General Conditions and Limitations. 12.2.4.1 The undertakings set forth in this Clause 12.2 shall be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1. 12.2.4.2 The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to the following conditions: (i) the Buyer shall maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably adequate to enable the Seller to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3; (ii) the Buyer shall keep the Seller reasonably informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded; (iii) the Buyer shall comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED (iv) the Buyer shall report any breakage or defect in a Item in writing to the Seller within sixty (60) days after such breakage or defect becomes apparent, if breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall have provided to the Seller with reasonably sufficient detail about the breakage or defect to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy. 12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall be administered as provided for in, and shall be subject to the terms and conditions of, Clause 12.1.6. 12.2.4.4 In the event of the Seller having issued a service bulletin applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula. If such a kit is so offered to the Buyer free of charge, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time. 12.2.4.5 THIS SERVICE LIFE POLICY IS NOT A WARRANTY, PERFORMANCE GUARANTEE, OR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDIT, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED. AVA - A320 Family PA AMENDED AND RESTATED
Appears in 3 contracts
Samples: Purchase Agreement (Avianca Holdings S.A.), Purchase Agreement (Avianca Holdings S.A.), Purchase Agreement (Avianca Holdings S.A.)
General Conditions and Limitations. 12.2.4.1 The undertakings set forth given in this Clause 12.2 shall be valid after the period of the Seller’s 's warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies 's remedy and the Seller’s obligations 's obligation and liabilities liability under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably Item adequate to enable the Seller to determine determination of whether the alleged Failure is covered by this Service Life Policy and, and if so, so to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.312.2.3 ;
(ii) the Buyer shall keep the Seller reasonably informed of any significant incidents relating to an Aircraft, Aircraft howsoever occurring or recordedrecorded ;
(iii) the Buyer shall comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED12.1.10 ;
(iv) the Buyer shall report carry out specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs shall be as compatible as possible with the Buyer's operational requirements and shall be carried out at the Buyer's expense. Reports relating thereto shall be regularly furnished to the Seller ;
(v) in the case of any breakage or defect in a Item defect, the Buyer must have reported the same in writing to the Seller within sixty (60) days *** after such any breakage or defect in an Item becomes apparentapparent as confirmed by Seller’s shop examination, if whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall have provided to informed the Seller with reasonably sufficient detail about of the breakage or defect in sufficient detail to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall be administered as provided for in, in and shall be subject to the terms and conditions of, of Clause 12.1.6.
12.2.4.4 In the event of that the Seller having shall have issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s 's commitment under this Clause 12.2 shall be subject to the Buyer Buyer's incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s 's instructions, within a reasonable time.. *** This information is subject to confidential treatment and has been omitted and filed separately with the Commission. A319/A320 – CSN – 01/04 CC-C 3370036/02
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT A WARRANTYThis Service Life Policy is neither a warranty, PERFORMANCE GUARANTEEperformance guarantee, OR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDIT, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED. AVA - A320 Family PA AMENDED AND RESTATEDnor an agreement to modify any Aircraft or airframe components to conform to new developments occurring in the state of airframe design and manufacturing art.
Appears in 2 contracts
Samples: A319/A320 Purchase Agreement (China Southern Airlines Co LTD), A319/A320 Purchase Agreement (China Southern Airlines Co LTD)
General Conditions and Limitations. 12.2.4.1 1.2.4.1 The undertakings set forth given in this sub-Clause 12.2 shall be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of sub-Clause 12.1.
12.2.4.2 The Buyer’s remedies remedy and the Seller’s obligations obligation and liabilities liability under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably Item adequate to enable the Seller to determine determination of whether the alleged Failure is covered by this Service Life Policy and, and if so, so to define the portion of the costs to be borne by the Seller in accordance with sub-Clause 12.2.3;
(ii) the Buyer shall keep the Seller reasonably informed of any significant incidents relating to an Aircraft, Aircraft howsoever occurring or recorded;
(iii) the Buyer shall comply with the conditions of sub-Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall report carry out specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs shall be as compatible as possible with the Buyer’s operational requirements and shall be carried out at the Buyer’s expense. Reports relating thereto shall be regularly furnished to the Seller;
(v) in the case of any breakage or defect in a Item defect, the Buyer must have reported the same in writing to the Seller within sixty (60) days after such any breakage or defect in an Item becomes apparent, if apparent whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall have provided to informed the Seller with reasonably sufficient detail about of the breakage or defect in sufficient detail to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this sub-Clause 12.2, any claim under this Service Life Policy shall be administered as provided for in, in and shall be subject to the terms and conditions of, of sub-Clause 12.1.6.
12.2.4.4 In the event of that the Seller having shall have issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this sub-Clause 12.2 shall be subject to the Buyer Buyer’s incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT A WARRANTYThis Service Life Policy is neither a warranty, PERFORMANCE GUARANTEEperformance guarantee, OR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDIT, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED. AVA - A320 Family PA AMENDED AND RESTATEDnor an agreement to modify any Aircraft or airframe components to conform to new developments occurring in the state of airframe design and manufacturing art.
Appears in 2 contracts
Samples: Purchase Agreement (Avianca Holdings S.A.), Purchase Agreement (Avianca Holdings S.A.)
General Conditions and Limitations. 12.2.4.1 4.4.1 The undertakings set forth given in this Clause 12.2 Clauses 4.2 and 4.3 above shall be valid after not apply during the period of the Seller’s warranty applicable to an that Item under Clause 12.1. During 1 (Seller Warranty), nor if the Warranty PeriodFailure of the Item is due to any of the causes referred to in Clauses 1.5.2 (i), all Items will be covered (ii) and / or (iii).
