Terms and Conditions

Acceptance: In the absence of any agreement to the contrary, the performance of the Supply Contract in whole or in part shall constitute acceptance by the Vendor of all the terms and conditions contained therein. The Purchaser accepts no liability for any Goods/Services delivered or provided otherwise than in accordance with the Supply Contract signed by a Director of the Purchaser or Authorized Signatory.

Awareness: The vendor and all subsequent subcontractors must ensure their contribution to product and/or service conformity, product safety, and the importance of ethical behavior throughout their supply chain.

Delivery: The Purchaser reserves the right to extend the date of delivery. The Vendor must give the Purchaser advance notification of any site visits required to carry out the Services or deliver the Goods (as the case may be). Failure to do so may result in the Vendor not being given access. In such an event any costs incurred are the responsibility of the Vendor. Delivery of Goods/Services shall be deemed to take place at the Purchaser’s premises but, as regards Goods, title in the Goods shall not be deemed to pass until the Purchaser has had a reasonable opportunity to inspect the Goods. Title in the Goods shall pass to the Purchaser following upon the Purchaser’s inspection and acceptance of the Goods. The Delivery fee shall be mutually agreed upon.

Loss/Damage: Unless the contract specifically provides otherwise, risk of loss of or damage to supplies shall remain with the Vendor until, and shall pass to Cota Aviation upon delivery to Cota Aviation Ltd. Risk of loss and title will transfer on delivery.

Liability: Where carriage of the Goods is the responsibility of or arranged by the Vendor, any loss, damage, or breakage in transit must be made good by the Vendor without any loss to the Purchaser. Where transport of the Goods is provided by Cota Aviation Ltd., the Vendor shall be liable to make good any loss or damage in transit where this is the result of inadequate or faulty packing or packaging by the Vendor.

Hazardous Materials: For the purchase of Goods subject to various hazardous materials legislation (TDG, WHMIS, HMIS, etc.), an appropriate Safety Data Sheet (SDS) shall accompany each item.

Missed Delivery Dates: In the event that the Goods/Services are not delivered per the date specified on the Supply Contract, the Purchaser reserves the right to cancel the Supply Contract or part thereof; and to obtain purchased Goods/Services in substitution for the Goods/Services (or any part thereof) from a third party and without prejudice to any rights or remedies available to the Purchaser.

Shipping Location: The supply of the Goods/Services shall be made to the supply address as shown in the Supply Contract unless the Vendor is subsequently advised in writing by the Purchaser of a change of supply address. In the event that the Vendor delivers the Services to the wrong address, the Purchaser reserves the right (at its discretion) to refuse to accept delivery at that address or to charge the Vendor for the cost of subsequent transfer or utilize Vendor’s courier account number to return product.

Return of Materials: The purchaser reserves the right to return any materials received in unused condition within 30 days without penalty. The Vendor agrees to provide full credit or refund.

Supersedure: No superseded or alternate part number for Goods is acceptable without being expressly authorized on the Supply Contract. Documented evidence for the direct interchangeability must be supplied with the delivery.

Identification and Traceability: All deliveries must be accompanied by documentation which clearly quotes the Supply Contract number.

Warranty on goods and services: The Vendor warrants that the Goods will be free from defects in material and workmanship for a period of one (1) year from the date of acceptance by the Purchaser. The Vendor will pay all charges for shipping and handling for Goods under warranty claim. Where the parties agree to a warranty period in excess of twelve months, this paragraph shall be deemed to be amended to provide for such longer period. The Vendor warrants that the Services will be performed in a professional manner, on time and exercising the highest standards of care and diligence in so doing.

Pricing and Payment: Prices shall remain as stated in the Supply Contract and shall not be subject to any variation without the prior written consent of the Purchaser (which consent may be freely withheld). The Vendor shall send to the Purchaser as soon as reasonably practicable after supply of the relevant Goods/Services, a Value Added Tax or Goods and Services Tax invoice or other sales tax or similar invoice as may be required by law. All invoices and statements must show the Value Added Tax or Goods and Services Tax amount charged, the Value Added Tax or Goods and Services Tax rate, the Vendor’s Value Added Tax or Goods and Services Tax number, Harmonized System Classification Code (aka “HS / HTS code”), country of origin, Original Equipment Manufacturer and, where applicable, the Export Control status in the form of an Export Control Classification Number proper to the Export Control Listing published by your government.

Jurisdiction: The Supply Contract and all aspects thereof (contractual or non-contractual) shall be governed and construed in accordance with the laws of British Columbia, Canada and the parties hereby submit to the exclusive jurisdiction of the British Columbia, Canada courts.

Termination: Without prejudice to its other rights and remedies the Purchaser reserves the right to terminate the Supply Contract for any reason and at any time upon giving the Vendor notice thereof in writing. Save in the event of any breach of contract by the Vendor a reasonable price will be paid by the Purchaser for all work in progress at the date of termination which is subsequently accepted by the Purchaser. The Purchaser shall not be liable for any other direct or indirect cost or loss to the Vendor including (but not limited to) indirect loss, consequential loss or loss of business, profits or opportunity. Expect as expressly stated in the Supply Contract, neither party will be liable to the other for any damages or compensation due to the termination of the Supply Contract.

Note:

The terms “Purchaser” refers to Cota Aviation Ltd or its delegate; and the terms “External Provider”, “Supplier” and “Vendor” are mutually interchangeable for this document.