Terms and Conditions
(“Conditions”)
July 2018
- GENERAL
1.1 In these Conditions the following definitions apply:
Company means Breeze Aviation Services ltd, Registered Address: The Aerodrome, New Lennerton Lane, Sherburn in Elmet. LS25 6JE. A private limited company incorporated and registered in England and Wales with Company Number 11408176. VAT registration number GB298791623
Contract means any contract between the Parties for the sale and purchase of any Goods & Services, incorporating these Conditions and the Returns & Refund Policy, which shall be formed in accordance with clause 2.5 of these Conditions;
Customer the party named on the Booking and/or Receipt for any Goods and Services;
Goods the goods and/or services which are the subject to this Contract and which also include, Products, Bookings of Instructors, Aircraft, and any part or instalment of those Goods and/or Services;
Services the services and/or Goods which are the subject to this Contract and which also include Bookings and any part or instalment of those Goods and/or Services;
Intellectual Property Rights all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world and Intellectual Property Right means any one of the Intellectual Property Rights;
Parties both the Company and the Customer together;
Order means a written or verbal (or in any other form that the Company may accept from time to time) official orders to purchase the Goods or Services submitted by the Customer to the Company in accordance with these Conditions;
Returns Policy means the Company’s returns policy as applicable at the date of the Contract, which for the avoidance of doubt the Parties irrevocably agree is specifically incorporated into the Contract and shall take precedence over anything which conflicts with it in these Conditions;
Supplier Costs means all costs incurred by the Company with any third parties in connection with the Contract, including (without limitation) services, labour, supplier and material costs; and
Working Day means a day (including Saturdays and Sundays and Bank Holidays) when Breeze Aviation Services is open, not linked or related to the banks in the City of London being open for business.
1.2 Reference to any statute or statutory provision shall be construed as a reference to the same provision as amended consolidated extended re-enacted or replaced.
1.3 The headings in these Conditions do not affect their construction.
1.4 The Contract will be on these Conditions and any Special Conditions set out in any bespoke quotation by the Company (which shall prevail over conflicting terms in these Conditions) to the exclusion of all other terms and conditions, including any terms and conditions which the Customer purports to apply whether in a writing or otherwise.
- THE CONTRACT
2.1 A bespoke Contract constitutes the entire agreement and understanding of the Parties and supersedes any previous arrangement, understanding or agreement between them relating to its subject matter.
2.2 No variation to the Contract shall be binding unless agreed by both Parties.
2.3 The Customer agrees that, in entering into the Contract, it has not relied on any statement, representation, assurance or warranty (whether made negligently or innocently) other than those expressly set out in the Contract. For the avoidance of doubt no employee or agent of the Company has the authority to make any representations or warranties concerning the Goods and Services unless those representations or warranties are in writing and are countersigned by a director of the Company.
2.4 Each party agrees that all liability for and remedies in respect of any representations are excluded except as expressly provided in these Conditions.
2.5 The Contract shall be formed on the date when the Customer makes a Booking and/or orders Goods or Services, or pays for any Goods or Services.
2.6 Nothing in this clause shall limit or exclude any liability for fraud.
- QUOTATIONS, ESTIMATES & PRICES
3.1 No quotation or estimate given by the Company to the Customer shall constitute an offer.
3.2 The Company reserves the right to alter or withdraw the quotation or estimate at any time before receipt of a Payment from the Customer.
3.3 All quotations are valid for thirty (30) days from the date of issue unless otherwise stated and are subject to any change in the Costs or the Customer’s instructions or requirements. After the thirty (30) day period the quotation is deemed to have been withdrawn by the Company without notice to the Customer.
3.4 The Company reserves the right to amend a quotation after the receipt of a Payment from the Customer, if the requirements differ when the quotation was initially prepared.
3.5 The Company reserves the right to amend a quotation after the receipt of a Payment from the Customer if there is a subsequent increase in the Costs outside of the control or previous knowledge of the Company, the Company shall notify the Customer in writing of any such increase and consequential amendment to a quotation.