4.4.2 This Service Life Policy is applicable to Failures as defined in Clause 4.1, subject to maintenance and overhaul processes as indicated in Seller’s technical documentation and/or any other Seller’s technical written instructions being strictly complied with by the Buyer.
4.4.3 The provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies 1.5.1 above are incorporated herein by this reference and the shall condition Seller’s obligations and liabilities obligation under this Service Life Policy are subject with respect to the following conditions:any listed Item.
(i) the 4.4.4 Buyer shall maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably the Item adequate to enable the Seller determination as to determine whether the alleged Failure is covered by this Service Life Policy and, the present undertaking and (if so, ) to define the portion of the costs cost to be borne by the Seller [*****] in accordance with Clause 12.2.3;4.3 above.
(ii) the 4.4.5 Buyer shall keep the Seller reasonably or its representative informed of any significant incidents relating to an Aircraft, howsoever incident whatsoever occurring or recorded;, resulting in any damage to the Aircraft. Failure to comply with this requirement shall invalidate this Service Life Policy.
4.4.6 Buyer will have to perform the structural inspections in accordance with the program described in section 8 of the Maintenance Planning Document to be supplied to Buyer according to Appendix F (iiiTechnical Publications) hereafter. Such inspections shall be carried out at Buyer’s expense and the reports relating thereto furnished to Seller in case of disclosure of a Failure, to allow Seller to take all necessary corrective actions. Service Life Policy application is, in all case, conditional to Buyer’s conformity with such inspection program.
4.4.7 In case of any Failure, Buyer shall comply with be obliged to report the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED
(iv) the Buyer shall report breakage or defect in writing or by fax to Seller within [*****] days after any breakage or defect in a listed Item in writing to the Seller within sixty (60) days after such breakage becomes evident whether or defect becomes apparent, if not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Aircraft. Buyer shall have provided to the inform Seller with reasonably of defect or Failure in sufficient detail about the breakage or defect to enable the Seller to determine deem whether said breakage Failure or defect is subject to this the present Service Life Policy.
12.2.4.3 Except 4.4.8 The return to Seller, if such return is deemed practicable by Seller of any listed Item subject to a Failure, shall be at [*****] expense. [*****] shall bear all return transportation costs to Buyer’s main base. Any required disassembly of the Aircraft or parts thereof, removal of the covered Item subject to a Failure and [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. reassembly, installation, inspection and test of the corrected or replaced Item shall be at Buyer’s expense. If such disassembly, reassembly, installation, inspection and test, is accomplished by Seller at Buyer’s request, the rates to be charged by Seller for any such services shall not exceed the rates charged to other commercial airline customers of Seller during substantially the same time period.
4.4.9 Any listed Item subject to a Failure and returned to Seller shall be under Seller’s responsibility from the time it has been received at Seller’s designated premises for repair until the time it has been returned at Buyer’s main base. During such period of time, Buyer shall no bear any liability as regard the risk of loss or damage relating to any such Item.
4.4.10 Should Seller issue a modification in order to avoid a structural Failure and should Seller elect to deliver the necessary modification kit free of charge to Buyer, then the validity of this commitment under Clause 4 hereof shall be subject to Buyer incorporating in the Aircraft, within a reasonable time to be mutually agreed between Buyer and Seller, such modification as promulgated by Seller and in accordance with Seller’s instruction.
4.4.11 This Service Life Policy is neither a warranty, performance guarantee nor an agreement to modify the Aircraft, or airframe components to conform to new developments hereafter occurring in the state of airframe design and manufacturing art. Seller’s obligation herein is to make only those corrections to the Airframe components or furnish replacement therefore as provided in this Clause 4.
4.4.12 Buyer’s rights under this Clause 4 shall not be assigned, sold, leased, transferred or otherwise alienated by operation of law or otherwise, to other operators except as provided for in this Clause 12.226 (Assignment of Contract) hereof, any claim and without prior Seller’s consent thereto given in writing. Any unauthorised assignment, sale, lease, transfer or other alienation of Buyer’s rights under this Service Life Policy shall be administered as provided for in, and shall be subject to the terms and conditions of, Clause 12.1.6immediately void this Service Life Policy in its entirety.
12.2.4.4 In the event of the Seller having issued a service bulletin applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula. If such a kit is so offered to the Buyer free of charge, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT A WARRANTY, PERFORMANCE GUARANTEE, OR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDIT, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED. AVA - A320 Family PA AMENDED AND RESTATED
Appears in 2 contracts
Samples: Sale and Purchase Contract (Azul Sa), Sale and Purchase Contract (Azul Sa)
General Conditions and Limitations. 12.2.4.1 The undertakings set forth in Notwithstanding any provision of this Clause 12.2 shall be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During 12.2, during the Warranty Period, all Items will shall be covered by the provisions of Clause 12.112.1 of this Agreement and not by the provisions of this Clause 12.2.
12.2.4.2 The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to the following conditions:
(i) the The Buyer shall maintain maintains log books and or other historical records with respect to each Aircraft or Item, as applicable, reasonably Item adequate to enable the Seller to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs cost to be borne by the Seller in accordance with Clause 12.2.3;.
(ii) the The Buyer shall keep keeps the Seller reasonably informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;.
(iii) the The Buyer shall comply complies with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED12.1.11.
(iv) The Buyer implements specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs shall be, to the extent possible, compatible with the Buyer’s operational requirements and shall be carried out at the Buyer’s expense, reports relating thereto to be regularly furnished to the Seller.
(v) The Buyer shall report reports in writing any breakage or defect to the Seller within […***…] after any breakage or defect in a an Item in writing to the Seller within sixty (60) days after such breakage or defect becomes apparent, if whether or not the breakage or defect can reasonably be expected to occur in any other aircraftHAL – X000 XX0-00 XXX X000 XX - XX0 Miscellaneous *** Confidential Treatment Requested Aircraft, and the Buyer shall have provided to provides the Seller with reasonably sufficient detail about the breakage or defect to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall be administered as provided for in, and shall be subject to the terms and conditions of, Clause 12.1.6.
