EGLI Paint GmbH

Unless otherwise agreedin writing, for all work performed by EGLI PAINT GMBH HEREINAFTER REFERRED TOAS “EPG”, the latest revision of the General Terms &Conditions (“GTC”) shallbe applicable. Prices shall be subjectto change with 1 month prior notice. Overtime shall only be charged on priorrequest and approval by customer.

1.1 Unless otherwiseagreed in writing, these GTC shall be binding for all Customer work orders.
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‍1.2 Any terms andconditions stipulated by Customer shall not be valid, even if EPG has notobjected thereto explicitly.

‍1.3 These GTC shallapply exclusively to all services performed by EPG. Offers submitted by EPGshall be without obligation. Customer’s work orders shall become binding onlyon written confirmation by EPG. Modifications to the provisions containedherein shall be valid only, if explicitly agreed by an authorizedrepresentative of EPG in writing. 

2.1 EPG shall only perform paint work, which includes paint of aircraft, parts or components, paint touch-up, bright work and decal work, if Customer has placed a work order with EPG, based on EPG’s quotation, and signed by an authorized representative of the Customer, and with confirmation that Customer has read, understood and accepted the then current GTC.

2.2 Unless otherwise agreed Customer is responsible for the correct and complete work scope in his RFQ.

2.3 Customer commits to make available the aircraft, part or component to EPG for the work commencement date as agreed in the work order. EPG reserves the right to re-schedule Customer work orders, if the commencement date is not met by Customer.

2.4 If EPG identifies any need for repair work, EPG shall inform Customer immediately in writing of such work, EPG assumes no responsibility for the airworthiness of Customer’s aircraft.

2.5 Customer shall provide all employees and subcontractors of EPG free and safe access to their aircraft.

2.6 Patterns, both wet and dry samples can differ in terms of structure, effect, gloss, drying behavior and processing conditions from actual sales products; this does not entitle the buyer to give any notice of defects.

3.1 It is at EPG’s discretion to accept and use or apply Customer supplied material. EPG has the right to add a handling charge for the administrative processing and incoming inspection. Customer shall provide complete documentation and certificates with such material. EPG does not accept any liability for Customer supplied material, including any consequential damages which may occur as a result of any discrepancy, malfunction, or failure of such material.

4.1 All material offered in quotations is subject to prior sale.

4.2 In case of a drop shipment, the customer will be responsible for the full value of the material.

5.1 Aircraft, parts and components paint work turn times stated by EPG shall be provisional and serve as general information unless they have been explicitly declared as binding by EPG in writing.

5.2 EPG shall notify Customer as early as possible of any delay in delivery or completion of work orders, and EPG shall agree with Customer a reasonable adjustment of the completion date.

6.1 EPG cannot be held responsible for any failure or delay in performance resulting from causes beyond EPG’s reasonable control. These may include, but are not limited to, events such as acts of government, court orders, civil unrest, sabotage, adverse weather conditions, pandemic, labour trouble, and shortage of materials or services. EPG shall notify Customer of such events and will endeavour to avoid or remove the cause and resume performance with minimum delay.

7.1 Customer shall deliver the aircraft, part or component at its sole risk and expense to EPG’s facility.

7.2 Re-delivery of aircraft, parts, components or equipment will be effected ex works (EXW Incoterms 2000), excluding packing material.

7.3 If Customer fails to pick up their aircraft, part or component later than two (2) calendar days following EPG’s notification of completion, the risk of damage to or loss of Customer’s aircraft, part or component shall pass to Customer and Customer shall pay areasonable storage fee, aircraft parking or hangar usage fee, notwithstandingany further claims of EPG. If formal redelivery and/or acceptance has notoccurred due to work stoppage by EPG for whatever reason and the aircraft, partor component remains at EPG, or if after formal redelivery and/or acceptancethe aircraft remains at the EPG facility for a prolonged period, then it is thesole responsibility of the Customer to formally place a work order with EPG(which may be accepted by EPG if sufficient funds have been transferred ordeposited) regarding storage. EPG hereby expressively excludes any liabilityfor any damage of the aircraft, part or component during prolonged storage.

8.1 Customer shallsupply all current documentation, latest revision of manuals and all applicablesafety and other regulations, required for the performance of the agreedservices by EPG. It is Customer’s responsibility to ensure that the conditionsof EPG in these GTC are acceptable to its appropriate authorities.

8.2 EPG shall preparewritten work reports specifying all work performed.

9.1 EPG warrants that paint work carried out by it shall be free from any defects in workmanship for a period of twelve month.