3.6 A quotation or estimate is strictly limited to the goods and/or services specifically listed on that quotation or estimate.
3.7 Any estimated price for hourly rates given to carry out a service is given on an estimate only basis and the actual fees charged by the Company for providing the service may be different depending on the time actually spent by the Company to undertake and perform the service in accordance with the Contract.
3.8 Any prices listed on the Company’s website, promotional material or sales literature are intended by the Company to be for guidance purposes only and should not be considered by any Customer as a quotation or estimate. For the avoidance of doubt no order or enquiry form(s) submitted online by the Customer on the Company’s website shall not constitute an offer.
3.10 Unless otherwise stated the prices quoted are exclusive of Value Added Tax. VAT will be charged at the applicable rate at the time. Any other tax duty tariff or charges arising in the UK or in other countries shall be borne by the Customer.
- TERMS OF PAYMENT
4.1 No payment shall be deemed received until the funds are cleared in the Company’s bank account or received in Cash.
4.2 The Company requires full payment from all Customers at the time of supplying the Goods & Services.
4.3 The Company reserves the right to charge an additional fee for payments made by credit cards.
4.8 The Customer shall indemnify for the Company for all costs incurred by the Company in recovering debts owed to it by the Customer.
4.9 The Customer shall pay any outstanding monies owed to the Company within 48hrs. If monies owed remain outstanding after 48hrs the Company reserves the right to charge interest to the Customer at a rate of 6% above the Bank of England Base Rate.
- DELIVERY & LEAD TIME
5.1 Quoted delivery dates are estimates only and shall not be of the essence of the Contract.
5.2 Delays in the delivery of the Goods shall not entitle the Customer to:
5.2.1 refuse to take delivery of the Goods; or
5.2.1 terminate the Contract, subject always to clause 10.1.
5.3 The Company shall have no liability for any failure or delay in delivering the Goods to the extent that such failure or delay is caused by the Customer’s failure to comply with its obligations under the Contract.
5.4 If the Customer uses the Goods in any way after delivery then, notwithstanding any other clause in these Conditions, then the Customer shall be deemed to have been accepted that the Goods have been supplied by the Company in accordance with the Contract.
5.5 The Customer or its agents shall check the Goods thoroughly for any damage that may have occurred in transit. If damage has occurred in transit, the Goods should be rejected by the Customer at point of delivery or signed for as “DAMAGED”. If the Customer signs for the Goods as “DAMAGED” the Customer shall report the damage to the Company immediately. Any rejection of Goods under this clause 5.5 shall be subject to clause 6 and the Returns Policy.
5.6 The Customer or its agents shall inspect the Goods immediately on delivery and shall within three (3) Working Days give notice in writing to the Company of any matter or thing by reason whereof it alleges the Goods are not in accordance with the Contract. If the Customer fails to give such notice, then the Customer shall be deemed to have accepted that the Goods have been supplied by the Company in accordance with the Contract and, if applicable, the Customer shall pay any outstanding sums due to the Company for the Goods under the Contract.
- RETURNS POLICY
6.1 Any return of the Goods by the Customer shall be subject to the Returns Policy.
6.1.2 Returns are not accepted for Customised orders.
6.2 In the unlikely event that the Goods do not conform to the Contract and the Customer wishes to reject or return the Goods to the Company, the Customer shall notify the Company by telephone, as soon as possible after delivery of its wish to return or reject the Goods and shall confirm its reason for returning or rejecting the Goods in writing to the Company within three (3) Working Days in accordance with the Returns Policy.
6.3 The Company shall inspect the returned Goods once received to determine whether, in the opinion of the Company, the Goods are faulty or do not conform to the Contract. If, in the opinion of the Company, the Goods are faulty or do not conform to the Contract then the Company shall, at its sole discretion:
6.3.1 repair the Goods;
6.3.2 replace the Goods;
6.3.3 provide the Customer with a full or partial refund of the sums paid by the Customer for the Goods under the Contract; and/or
6.3.4 provide the Customer with a full refund of any costs incurred in returning the Goods to the Company,
subject always to the terms of this clause 6 and the Returns Policy.