12.2.4.4 In the event of If the Seller having has issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formulaformula established by the Seller. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent in respect of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 remains in effect but shall be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and within a reasonable time following such failure, in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT NEITHER A WARRANTY, PERFORMANCE GUARANTEE, OR NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER UNDER THIS CLAUSE 12.2 IS TO FURNISH MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE FURNISH REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE NONPERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDITCREDIT FOR GOODS AND SERVICES, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE NONPERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS CLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. AVA - A320 Family PA AMENDED WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND RESTATEDGENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN CLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND FURTHER WAIVES RELEASES AND RENOUNCES ALL OTHER RIGHTS, CLAIMS AND REMEDIES, OTHER THAN THOSE ARISING OUT OF THIS CLAUSE 12.2.
Appears in 2 contracts
Samples: Purchase Agreement (Hawaiian Holdings Inc), Purchase Agreement (Hawaiian Holdings Inc)
General Conditions and Limitations. 12.2.4.1 The undertakings set forth in Notwithstanding any provision of this Clause 12.2 shall be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During 12.2, during the Warranty Period, all Items will be covered by the provisions of Clause 12.112.1 of this Agreement and not by the provision of Clause 12.2.
12.2.4.2 The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to compliance by the Buyer with the following conditions:
(i) the The Buyer shall will maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably Item adequate to enable the Seller to determine whether the alleged Failure is covered coveted by this Service Life Policy and, if so, to define the portion of the costs cost to be borne by the Seller in accordance with Clause 12.2.3;12.2.3 above.
(ii) the The Buyer shall will keep the Seller reasonably informed of any significant all incidents relating that are reportable to an Aircraft, howsoever occurring the FAA or recorded;the National Transportation Safety Board (NTSB).
(iii) the Buyer shall comply with the The conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED12.1.11 will have been complied with.
(iv) The Buyer will implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs will be compatible with the Buyer’s operational requirements and will be carried out at the Buyer’s expense. Reports relating thereto will be regularly furnished to the Seller.
(i) The Buyer shall will report any breakage or defect in a Item in writing to the Seller within sixty (60) days after such any breakage or defect in an Item becomes apparent, if whether or not the breakage or defect can reasonably be expected to occur in any other aircraftAircraft, and the Buyer shall have provided to will provide the Seller with reasonably sufficient detail ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. Spirit Airlines - A320 FAMILY – PA 42 about the breakage or defect to enable the Seller acting reasonably to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall will be administered as provided for in, and shall will be subject to the terms and conditions of, Clause 12.1.6.
12.2.4.4 In the event of If the Seller having has issued a service bulletin applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer service bulletin free of charge or under a pro rata formulaformula established by the Seller. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent in respect of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall will be subject to the Buyer Buyer’s incorporating such modification in the relevant Aircraft, within a reasonable time, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT NEITHER A WARRANTY, PERFORMANCE GUARANTEE, OR NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS COMPONENT TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER UNDER THIS CLAUSE 12.2 IS TO FURNISH MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE FURNISH REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE NONPERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL WILL BE IN THE FORM OF A CREDITMONETARY DAMAGES, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE -LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE NONPERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS CLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. AVA - A320 Family PA AMENDED WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND RESTATEDGENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN CLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.
Appears in 2 contracts
Samples: Purchase Agreement (Spirit Airlines, Inc.), Purchase Agreement (Spirit Airlines, Inc.)
General Conditions and Limitations. 12.2.4.1 12.2.3.1 The undertakings set forth in this Clause 12.2 shall will be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 12.2.3.2 The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall will maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably adequate to enable the Seller to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
(ii) the Buyer shall will keep the Seller reasonably informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;
(iii) the Buyer shall will comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall will implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs will be as compatible as possible with the Buyer’s operational requirements and will be carried out at the Buyer’s expense. Reports relating thereto will be regularly furnished to the Seller;
(v) the Buyer will report any breakage or defect in a Item in writing to the Seller within sixty (60) days ***** after such breakage or defect becomes apparent, if whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall will have provided to the Seller with reasonably sufficient detail about on the breakage or defect to enable the Seller Seller, acting reasonably, to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 12.2.3.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall will be administered as provided for in, and shall will be subject to the terms and conditions of, Clause 12.1.6.
12.2.4.4 12.2.3.4 In the event of the Seller having issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to ***** established by the Buyer free of charge or under a pro rata formulaSeller. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall will be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 12.2.3.5 THIS SERVICE LIFE POLICY IS NOT NEITHER A WARRANTY, PERFORMANCE GUARANTEE, OR NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER UNDER THIS CLAUSE 12.2 IS TO FURNISH MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE FURNISH REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL WILL BE IN THE FORM OF A CREDITCREDIT FOR GOODS AND SERVICES (NOT INCLUDING AIRCRAFT), LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS CLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. AVA - A320 Family PA AMENDED WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND RESTATEDGENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN CLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.
Appears in 2 contracts
Samples: Purchase Agreement (Frontier Group Holdings, Inc.), Purchase Agreement (Frontier Group Holdings, Inc.)
General Conditions and Limitations. 12.2.4.1 The undertakings set forth given in this Clause Article 12.2 shall will be valid after the end of the period of validity of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause Article 12.1.
