General Terms and Conditions (ATS)

AEROTEAM Training Solutions (ATS)

1. Scope of Applicability
1.1. These General Terms and Conditions of Sale (“GTCS”) apply to all sales of goods and services by ATS notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from you. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by us unless and until we expressly confirm our acceptance in writing.
1.2. We reserve the right to change these GTCS at any time.
1.3. For purchases related to MAYDAY – Digital Solutions please be aware of the additional terms of sale for this part of our products portfolio. These specific terms of sale can be found on the following link:
https://aeroteam.dk/mayday-digital-solutions-terms-of-sale/

2. Offers, Purchase orders and order confirmations
2.1. All offers (quotes) from ATS are open for acceptance within ninety (90) calendar days from the date of issuance, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.
2.2. All orders issued by you shall specify as a minimum the type and quantity of the goods/services requested, applicable unit prices, delivery place and requested delivery dates, if applicable. No order shall be binding on ATS until confirmed by us in writing.
2.2.1. The confirmation will include the expected delivery date of the goods/services.
2.3. Regarding orders for training courses or other consultant services, paragraph 3 applies in addition.

3. Changes / Cancellation
3.1. In terms of orders for training courses and consultant services the following also apply:
3.1.1. The names of participants on a training course may be changed up to course start.
3.1.2. Cancellation may occur until 14 days before course start, with full re-imbursement of the course fee. If a course or service is cancelled with less than a 14 days notice, 50% of the course fee remains valid. Any cancellation within 72 hours before course start, or in case of sudden interruption of the training course or service during the training course, the full amount remains valid.
3.1.3. If the training course is a tailored course involving development costs, ATS will be entitled to invoice for the development costs involved, spent up to the day of the cancellation.
3.1.4. Full payment of any non-cancellable travel costs, and other auxiliary expenses must be paid in full, in connection with a termination.

4. Prices and Terms of Payment
4.1. The prices for goods shall be those set forth in our order confirmation. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, value added, and similar taxes or charges imposed by any government authority.
4.2. Unless expressly stated otherwise in our order confirmation, payment for goods shall be made prior to delivery of the ordered goods/services without offset or deduction.
4.3. If payment is not received prior to the agreed delivery date, delivery is suspended until payment is made and received. Any cost of the delay rest with you.
4.4. ATS may in our sole discretion at any time change agreed payment terms without notice by requiring cash payment in advance or bank guarantee, letter of credit or any alternative means we find fit.
4.5. If you fail to pay any invoice within seven (7) calendar days of the due date of payment, we may suspend delivery of any order or any remaining balance thereof until payment is made, or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to you within seven (7) calendar days of the expiration of the grace period. Further we may charge you interest from the due date to the date of payment at the rate of 1,5% per month and other charges according to the Danish order of Law on interests.
4.6. Title to goods delivered shall remain vested in us until the goods have been paid for in full. If you fail to pay any invoice within fourteen (14) calendar days of the due date of payments, we may retake the goods covered by the invoice. You must insure all goods delivered to their full replacement value until title to the goods has passed to you.

5. Terms of Delivery
5.1. Unless expressly stated otherwise in our order confirmation, all deliveries of goods shall be in accordance with Incoterms 2020 – EXW.
5.2. For delivery of training courses and services only personnel approved by AEROTEAM TRAINING SOLUTIONS will be used.
5.3. We reserve the rights to make delivery in instalments.

6. Acceptance of Goods
6.1. You must inspect goods upon receipt. You are deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by us within five (5) calendar days after delivery of the goods.
6.2. If applicable to the goods, a packing list is provided within the shipment.

7. Warranty
7.1. We warrant that upon delivery and for a period of twelve (12) months from the date of delivery, goods purchased hereunder will conform in all material respects to the applicable manufacturer’s specifications for such goods and will be free from material defects in workmanship, material and design under normal use. The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse by anyone other than ATS.
7.2. With respect to goods which do not conform to the warranty our liability is limited at our election, to (i) refund of the purchase price for such goods less a reasonable amount for usage, (ii) repair of such goods, or (iii) replacement of such goods; provided, however, that such goods must be returned to us, along with acceptable evidence of purchase, within fourteen (14) calendar days after you discovered the lack of conformity or ought to have discovered it.
7.3. We make no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty constitutes our sole obligation in respect of any lack of conformity of goods delivered hereunder (except title). In particular, we make no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose.

8. Intellectual Property Rights
8.1. Aeroteam Aps and Aeroteam Training Solutions hold the exclusive ownership of any Property Rights, trademarks, logos, design etc. of the goods and the goods or any part of the goods, may not be copied, reproduced, modified, published, or sold without the written consent of Aeroteam Aps.
8.2. Any attempt to infringe those rights will be subject to legal action.

9. PERSONAL DATA PROTECTION
9.1. To the extent that ATS gets possession of personal data relating to the customer or the employees of the customer, ATS will use this information for the sole purpose of fulfilling the agreement with the customer and related regulatory requirements. The information will not be passed on to a third party but may be entrusted to a data processor who handles the information on behalf of ATS. In accordance with the GDPR regulation, the customer or the employees of the customer have a right to gain insight into ATS’s processing of personal data.

10. Limitation of Liability
10.1. Notwithstanding Article 7, neither of us will be entitled to, and neither of us shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, re-procurement costs, loss of data, injury to reputation or loss of costumers. Your recovery from us for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty of otherwise.
10.2. We shall not be liable for any claims based on our compliance with your designs, specifications or instructions or repair, modification or alteration of any goods by parties other than us or use in combination with other goods.

11. Force Majeure
The following circumstances involves freedom from responsibility when they occur after the date present in confirmation of order or the offer and before the delivery of the goods.
11.1. Either Party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to: Industrial disputes and other circumstances which the involved parties can nor control – e.g. fire, floods, water damage, vandalism, theft, failing energy supply, insurrection, strikes, lock-outs or other serious labour disputes, riots, earthquakes, floods, explosions or other acts of nature, acts of war, mobilization or unforeseen military notice to a similar extend, request, confiscation, currency restrictions, rebellion and disturbances, lack of transportation, regular scarcity of goods, restriction on motive force as well as insufficiencies or delay in terms of deliveries from sub suppliers which is caused by some of the aforementioned circumstances.
11.2. It is incumbent upon the Party, who wishes to rely of the aforementioned circumstances, to notify the other Party about its occurrence and end in written form.
11.3. Provided that a cause for freedom from responsibilities does not cease in reasonable time, all of the involved parties have the right to cancel the agreement with a written statement to the other party.
11.4. Terrorism. Terrorism can be defined as an action, among these – however, not limited to – violence or threats concerning the use of violence perpetrated by one or more persons, regardless of whether they act independently or in connection with one or more organizations and/or authorities. The terrorist action is committed with a political, religious, ideological or ethnic purpose or justification, including the intention to affect a government and/or to create general or specific public fear. The action must be able to negatively influence and/or spread general or specific public fear in order for the action to be characterized as terrorism. (F & P, Jnr.: 1-0.5.7-047.)

12. Miscellaneous
12.1. The United Nations Convention for the international Sale of Goods shall not apply to these GTCS or to any contract of sale entered between us.
12.2. No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.
12.3. Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intend of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.
12.4. These GTCS and all contracts of sale entered into between us shall be governed by and construed in accordance with the laws of Denmark without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of us against the other shall be instituted exclusively before the competent courts of Denmark, however, without prejudice to our right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these GTCS.

Valid from October 25th of March, 2021 GTCS Revision: 02