6.4 The Contract will apply to any repaired or replacement Goods supplied by the Company to the Customer in accordance with the Contract.
6.5 If the Company elects, at its sole discretion, to provide the Customer with a full or partial refund in accordance with clause 6.3, the refund shall be subject to:
6.5.1 the full compliance by the Customer to conditions outlined in the Returns Policy; and
6.6 If, upon inspection by the Company under clause 6.3 above, the Goods are found to have been supplied in accordance with the Contract, the Company shall have no further obligation in relation to the Goods and the Customer shall pay all sums due to the Company in relation to the Goods under the Contract.
6.7 Subject to Condition 6.8 below, the Customer does not have a general right to reject or return the Goods under the Contract and furthermore, for the avoidance of doubt, the Customer has no general right to a refund of the price paid for the Goods under the Contract.
6.8 Consumer rights
6.8.1 If the Customer is a consumer (as defined in the Consumer Protection (Distance Selling) Regulations 2000 as amended), the Customer may cancel the Contract at any time within seven (7) Working Days, beginning on the day after delivery of the Goods. In this case, the Customer shall receive a full refund of the price paid for the Goods under the Contract in accordance with the Returns Policy.
6.8.2 To cancel a Contract under clause 6.8.1, you must inform us in writing. You must also return the Goods to us immediately, in the same condition in which you received them, and at your own cost and risk. You have a legal obligation to take reasonable care of the Goods while they are in your possession. If you fail to comply with this obligation, we may have a right of action against you for compensation.
6.8.3 Details of this statutory right, and an explanation of how to exercise it, are provided in the Returns Policy. This provision does not affect your statutory rights.
- LIMITATION OF LIABILITY
7.1 Subject to clauses 2.4, this clause 7 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its respective employees, agents and sub-contractors) to the Customer in respect of:
7.1.1 any breach of the Contract;
7.1.2 any use made or resale of the Goods & Services by the Customer, or of any product incorporating any of the Goods and Services; and
7.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
7.2 Subject as expressly provided in these Conditions, and except where the Goods and Services are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.3 Nothing in these Conditions or the Contract shall limit or exclude the liability of either party for:
7.3.1 death or personal injury resulting from negligence; or
7.3.2 fraud or fraudulent misrepresentation; or
7.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979.
7.4 Without prejudice to clause 7.3, the Company shall not be liable to the Customer, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
7.4.1 loss of profit; or
7.4.2 loss of goodwill; or
7.4.3 loss of business; or
7.4.4 loss of business opportunity; or
7.4.5 loss of anticipated saving; or
7.4.6 loss or corruption of data or information; or
7.4.7 special, indirect or consequential damage, suffered by the Customer that arises under or in connection with the Contract.
7.5 Without prejudice to clauses 7.3 and 7.4, the Company’s total liability arising under or in connection with the Contract, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall be limited to the purchase price for the Goods and Services under the Contract, or the proportionate part of the price of the Goods & Services, except as expressly provided in these Conditions.
7.6 Subject to clause 7.7 and without prejudice to the other rights of the Company under the Contract, any claim made against the Company in relation to the Contract must be brought within three (3) months of the date on which the cause of action on the party of the Customer arose.
- HEALTH & SAFETY
8.1 Any liability for ensuring compliance with any requirement statutory or otherwise concerning health, safety or welfare on the premises of the Customer or the client of the Customer or any premises required to be visited by the Company’s employees on behalf of the Customer rests exclusively with the Customer.