12.2.4.2 The Buyer’s remedies rights of recourse against the Seller and the Seller’s obligations and liabilities under this Service Life Policy Insurance are subject to the Buyer’s prior compliance with the following conditions:
(i) the Buyer shall will maintain log books and other appropriate historical records with respect to each Aircraft or Item, as applicable, reasonably adequate to enable the Seller to determine such that it can be determined whether the alleged Failure is covered by this Service Life Policy Insurance and, if so, to define the portion of such that the costs to be borne by the Seller in accordance with Clause 12.2.3Article 12.2.3 can be defined;
(ii) the Buyer shall will keep the Seller reasonably informed of any significant incidents relating to an Aircraft, Aircraft howsoever occurring or recorded;
(iii) the Buyer shall will comply with the conditions of Clause Article 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall report will carry out the specific structural inspection programmes as may be established from time to time by the Seller for monitoring and inspection purposes. Such programs must be as compatible as possible with the Buyer’s operational requirements. The reports relating thereto must be regularly furnished to the Seller;
(v) in the case of any breakage or defect in a Item defect, the Buyer must have reported such in writing to the Seller within sixty (60) days [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] after such this breakage or defect becomes apparentof an Item was observed, if breakage whether or defect not these can reasonably be expected to occur in any other aircraft, and the Aircraft. The Buyer shall must also have provided to informed the Seller with reasonably sufficient detail about of the breakage or defect in sufficient detail to enable the Seller to determine assess whether said this breakage or defect is subject to covered by this Service Life PolicyInsurance.
12.2.4.3 Except as otherwise provided for in this Clause Article 12.2, any claim under this Service Life Policy shall Insurance will be administered as provided for in, and shall be subject to handled in accordance with the terms and conditions of, Clause 12.1.6of Article 12.1.6 above.
12.2.4.4 In the event of If the Seller having issued publishes a service bulletin Service Bulletin applicable to an the Aircraft, the purpose of which is to avoid prevent a Failure, the Seller may elect and decides to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula. If such a kit is so offered to the Buyer free of charge, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment financial participation under this Clause Article 12.2 shall will only be subject to made if the Buyer incorporating such modification in Buyer, within a reasonable time period, embodies this Service Bulletin on the relevant Aircraft, Aircraft as promulgated published by the Seller and in accordance with the Seller’s its instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT A WARRANTYThis Service Life Insurance is neither a warranty, PERFORMANCE GUARANTEEperformance guarantee, OR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDIT, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED. AVA - A320 Family PA AMENDED AND RESTATEDnor an obligation to modify any Aircraft or part of the Airframe in order to incorporate any new development in the design or standard procedure for the manufacturing of airframes.
Appears in 2 contracts
Samples: Purchase Agreement (Air France /Fi), Purchase Agreement (Air France /Fi)
General Conditions and Limitations. 12.2.4.1 12.2.3.1 The undertakings set forth in this Clause 12.2 shall will be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 12.2.3.2 The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall will maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably adequate to enable the Seller to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
(ii) the Buyer shall will keep the Seller reasonably informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;
(iii) the Buyer shall will comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall will implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs will be as compatible as possible with the Buyer’s operational requirements and will be carried out at the Buyer’s expense. Reports relating thereto will be regularly furnished to the Seller;
(v) the Buyer will report any breakage or defect in a Item in writing to the Seller within sixty (60) days ***** after such breakage or defect becomes apparent, if whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall will have provided to the Seller with reasonably sufficient detail about on the breakage or defect to enable the Seller Seller, acting reasonably, to determine whether said breakage or defect is subject to this Service Life Policy. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
12.2.4.3 12.2.3.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall will be administered as provided for in, and shall will be subject to the terms and conditions of, Clause 12.1.6.
12.2.4.4 12.2.3.4 In the event of the Seller having issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to ***** established by the Buyer free of charge or under a pro rata formulaSeller. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall will be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 12.2.3.5 THIS SERVICE LIFE POLICY IS NOT NEITHER A WARRANTY, PERFORMANCE GUARANTEE, OR NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER UNDER THIS CLAUSE 12.2 IS TO FURNISH MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE FURNISH REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL WILL BE IN THE FORM OF A CREDITCREDIT FOR GOODS AND SERVICES (NOT INCLUDING AIRCRAFT), LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS CLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. AVA - A320 Family PA AMENDED WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND RESTATEDGENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN CLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.
Appears in 2 contracts
Samples: Purchase Agreement (Frontier Group Holdings, Inc.), Purchase Agreement (Frontier Group Holdings, Inc.)
General Conditions and Limitations. 12.2.4.1 The undertakings set forth in this Clause 12.2 shall be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to the following conditions:
(i) the Buyer shall maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably adequate to enable the Seller to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
(ii) the Buyer shall keep the Seller reasonably informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;
(iii) the Buyer shall comply with the conditions of Clause 12.1.10;
(iv) the Buyer shall implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller, as customarily provided for in the Seller’s maintenance manuals. Such programs shall be as compatible as possible with the Buyer’s operational requirements and shall be carried out at the Buyer’s expense. Reports relating thereto shall be regularly furnished to the Seller; AVA AVTA - A320 Family PA AMENDED AND RESTATED& A320 NEO Family PA
(ivv) the Buyer shall report any breakage or defect in a Item in writing to the Seller within sixty (60) days after such breakage or defect becomes apparent, if breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall have provided to the Seller with reasonably sufficient detail about the breakage or defect to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall be administered as provided for in, and shall be subject to the terms and conditions of, Clause 12.1.6.
12.2.4.4 In the event of the Seller having issued a service bulletin Service Bulletin applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula. If such a kit is so offered to the Buyer free of charge, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT A WARRANTY, PERFORMANCE GUARANTEE, OR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDIT, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED. AVA - A320 Family PA AMENDED AND RESTATED.
