court collection fees (minimum 15% of the purchase price).  

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6. Deliveries

• Components are delivered Ex Works (EXW).  
• The Purchaser is responsible for all customs formalities.  
• Any claims for shortages or apparent defects must be submitted to AELS within 10 days of receipt.  

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7. Warranty for Aircraft Components

• As-is (AI): Supplied as-is with no claims allowed post-delivery.  
• As-removed (AR): Supplied with full trace but no airworthiness statement. Settlements may be suggested if the unit is deemed Beyond Economic Repair (BER) within 3 months.  
• Serviceable (SV): Includes a 6-month warranty from the date of delivery.  
• Overhauled (OH): Includes a 12-month warranty from the date of delivery.  
• Warranties are exclusively limited to correction or replacement and require the components to have been properly stored, installed, and maintained without misuse or involvement in an accident.  

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8. Liabilities and Insurance

• The Purchaser waives all claims against AELS for damages to aircraft, properties, employees, or third parties, unless caused by gross negligence or willful misconduct by AELS.  
• AELS is not liable for indirect or consequential damages, such as loss of use or profit.  
• The Purchaser must maintain satisfactory insurance coverage naming AELS as an additional insured.  

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9. Confidentiality

• Any commercial or technical information provided by AELS is deemed confidential and cannot be disclosed or reproduced without prior written consent.  

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10. Miscellaneous

• AELS may terminate the sale with immediate effect if the Purchaser fails to remedy a material breach of obligations.  
• In case of non-payment, AELS holds a right of retention and possessory lien over items in its facilities.  

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11. Cancellation or Return of Product

• Products cannot be returned without AELS's prior written authorization.  
• Non-warranty returns are subject to a 25% restocking fee based on the invoiced value, or a minimum of $600 USD (whichever is higher).  

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12. Governing Law and Applicable Jurisdiction

• Disputes are subject to the exclusive jurisdiction of the relevant court in Amsterdam, The Netherlands.  
• The TCS are considered automatically accepted by the Purchaser unless explicitly rejected in writing.

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AELS General Terms and Conditions of Purchase (2026 v1.0)  

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• 1. General: Defines key terms such as Agreement, Airworthiness Documentation, Order, Product, Restricted Person, Sanctions, and Traceability.  

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• 2. Scope: These T&Cs apply exclusively to all supplies, services, and offers to AELS. Any terms and conditions from the Supplier are explicitly rejected.  

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• 3. Orders: Suspected Unapproved Parts (SUPs) are strictly prohibited. AELS may cancel or terminate any Order at any time. If cancellation occurs 14 calendar days or less prior to the agreed delivery date, no compensation is due to the Supplier.  

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• 4. Prices and Payment Terms: Prices are binding and include packaging and transportation. Payment is due within 30 calendar days after delivery and receipt of a proper invoice. A default interest rate of 1% per month applies to late payments.  

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• 5. Delivery and the Passing of Risk: Deliveries are made DDP (Incoterms 2020) at AELS' facility in Enschede, The Netherlands. The use of subcontractors requires prior written consent from AELS. In case of a delivery default, AELS may claim a contractual penalty of 0.5% per week, up to a maximum of 5%. Risk passes to AELS only upon physical delivery and acceptance.  

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• 6. Retention of Title: AELS retains title and copyright to any provided documents, tools, and materials. The transfer of ownership of the Products to AELS is unconditional and must be free from any pledges, liens, or third-party claims.  

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• 7. Warranty: The Supplier provides an 18-month warranty ensuring Products are undamaged, defect-free, and conform to specifications. Products must have a minimum remaining shelf life and expiry date of at least 75%. AELS must notify the Supplier of defects within 15 Business Days after delivery. AELS has the right to reject Products, reduce the price, or source from a third party at the Supplier's expense.  

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• 8. Product Liability: The Supplier is liable for bodily injuries or damages caused by defective Products and must hold product liability insurance with a limit of at least ten million (10,000,000) Euro.  

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• 9. Intellectual Property Rights: The Supplier warrants that no third-party intellectual property rights are infringed. All inspection reports and test results generated under the Agreement are the exclusive property of AELS.  

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• 10. Confidentiality: The Supplier must keep all Order information confidential. This obligation survives termination for a period of 7 years.  

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• 11. Termination: AELS may terminate the Agreement with immediate effect for Supplier breach, bankruptcy, or for convenience.  

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• 12. Supplier's Representations and Warranties: The Supplier must comply with all applicable laws, sanctions, and export controls, and warrants that it is not a Restricted Person.  

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• 13. Other Provisions: The Agreement language is English. It is governed by the laws of The Netherlands, with exclusive jurisdiction in The Hague.  

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• 14. Supplier Quality Assurance: The Supplier must maintain a quality system and allow AELS audit access. Records must be retained for a minimum of 12 years. Suspect or counterfeit materials will be quarantined and destroyed by AELS, with the Supplier fully liable for associated costs. The Supplier must also provide evidence of ethical behavior, including anti-bribery and anti-slavery practices.