8.2 The Goods & Services are sold on condition that:
8.2.1 the Customer carries out such tests and examination of the Goods as are reasonably practicable to ensure that when used the Goods are safe and without risk to health and comply with all local laws and regulations, including the Consumer Protection Act 1987 (as amended) and the EC Product Liability directives (85/374/EEC and 1999/34/EC);
8.2.2 the Customer shall, if so requested by the Company, enter into a written undertaking to take such steps as may be specified by the Company relating to such tests and examination; and
8.2.3 the Customer shall indemnify the Company against any loss, liability or expense arising from the Customer’s failure to carry out any such tests or examinations required under the above Conditions.
- ASSIGNMENT
9.1 This Contract is personal to the Customer and may only be assigned by it with the prior written consent of the Company.
- TERMINATION OF CONTRACT
10.1 In the event of the Customer’s premises being destroyed or substantially damaged by fire, the Customer shall be entitled to terminate the Contract by written notice to the Company upon payment to the Company all sums outstanding under the Contract and any losses and/or expenses caused to the Company as a result of the termination.
10.2 If the Customer makes a voluntary arrangement with its creditors, or becomes bankrupt, or becomes subject to administration or goes into liquidation, or ceases to carry on business (or threatens to carry on business) or if the Company reasonably determines any of these instances are about to occur, then the Company shall be entitled to terminate the Contract and the price of all Goods received by the Customer shall become immediately payable, without prejudice to any other rights or remedies available to the Company and notwithstanding any previous agreements or arrangements to the contrary.
- DISPUTE RESOLUTION
11.1 If a dispute arises out of or in connection with the Contract or the performance, validity or enforceability of it (Dispute) then, except as expressly provided in the Contract, the parties shall follow the dispute resolution procedure set out in this clause.
11.2 Either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documentation. On service of the Dispute Notice the Company and the Customer shall attempt in good faith to resolve the Dispute.
- FORCE MAJEURE
12.1 The Company shall not be liable for any loss or damage caused by any delay in performance or by non-performance of any of its obligations where the same is occasioned by any cause whatsoever which is beyond its reasonable control including, but not limited to, acts of god, war (whether or not declared), riots, terrorism, civil commotions, fire, explosion, sabotage, storm, flood, earthquake, fog, subsidence, adverse weather conditions, pestilence, epidemics, legal restrictions, or acts of any Government or branch or agency thereof (including without limitation any local Government), non-availability of transport, strikes, lockouts or trade disputes of whatever kind, cessation or interruption of operation of any plant or process, failure of supply of raw materials or components of or breakdown of machinery. Should any such event occur the Company shall be entitled to terminate or rescind or suspend the Contract or suspend any delivery without liability for loss or damage resulting there from but only after advising the Customer in writing of the cause of the cancellation or rescission or suspension.
- GOVERNING LAW
13.1The Contract and these Conditions are governed in all respects by and in accordance with the Laws of England and the Customer hereby submits to the non-exclusive jurisdiction of the English Courts.
- GROUND SCHOOL & FLIGHT INSTRUCTION
14.1 The Company, for any unforeseeable reason, has the right to cancel a booking for the provision of a Service and the customer will not be charged. The Customer will be offered alternative dates/times or may be offered a ground school Service should this be available.
14.2 The Customer, for any unforeseeable reason, can cancel a booking for a Service so long as the cancellation is received and acknowledges by the Company at least 48hrs before the Service is due. If less than 48hrs notice is given by the Customer, the Company reserves the right to charge in full for the services under Contract.
14.3 The maximum passenger weight for any flight is 90kg.
14.4 On the day of your Trial flight, Gift of flight or Trial lesson, a £5 +vat charge will need to be paid to Sherburn Aeroclub for day membership. This is not a Breeze Aviation charge and is not included in the cost of the flight.
- MISCELLANEOUS
15.1 The Company may sub-contract all or any part of the Contract without the consent of the Customer.
15.2 If any part of these Conditions is found to be invalid or unenforceable by a competent officially authorized body then the validity of the other parts shall not be affected and these Conditions shall be amended to the extent that they become invalid or unenforceable.
15.3 Time for performance of all material obligations of the Customer under the Contract is of the essence.
15.4 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
15.5 Any failure or delay by the Company to enforce or partially enforce any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.