Appears in 2 contracts
Samples: Purchase Agreement (Avianca Holdings S.A.), Purchase Agreement (Avianca Holdings S.A.)
General Conditions and Limitations. 12.2.4.1 The undertakings set forth given in this Clause 12.2 shall be valid after the period of the Seller’s 's warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies 's remedy and the Seller’s obligations 's obligation and liabilities liability under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably Item adequate to enable the Seller to determine determination of whether the alleged Failure is covered by this Service Life Policy and, and if so, so to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
(ii) the Buyer shall keep the Seller reasonably informed of any significant incidents relating to an Aircraft, Aircraft howsoever occurring or recorded;
(iii) the Buyer shall comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall report carry out specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs shall be as compatible as possible with the Buyer's operational requirements and shall be carried out at the Buyer's expense. Reports relating thereto shall be regularly furnished to the Seller;
(v) in the case of any breakage or defect in a Item defect, the Buyer must have reported the same in writing to the Seller within sixty (60) days after such any breakage or defect in an Item becomes apparent, if apparent whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall have provided to informed the Seller with reasonably sufficient detail about of the breakage or defect in sufficient detail to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall be administered as provided for in, in and shall be subject to the terms and conditions of, of Clause 12.1.6.
12.2.4.4 In the event of that the Seller having shall have issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s 's commitment under this Clause 12.2 shall be subject to the Buyer Buyer's incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s 's instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT A WARRANTYThis Service Life Policy is neither a warranty, PERFORMANCE GUARANTEEperformance guarantee, OR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDIT, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED. AVA - A320 Family PA AMENDED AND RESTATEDnor an agreement to modify any Aircraft or airframe components to conform to new developments occurring in the state of airframe design and manufacturing art.
Appears in 2 contracts
Samples: Purchase Agreement (China Eastern Airlines Corp LTD), Purchase Agreement (China Eastern Airlines Corp LTD)
General Conditions and Limitations. 12.2.4.1 The undertakings set forth given in this Clause 12.2 shall be valid after the period of the Seller’s 's warranty applicable to an Item item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies 's remedy and the Seller’s obligations 's obligation and liabilities liability under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall maintain log books and other historical records in accordance with the applicable Aviation Authority requirements with respect to each Aircraft or Item, as applicable, reasonably item adequate to enable the Seller to determine determination of whether the alleged Failure is covered by this Service Life Policy and, and if so, so to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
(ii) the Buyer shall keep the Seller reasonably informed of any significant incidents relating to an Aircraft, Aircraft howsoever occurring or recordedrecorded ;
(iii) the Buyer shall comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall report carry out specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs shall be as compatible as possible with the Buyer's operational requirements and shall be carried out at the Buyer's expense. Reports relating thereto shall be regularly furnished to the Seller;
(v) in the case of any breakage or defect in a Item defect, the Buyer must have reported the same in writing to the Seller within sixty (60) * days after such any breakage or defect in an item becomes apparent, if apparent whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall have provided to informed the Seller with reasonably sufficient detail about of the breakage or defect in sufficient detail to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall be administered as provided for in, in and shall be subject to the terms and conditions of, of Clause 12.1.6.
12.2.4.4 In the event of that the Seller having shall have issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s 's commitment under this Clause 12.2 shall be subject to the Buyer Buyer's incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s 's instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT A WARRANTYThis Service Life Policy is neither a warranty, PERFORMANCE GUARANTEEperformance guarantee, OR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ARTnor an agreement to modify any Aircraft or airframe components to conform to new developments occurring in the state of airframe design and manufacturing art. THE SELLER’S OBLIGATION HEREUNDER IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2The Seller's obligation herein is to furnish only those corrections to the items or provide replacement therefor as provided for in Clause 12.2.3. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NONThe Buyer's sole remedy and relief for the non-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDITperformance of any obligation or liability of the Seller arising under or by virtue of this Service Life Policy shall be in monetary damages, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NONlimited to the amount the Buyer reasonably expends in procuring a correction or replacement for any Item which is the subject of a Failure covered by this Service Life Policy and to which such non-PERFORMANCE IS RELATEDperformance is related. AVA - A320 Family PA AMENDED AND RESTATEDThe Buyer hereby waives, releases and renounces all claims to any further damages, direct, incidental or consequential, including loss of profits and all other rights, claims and remedies, arising under or by virtue of this Service Life Policy.
Appears in 1 contract
Samples: Purchase Agreement (Tam S.A.)
General Conditions and Limitations. 12.2.4.1 The undertakings set forth in this Clause 12.2 shall will be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies and the Seller’s obligations and liabilities under this the Seller Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall will maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably adequate to enable the Seller to determine whether the alleged Failure is covered by this the Seller Service Life Policy and, if so, to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
(ii) the Buyer shall will keep the Seller reasonably informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;
(iii) the Buyer shall will comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall will implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs will be as compatible as practicable with the Buyer’s operational requirements and will be carried out at the Buyer’s expense. Reports relating thereto will be regularly furnished to the Seller;
(v) the Buyer will report any breakage or defect in a an Item in writing to the Seller within sixty (60) days after such breakage or defect becomes apparent, if whether or not such breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall will have provided to the Seller with reasonably sufficient detail about on the breakage or defect to enable the Seller to determine whether said such breakage or defect is subject to this the Seller Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this the Seller Service Life Policy shall will be administered as provided for in, and shall will be subject to the terms and conditions of, Clause 12.1.6.. CT1001520_PA _AAL_A320Family_EXECUTION PA - 51 of 102
12.2.4.4 In the event of the Seller having issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit free of charge to the Buyer free of charge or under a pro rata formulaformula established by the Seller. If such a kit is so offered to the Buyer free of charge, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall will be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable period of time.
