1. Introduction

These Terms and Conditions ("Terms") govern your use of UAB Aerodeals’ services and products. By placing an order with us, you agree to these Terms.

2. Orders

2.1. Once the Customer is in need of any Spare Part whether to purchase, lease or exchange, the Customer shall place the Request to Aerodeals for quote.

2.2. Upon the receipt of the Customer’s Request, Aerodeals shall prepare and send to Customer the Quotation containing the following data: (i) description; (ii) part number and interchangeable part number, if available; (iii) quantity; (iv) condition; (v) delivery time; (vi) price per item; (vii) type of Certificate (EASA, FAA or other); (viii) shelf life remaining (if applicable); in case of lease or exchange, additionally: (ix) value / outright value; (x) lease term and redelivery location; (xi) lease price; (xii) other terms and conditions that may apply to the respective Supply.

2.3. Once Aerodeals’ Quotation meets the Customer’s requirements, the Customer shall send to Aerodeals the Purchase Order which shall contain the following data: (i) PO Number; (ii) Date of PO; (iii) description; (iv) part number; (v) quantity; (vi) Due Date; (vii) Price of each item; (viii) Type of Certificate Required; (ix) Shipping Instructions; (x) Full name and address of Cargo Agent handling the order including contact telephone numbers (if the Spare Parts are delivered by Customer’s forwarder); (xi) agreement number; in case of lease, additionally: (xii) lease term; (xiii) lease price; in case of lease or exchange, additionally: (xiv) value / outright value.

2.4. By placing the Purchase Order, the Customer accepts Quotation and makes a binding offer to purchase, lease or exchange the respective Spare Parts under the terms and conditions specified in Aerodeals’ Quotation and / or Lease Agreement, Exchange Agreement (as the case may be).

2.5. In case of lease or exchange, the Parties shall execute in writing a separate Lease Agreement and / or Exchange Agreement. If there are any discrepancy between the Quotation, the Purchase Order, the Lease Agreement and / or Exchange Agreement, the provisions of the Lease Agreement and / or Exchange Agreement shall prevail and be binding to the Parties unless otherwise agreed by Parties in writing.Notwithstanding anything to the contrary herein, the provisions of the Quotation shall always have the priority over the Purchase Order.

2.6. The Customer shall not have a right to return non-defective Spare Part or fully or partially cancel the placed Purchase Order unless the prior written consent of Aerodeals is received. Notwithstanding anything to the contrary stated herein, no returns or cancellations are available after 30 (thirty) calendar days as of dispatch of all or certain number of Spare Parts. In case of return of non-defective Spare Part or partial or full cancellation of the Purchase Order subject to prior approval of Aerodeals, the Customer hereby agrees and acknowledges that Aerodeals shall be entitled to refuse to return to the Customer any amounts paid by the Customer under the Purchase Order. In the event of Aerodeals’ acceptance to return to the Customer certain amounts paid under the Purchase Order due to the Customer’s return of non-defective Spare Part or full or partial cancellation of the Purchase Order, Aerodeals is able upon its sole discretion to apply the Restocking Fee indicated in respective Quotation which shall not in any case be less than 15% (fifteen percent) of the total price of the Purchase Order.

3. Sale of Spare Parts

The title to the Spare Parts sold to Customer shall pass from Aerodeals to Customer at the moment the agreed price is in full and on timely basis received by Aerodeals.

4. Lease of Spare Parts

4.1. Without the prior written consent of Aerodeals, the Customer hereby agrees to not, directly or indirectly, (i) sell, assign, transfer, pledge, encumber, donate or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect assignment, transfer, encumbrance or other disposition of any Spare Part leased by Aerodeals to the Customer.

4.2. The leased Spare Parts shall always be returned to Aerodeals upon expiration of the lease term. If Customer returns the Spare Part in an unserviceable condition upon expiry of the lease term, the cost of repair, testing, recertification and any other Aerodeals expenses for the recovery of serviceable condition shall be at Customer’s expense.

4.3. If the Spare Part is lost during the lease term, repair costs after the lease term exceed 65 (sixty five) percent of the Spare Part agreed outright value or Spare Part is deemed BER, the Customer shall, in addition to the lease price, reimburse Aerodeals 100 % of the Spare Part value within 7 (seven) calendar days following the request of Aerodeals.

4.4. Lease term, lease price, Spare Parts delivery and redelivery, other terms and conditions in relation thereto, shall be specified in Aerodeals’ Quotation or Lease Agreement. In case of any conflict with this Agreement and Aerodeals’ Quotation and / or the Customer’s PO, the provisions of Quotation shall prevail.

5. Exchange

5.1. Aerodeals will, for an agreed Exchange Fee, exchange with the Customer a Serviceable Spare Part for an Unserviceable Spare Part, pursuant to the terms and conditions described herein.

5.2. Customer shall pay the Exchange Fee, and cover all transportation (including freight, customs fees and charges for the Serviceable Spare Part and the Unserviceable Spare Part), re-certification, and/or modification, and/or overhaul and/or test costs incurred by Aerodeals in relation to the exchange. A separate agreement detailing specific exchange conditions, including type, core value, and other terms, must be concluded.

5.3. The Customer must deliver a repairable Unserviceable Spare Part of the same specifications within 14 calendar days of receiving the Serviceable Spare Part unless otherwise agreed in writing. If the returned part does not meet these requirements, it will be returned at the Customer’s full expense.