9.2 The warranty of EPG shall expire if (i) Customer does not inform EPG in writing within eight (8) days from the discovery of the defect, (ii) Customer does not give EPG immediate access to the aircraft, part or component in order to inspect such defect, (iii) Customer or a third party appointed by Customer have tried to patch-up or rectify the defect without the prior inspection and authorization by EPG, (iv) Customer has not taken all precautions to prevent an aggravation of the defect, (v) Customer does not comply with instructions given by EPG, or (vi) the aircraft is not operated in accordance with all applicable operating directions.

9.3 In case that any defect results from faulty workmanship performed by EPG, the sole remedy available to Customer shall be the immediate remedy of such defect by EPG by appropriate workmanship in its own facilities at no cost for Customer.

9.4 If the patch-up or rectification of defects cannot be carried out in the facilities of EPG, Customer shall bear all costs and expenses incurred in connection with the travel of EPG personnel

9.5 There is no warranty on damages which are based on structure and the condition of the object to be treated, damages due to unprofessional care, maintenance and treatment of surfaces as well as damage caused by weather conditions such as hail, sand or heavy rain.

9.6 Excluded from this warranty of EPG are all deficiencies which cannot be proved to have their origin in bad material used, faulty processes or poor workmanship, by EPG, and which have their origin in other causes beyond the control of EPG. Warranty claims may not be assigned or otherwise be transferred by Customer.

10.1 The liability of EPG, including without limitation for damage to or loss of the aircraft, parts or components, shall be limited to the gross negligence or wilful misconduct of EPG, its personnel, agents and subcontractors. Furthermore, as far as permitted by mandatory law, EPG shall not be liable for non-foreseeable damages which are not typical for the respective type of work order, nor for any indirect, consequential or incidental damages whatsoever, such as loss of profit, loss of orders, loss of use or production, inoperability of the aircraft, nor for any other occurrences or damages.

10.2 Customer shall indemnify and hold harmless EPG, its personnel, agents and subcontractors from any claims, including third party claims, unless such claim is caused by the gross negligence or wilful misconduct of EPG, its personnel, agents and/or subcontractors.

10.3 Except for the obligations expressly undertaken by EPG in these GTC, Customer hereby waives and releases all rights, claims and remedies with respect to any and all liabilities and warranties, express, implied or statutory. In particular, the Customer shall not have any claim for any price reduction, termination of contract, etc.

10.4 In no event shall EPG be liable towards customer for any damage to, or loss of, goods and/or personnel arising from acts of war, hi-jacking, terrorist acts and other perils.

10.5 EPG will not be held liable for loss of any personal belongings or valuables left in the aircraft or on EPG premises.

11.1 Customer agrees to effect and maintain in full force and to provide EPG on request with a certificate of the following insurances: (a) Hull all risks insurance as well as a risk all property insurance containing a waiver of subrogation and a waiver of any transfer of rights of recourse, in favour of EPG, its personnel and its subcontractors. The coverage shall include war and terror risks while under the care and custody of EPG. (b) Comprehensive legal liability insurance (including aircraft third party liability insurance) including EPG, its personnel and its subcontractors as additional insured parties.

11.2 If Customer has ordered services from EPG on behalf of a third party, Customer guarantees that such third party effects and maintains the above stated insurance coverage.

12.1 Unless otherwise stated,prices offered by EPG are estimates only for budgetary purposes, and will beinvoiced as per actuals, depending on the final work scope performed. The clientsacknowledge and accept the possibility of cost fluctuations within a variationof up to 20%.

12.2 Fixed prices that have been agreed upon by the parties in writing shall only be adjusted if and to the extent that (i) the prices and/or exchange rates for any required material, customs duties or other charges related thereto are increased, and/or (ii) any other reasons beyond the reasonable control of EPG.

12.3 All EPG prices are quoted on a net basis ex works EPG. Any and all charges such as but not limited to freight charges, insurance, certification and acceptance fees, taxes, levies, customs duties and similar charges imposed in connection with services performed hereunder shall be borne by the Customer. Freight and handling charges will be assessed as a percentage of the total material costs. The applicable percentage is contingent on the part price, ranging from 3% up to 11%. For shipments involving dangerous goods, a higher percentage of up to 25% will be applied to account for the specialized handling and transportation requirements associated with such materials. Please be advised that, regrettably, no breakdown of these charges can be provided. Customers are encouraged to consider these percentages as comprehensive representations of the associated freight and handling costs in relation to the total material expenses.

12.4 Customer shall inform EPG of its/his/her Sales Tax Identification Number. If there are any charges for services subject to VAT in accordance with EU regulations for Customers outside of Switzerland, such charges will always be invoiced separately.

12.5 Depending on Customer’s individual credit limit, EPG may request pre-payment before commencing the work, and/or down payments depending on work in progress. Further down payments may become due for additional work identified during work in progress. Furthermore, EPG reserves the right to request full payment of the final invoice prior to delivery of the completed aircraft or component. The payment terms as stated in EPG’s quote or agreed otherwise in writing apply.