12.2.4.5 THIS THE SELLER SERVICE LIFE POLICY IS NOT NEITHER A WARRANTY, PERFORMANCE GUARANTEE, OR NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER UNDER THIS CLAUSE 12.2 IS TO FURNISH MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE FURNISH REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS THE SELLER SERVICE LIFE POLICY SHALL WILL BE IN THE FORM OF A CREDITCREDIT FOR GOODS AND SERVICES (NOT INCLUDING AIRCRAFT), LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS THE SELLER SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED. AVA - A320 Family PA AMENDED AND RESTATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS CLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM.
Appears in 1 contract
General Conditions and Limitations. 12.2.4.1 The undertakings set forth in this Clause 12.2 shall be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1[***].
12.2.4.2 The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to the [***] following conditions:
(i) the Buyer shall maintain log books and other historical records with respect to each Aircraft or [***] Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended CT1307579 [***] Item, as applicable, reasonably [***] adequate to enable the Seller to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
(ii) the Buyer shall keep the Seller reasonably [***] informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;
(iii) the Buyer shall comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller [***]. Such programs shall be as compatible as possible with the Buyer’s operational requirements and shall be carried out at the Buyer’s expense. Reports relating thereto shall be regularly furnished to the Seller;
(v) the Buyer shall report any breakage or defect in a Item in writing to the Seller within sixty (60) days [***] after such breakage or defect becomes apparent, if [***] breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall have provided to the Seller with reasonably [***] sufficient detail about [***] the breakage or defect to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall be administered as provided for in, and shall be subject to the terms and conditions of, Clause 12.1.6.
12.2.4.4 In the event of the Seller having issued a service bulletin [***] applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula[***]. If such a kit is so offered to the Buyer free of charge[***], then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT A WARRANTY, PERFORMANCE GUARANTEE, OR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDIT[***]. [***] Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED. AVA - A320 Family PA AMENDED AND RESTATEDas amended CT1307579
Appears in 1 contract
General Conditions and Limitations. 12.2.4.1 The undertakings set forth in this Clause 12.2 shall be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably adequate to enable the Seller to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
(ii) the Buyer shall keep the Seller reasonably informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;
(iii) the Buyer shall comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller, Such programs shall be as compatible as possible with the Buyer’s operational requirements and shall be carried out at the Buyer’s expense. Reports relating thereto shall be regularly furnished to the Seller;
(v) the Buyer shall report any breakage or defect in a Item in writing to the Seller within sixty (60) days after such breakage or defect becomes apparent, if whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall have provided to the Seller with reasonably sufficient detail about on the breakage or defect to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall be administered as provided for in, and shall be subject to the terms and conditions of, Clause 12.1.6.
12.2.4.4 In the event of the Seller having issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT A WARRANTYThis Service Life Policy is neither a warranty, PERFORMANCE GUARANTEEperformance guarantee, OR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ARTnor an agreement to modify any Aircraft or Airframe components to conform to new developments occurring in the state of airframe design and manufacturing art. THE SELLER’S OBLIGATION HEREUNDER IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDIT, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED. AVA - A320 Family PA AMENDED AND RESTATEDA350 XWB – TAM – 12/2007
Appears in 1 contract
General Conditions and Limitations. 12.2.4.1 13.2.3.1 The undertakings set forth given in this Clause 12.2 sub-Clauses 13.2.2 shall be valid after not apply during the period of the Seller’s warranty applicable to an that Item under sub-Clause 12.113. During 1, nor if the Warranty PeriodFailure of the Items is due to any of the causes referred to in sub-Clauses 13.1.10 (i), all Items will be covered (ii) and (iii).
13.2.3.2 This policy is applicable to Failures as defined in sub-Clause 13.2.1, subject to maintenance and overhaul processes as indicated in Seller's technical documentation and/or any other Seller's technical written instructions being strictly complied with by the Buyer.
13.2.3.3 The provisions of sub-Clause 12.113.1.9 above are incorporated herein by this reference and shall condition the Seller's obligation under this policy with respect to any listed item.
12.2.4.2 13.2.3.4 The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to the following conditions:
(i) the Buyer shall maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably the Item adequate to enable the Seller determination as to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;present undertaking.
(ii) the 13.2.3.5 The Buyer shall keep the Seller reasonably or its representative informed of any significant incidents relating to an Aircraft, howsoever incident whatsoever occurring or recorded;, resulting in any damage to the Aircraft.
(iii) 13.2.3.6 Service Life Policy application is, in all cases, conditional to the Buyer's conformity with all structural inspections identified within the Maintenance Manual.
13.2.3.7 The Buyer shall comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED
(iv) the Buyer shall report any breakage or defect in a Item in writing to inform the Seller within sixty (60) days after such breakage of defect or defect becomes apparent, if breakage or defect can reasonably be expected to occur Failure in any other aircraft, and the Buyer shall have provided to the Seller with reasonably sufficient detail about the breakage or defect to enable the Seller to determine deem whether said breakage Failure or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any a claim under this Service Life Policy warranty clause.
13.2.3.8 The return to the Seller, if such return is deemed practicable by the Seller of any listed Item subject to a Failure, shall be administered as provided for in, and at the Buyer's transportation expense. The Seller shall be subject bear all return transportation costs to the terms and conditions of, Clause 12.1.6Buyer's main base.