5.4. At the time the Serviceable Spare Part leaves Aerodeals’ facility, Customer assumes the risk of its loss, if otherwise not stated in mutually agreed applicable Incoterms delivery conditions.

5.5. An Unserviceable Spare Part returned to Aerodeals will not be accepted by Aerodeals unless it is accompanied with the following documentation: (i) Unserviceable tags, containing the reason for removal information; (ii) a certificate of origin (non-incident statement from Customer and the airline from which part is removed, Proof of trace from the airline via packing slip or a signed statement from the operator indicating part number and serial number); (iii) records for life-limited parts (i.e.: vanes, disk, etc.); (iv) cargo customs declaration (the component must be released to free circulation) for Aerodeals review shall be supplied in advance.

5.6. If an acceptable Unserviceable Spare Part and documentation are not received within 7 days of shipment, the Customer must pay the core value, Exchange Fee, and all related costs within 7 days of notice. Alternatively, Aerodeals may invoice additional Exchange Fees and/or other fees every 21 days until receipt.

5.7. In the event the Unserviceable Spare Part is unacceptable to Aerodeals, repair costs of the Unserviceable Spare Part exceed 65 (sixty five) percent of the agreed outright value or the Unserviceable Spare Part is deemed BER by the repair station, the Customer:

5.7.1. will be charged with the aforementioned outright value of the Unserviceable Spare Part, the original Exchange Fee as well as transportation and inspection costs of the Unserviceable Spare Part; and

5.7.2. subject to its prior written consent, will be charged for scrap on site costs; or

5.7.3. subject to prior written consent of Aerodeals, may provide to Aerodeals other Unserviceable Spare Part based on the terms and conditions agreed in writing

5.8. Ownership of the Serviceable Spare Part remains with Aerodeals until redelivery or payment is made. If the Customer fails to comply, ownership of the Unserviceable Spare Part transfers to Aerodeals upon Aerodeals notice.

5.9. Additional terms not covered here will be specified in the Exchange Agreement and will prevail in case of any conflict.

6. Pricing

Prices are subject to change and are valid as listed at the time of order. All prices are in EUR unless stated otherwise.

7. Payment Terms

7.1. Unless otherwise explicitly agreed between the Parties in writing or indicated in a certain pro-forma or invoice, all payments for the Spare Parts to be Supplied : 100 (one hundred) percent prepayment of sale price indicated in the Quotation which shall be made not later than within 5 (five) calendar days as of Customer’s placement of the Purchase Order as per the terms herein;

7.2. All and any payments shall be made by wire transfer to Aerodeals’ bank account indicated in the respective invoice issued by Aerodeals.

7.3. All payments must be made via wire transfer to the bank account specified in the invoice, and in euros (EUR) unless otherwise agreed. Bank fees are the responsibility of the Customer.

8.  Delivery and Shipping

Estimated delivery times shall be provided but may vary. Shipping costs, unless specified otherwise, are the responsibility of the customer. The respective Spare Part shall be deemed to be delivered to the Customer and the risk of accidental destruction, damage or loss of the Spare Parts shall pass to the Customer in accordance to the terms and conditions of EXW Vilnius (Incoterms 2020), unless otherwise agreed in writing by Parties. However, the Spare Parts shall always be deemed as delivered to the Customer upon the Customer’s failure to accept the Spare Parts 7 (seven) calendar days after the delivery of the Spare Parts to the Customer in accordance to the agreed respective terms and conditions under Incoterms 2020.

9. Excusable Delays

9.1. Aerodeals is not liable for delays or non-performance due to excusable delays, which include: (the Excusable Delay), i.e.:

9.1.1. customer’s failure to make timely payments, resulting in a suspension of Aerodeals's obligations;

9.1.2. Customer’s failure to provide necessary information for the execution of a Quotation;

9.1.3. Force majeure events (e.g., war, natural disasters, epidemics, government actions, labor strikes, transportation issues);

9.1.4. Actions or omissions of third parties, such as carriers, suppliers, or manufacturers.

9.2. Aerodeals is not obligated to act in contradiction to applicable laws, government orders, or permits. If an excusable delay occurs, Aerodeals will extend the performance timeline by the duration of the delay and promptly inform the Customer of the situation

10. Limitation of Liability

10.1. Aerodeals, its personnel, and subcontractors are not liable for property damage, injury, death, or other damages to the Customer, its representatives, or third parties, except in cases of willful misconduct or gross negligence. The Customer must indemnify Aerodeals against such claims, including related costs

10.2 Aerodeals’s total liability for any claims arising, whether in contract, tort, warranty, or otherwise, is limited to the value of the Spare Parts involved. Aerodeals is not liable for special, consequential, incidental, indirect, punitive, or exemplary damages, including loss of use, revenue, or goodwill. Both parties acknowledge and accept these liability limitations, understanding that pricing for services and Spare Parts reflects these exclusions.

11. Governing Law. Dispute Resolution

This Agreement is governed by the laws of the Republic of Lithuania, excluding the CISG (Vienna Convention of 1980). Disputes shall be resolved through good faith negotiations. If unresolved, disputes will be settled by the Lithuanian courts based on Aerodeals’ registered address.

12. Contact Information

For questions about these Terms, please contact us at karolina.kozlovska@deals.aero