12.6 Payment of fee amounts quoted/invoiced to the customer is deemed to be an acceptance of the quote itself, services performed and/or parts delivered by EPG.

12.7 Customer herewith irrevocably agrees that all items marked as „warranty” in the work order may be directly claimed by EPG from the (i) OEM, (ii) vendor or (iii) service provider, of an airframe as the case may be. Customer shall inform EPG of any and all valid care or service programs / plans and provide EPG with a copy thereof and shall inform and instruct the OEM, vendor or service provider of EPG’s right of direct claim. Should the OEM, vendor or service provider refuse the claim for any reason whatsoever and EPG has performed the work according to the work order, Customer shall be fully liable for all cost in connection with the work order.

13.1 Invoices of EPG are due and immediately payable without any deduction. Unless otherwise agreed in writing, Customer shall make advance payments as agreed with the work order without delay. All costs of money transfer, especially fees charged by a bank, shall be paid by Customer.

13.2 Payments shall be made by the Customer always against specific invoices by referring to the invoice and work order number.

13.3 Payments shall always be made in the currency as quoted and agreed with the purchase order, and as invoiced by EPG. If payments are made by the Customer in a different currency, Customer accepts that such payments are exchanged at receipt by EPG into the quoted/invoiced currency at the then current exchange rate.

13.4 EPG shall have the right to charge a daily interest rate equal to twelve (12) percent per annum on a 365 day per year basis on all invoices not settled by the customer within thirty (30) days from the issuing date.

13.5 Complaints regarding invoices must be made not later than fourteen (14) days after the invoice issuing date. Afterwards, any such complaints will be excluded. Any such dispute shall not affect Customer's obligation to immediate payment of the undisputed parts of EPG's invoice. Such dispute deductions are only accepted up to a maximum of ten (10) percent of the total invoice value.

13.6 Customer is not entitled to set off any claims against EPG‘s claims and credit balance.

14.1 Either party hereto shall be released from the performance of their obligations under the work order to the extent and for so long as the performance is impeded by reason of Force Majeure. The party hereto claiming that an event of Force Majeure has occurred shall give prompt notice of the commencement and cessation of any such event. For the purposes of this clause the expression "Force Majeure" means, but shall not be limited to, labour dispute, fire, mobilization, seizure of the aircraft, embargo, insurrection, lack of means of transport, restriction of the use of energy, bankruptcy or delay of a subcontractor, and generally any circumstances which are beyond the control of the parties hereto and hinder performance by one party hereto of its/his/her obligations hereunder. If an event of Force Majeure continues for a period exceeding three (3) months either party hereto shall be entitled to terminate the order by notice in writing without incurring any further liability.

15.1 EPG may terminate Customer orders at any time by written notice, if Customer commences winding-up, becomes insolvent, commits any act of bankruptcy or if a receiver, trustee or custodian is appointed of the Customer property. On termination EPG will have no further obligation to the Customer under the order, and the Customer will reimburse EPG’s termination cost including a reasonable allowance for profit.

15.2 In the event of a cancellation by the Customer of a confirmed slot or work order, EPG reserves the right to invoice all accumulated costs. In case longer maintenance slots (planned for a period of over one week) are cancelled less than 14 days in advance the full quoted value might be charged by EPG.

16.1 EPG reservesits ownership rights on all parts supplied or installed until full payment ofall invoices under the respective contract has been made.

16.2 Until full paymentof the price for the respective order is made, EPG is entitled to a right ofretention of the aircraft, part or component on the subject matter which wasdelivered to EPG to perform its services. This right to retention will be alsoestablished to secure any EPG claims from previous orders or from the totalbusiness relationship. In case of non-payment by Customer,both parties agree herewith that EPG shall have a contractual lien on thesubject matter delivered to EPG to perform its services in addition to theright of retention. This contractual lien will be also established to secureany EPG claims from previous orders or from the total business relationship.

17.1 EPG and Customer agree that the provisions and these GTC, all transactions executed hereunder and all relationships between the parties hereto in this connection shall be construed under, governed and interpreted in all respects by the laws of Switzerland; the Convention on the International Sale of Goods (CISG) shall not apply.

17.2 All disputes, controversies or differences, which may arise between EPG and Customer out of or in relation to or in connection with these GTC, or breach thereof, shall be exclusively and finally settled by the Commercial Court of the Kanton of St. Gallen (Handelsgericht), Switzerland.

17.3 However, the courts of general jurisdiction may, on request of a party hereto, order provisional protective measures in exclusive jurisdiction. The competent court has to specify a certain period of time within which the action to prosecute the claim must be brought to the agreed Commercial Court of the Kanton of St. Gallen (Handelsgericht).

17.4 In case individual provisions of these GTC shall be or become invalid, the validity of the remaining clauses of the GTC will not be affected thereby.