12.2.4.4 In the event of 13.2.3.9 Should the Seller having issued issue a service bulletin applicable to an Aircraft, the purpose of which is modification in order to avoid a Failure, structural Failure and should the Seller may elect to supply deliver the necessary modification kit to the Buyer free of charge or under a pro rata formula. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, then the validity of the Seller’s this commitment under this sub-Clause 12.2 13.2 hereof shall be subject to the Buyer incorporating in the Aircraft, within a reasonable time to be mutually agreed between the Buyer and the Seller, such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time's instruction.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT A WARRANTY13.2.3.10 This Service Life policy is neither a warranty, PERFORMANCE GUARANTEEperformance guarantee nor an agreement to modify the Aircraft or airframe components to conform to new developments hereafter occurring in the state of the airframe design and manufacturing art. The Seller's obligation herein is to make only those corrections to the airframe or furnish replacement therefore all provided in this sub-Clause 13.2.
13.2.3.11 The Buyer's rights under this sub-Clause 1.3.2 shall not be assigned, OR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDITsold, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED. AVA - A320 Family PA AMENDED AND RESTATEDleased, transferred or otherwise alienated by operation of law or otherwise, to other operators except as provided for in Clause 22 "Assignment".
Appears in 1 contract
Samples: Purchase Agreement (Biofarm Inc)
General Conditions and Limitations. 12.2.4.1 The undertakings set forth given in this Clause 12.2 shall be valid after the period of the Seller’s 's warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies 's remedy and the Seller’s obligations 's obligation and liabilities liability under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably Item adequate to enable the Seller to determine determination of whether the alleged Failure is covered by this Service Life Policy and, and if so, so to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
(ii) the Buyer shall keep the Seller reasonably informed of any significant incidents relating to an Aircraft, Aircraft howsoever occurring or recorded;
(iii) the Buyer shall comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall report carry out specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs shall be as compatible as possible with the Buyer's operational requirements and shall be carried out at the Buyer's expense. Reports relating thereto shall be regularly furnished to the Seller;
(v) in the case of any breakage or defect in a Item defect, the Buyer must have reported the same in writing to the Seller within sixty (60) days after such any breakage or defect in an Item becomes apparent, if apparent whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall have provided to informed the Seller with reasonably sufficient detail about of the breakage or defect in sufficient detail to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall be administered as provided for in, in and shall be subject to the terms and conditions of, of Clause 12.1.6.
12.2.4.4 In the event of that the Seller having shall have issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s 's commitment under this Clause 12.2 shall be subject to the Buyer Buyer's incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s 's instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT NEITHER A WARRANTY, PERFORMANCE GUARANTEE, OR NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S 'S OBLIGATION HEREUNDER UNDER THIS SUBCLAUSE 12.2 IS TO FURNISH MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE FURNISH REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDIT, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED. AVA - A320 Family PA AMENDED AND RESTATEDSUBCLAUSE 12.
Appears in 1 contract
General Conditions and Limitations. 12.2.4.1 The Notwithstanding Sub-clause 12.2.3, the undertakings set forth given in this Clause Sub-clause 12.2 shall will not be valid after during the period of the Seller’s warranty Warranty Period applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1Sub-clause 12.1.3.
12.2.4.2 The Buyer’s remedies 's remedy and the Seller’s obligations 's obligation and liabilities liability under this Service Life Policy are subject to compliance by the Buyer with the following conditionsconditions precedent:
(i) the The Buyer shall will maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably Item adequate to enable the Seller to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs cost to be borne by the Seller in accordance with Clause 12.2.3;Sub-clause 12.2.3 above.
(ii) the The Buyer shall will keep the Seller reasonably informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;.
(iii) the Buyer shall comply with the The conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATEDSub-clause 12.1.10 will have been complied with.
(iv) The Buyer will carry out specific structural inspection programs for monitoring purposes as may be established, from time to time, by the Buyer shall report Seller. Such programs will be, to the extent possible, compatible with the Buyer's operational requirements and will be carried out at the Buyer's expense. Reports relating thereto will be regularly furnished to the Seller.
(v) In the case of any breakage or defect in a Item defect, the Buyer will report the same in writing to the Seller within sixty ninety (6090) days after such any breakage or defect in an Item becomes apparent, if whether or not said breakage or defect can reasonably be expected to occur in any other aircraftAircraft, and the Buyer shall have provided to will inform the Seller with reasonably in sufficient detail about the breakage or defect to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause Sub-clause 12.2, any claim under this Service Life Policy shall will be administered as provided for in, and shall will be subject to the terms and conditions of, Clause Sub-clause 12.1.6.
12.2.4.4 In the event of that the Seller having has issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro pro-rata formulaformula established by the Seller. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent in respect of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s 's commitment under this Clause Sub-clause 12.2 shall will be subject to the Buyer Buyer's 47 incorporating such modification in the relevant Aircraft, within a reasonable time, as promulgated by the Seller and in accordance with the Seller’s 's instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT NEITHER A WARRANTY, PERFORMANCE GUARANTEE, OR GUARANTEE NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S 'S OBLIGATION HEREUNDER UNDER THIS SUB-CLAUSE 12.2 IS TO FURNISH MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE FURNISH REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS SUB-CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDIT, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED. AVA - A320 Family PA AMENDED AND RESTATED12.
Appears in 1 contract
Samples: Purchase Agreement (Fedex Corp)
General Conditions and Limitations. 12.2.4.1 The undertakings set forth in this Clause 12.2 shall will be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:: * Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. EXECUTION VERSION – Air Lease Corporation Page 41 of 158 A350XWB Family Purchase Agreement – Ref. CLC-CT1103521
(i) the Buyer shall will maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably adequate to enable the Seller to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
(ii) the Buyer shall will keep the Seller reasonably informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;
(iii) the Buyer shall will comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall will implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs will be as compatible as possible with the Buyer’s operational requirements and will be carried out at the Buyer’s expense. Reports relating thereto will be regularly furnished to the Seller;
(v) the Buyer will report any breakage or defect in a Item in writing to the Seller within sixty (60) days after such breakage or defect becomes apparent, if whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall will have provided to the Seller with reasonably sufficient detail about on the breakage or defect to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall will be administered as provided for in, and shall will be subject to the terms and conditions of, Clause 12.1.6.
12.2.4.4 In the event of the Seller having issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formulaformula established by the Seller. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall will be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT NEITHER A WARRANTY, PERFORMANCE GUARANTEE, OR NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER UNDER THIS CLAUSE 12.2 IS TO FURNISH MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE FURNISH REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. WITHOUT LIMITING THE BUYER’S SOLE REMEDY EXCLUSIVITY OF WARRANTIES AND RELIEF FOR GENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN CLAUSE 12.5, THE NON-PERFORMANCE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF ANY OBLIGATION OR LIABILITY OF THE SELLER PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDIT, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED. AVA - A320 Family PA AMENDED AND RESTATEDPOLICY.
Appears in 1 contract
Samples: Purchase Agreement (Air Lease Corp)
General Conditions and Limitations. 12.2.4.1 The undertakings set forth given in this Clause 12.2 shall be valid after the period of the Seller’s 's warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies 's remedy and the Seller’s obligations 's obligation and liabilities liability under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall maintain log books and other historical records as required by the Aviation Authorities with respect to each Aircraft or Item, as applicable, reasonably Item adequate to enable the Seller to determine determination of whether the alleged Failure is covered by this Service Life Policy and, and if so, so to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
(ii) the Buyer shall keep the Seller reasonably informed of any significant incidents relating to an Aircraft, Aircraft howsoever occurring or recorded;
(iii) the Buyer shall comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall report carry out specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs shall be as compatible as possible with the Buyer's operational requirements.
(v) in the case of any breakage or defect in a Item defect, the Buyer must have reported the same in writing to the Seller within sixty (60) [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] days after such any breakage or defect in an Item becomes apparent, if apparent whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall have provided to informed the Seller with reasonably sufficient detail about of the breakage or defect in sufficient detail to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall be administered as provided for in, in and shall be subject to the terms and conditions of, of Clause 12.1.6.
12.2.4.4 In the event of that the Seller having shall have issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a the pro rata formula. If such a kit is so offered to the Buyer free of charge, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this formula set out in Clause 12.2 shall be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time12.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT A WARRANTY, PERFORMANCE GUARANTEE, OR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDIT, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED. AVA - A320 Family PA AMENDED AND RESTATED
Appears in 1 contract
General Conditions and Limitations. 12.2.4.1 The undertakings set forth in this Clause 12.2 shall be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably adequate to enable the Seller to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3****;
(ii) the Buyer shall keep the Seller reasonably informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;
(iii) the Buyer shall comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs shall be as compatible as possible with the Buyer’s operational requirements and shall be carried out at the Buyer’s expense. Reports relating thereto shall be regularly furnished to the Seller;
(v) the Buyer shall report any breakage or defect in a Item in writing to the Seller within sixty (60) days **** after such breakage or defect becomes apparent, if whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall have provided to the Seller with reasonably sufficient detail about on the breakage or defect to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall be administered as provided for in, and shall be subject to the terms and conditions of, Clause 12.1.6.
12.2.4.4 In the event of the Seller having issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula****. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT A WARRANTYThis Service Life Policy is neither a warranty, PERFORMANCE GUARANTEEperformance guarantee, OR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ARTnor an agreement to modify any Aircraft or Airframe components to conform to new developments occurring in the state of airframe design and manufacturing art. THE SELLER’S OBLIGATION HEREUNDER IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE The Seller’s obligation hereunder is to furnish only those corrections to the Items or provide replacements therefor as provided for in this Clause 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NONThe Buyer’s sole remedy and relief for the non-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDITperformance of any obligation or liability of the Seller arising under or by virtue of this Service Life Policy shall be in the form of a credit, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NONlimited to the amount the Buyer reasonably expends in procuring a correction or replacement for any Item that is the subject of a Failure covered by this Service Life Policy and to which such non-PERFORMANCE IS RELATEDperformance is related. AVA - A320 Family PA AMENDED AND RESTATEDExecution Version Avolon – A330neo Purchase Agreement, ref CLC-CT1404183 The Buyer hereby waives, releases and renounces all claims to any further damages, direct, incidental or consequential, including loss of profits and all other rights, claims and remedies, arising under or by virtue of this Service Life Policy.
Appears in 1 contract
General Conditions and Limitations. 12.2.4.1 The undertakings set forth in Notwithstanding any provision of this Clause 12.2 shall be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During 12.2, during the Warranty Period, all Items will be covered by the provisions of Clause 12.112.1 and not by the provisions of this Clause 12.2.
12.2.4.2 The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to compliance by the Buyer with the following conditions:
(i) the The Buyer shall will generate and maintain log books and other historical records as required by the FAA, and will retain the same for the duration of this Service Life Policy, with respect to each Aircraft or Item, as applicable, reasonably Item adequate to enable the Seller determination as to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define allocate the portion of the costs cost to be borne by the Seller in accordance with Clause 12.2.3;.
(ii) the The Buyer shall will keep the Seller reasonably informed informed, by making available any relevant records **, of any significant incidents relating to an Aircraft, howsoever occurring or recorded;.
(iii) the Buyer shall comply with the The conditions of Clause 12.1.10; AVA - 12.1.11 will have been complied with. ** Confidential Treatment Requested. USA — Amended and Restated Airbus A320 Family Purchase Agreement PA AMENDED — 66 of 123 EXECUTION PRIVILEGED AND RESTATEDCONFIDENTIAL
(iv) The Buyer will implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller and the Buyer. Such programs will be, to the extent possible, compatible with the Buyer’s operational requirements and will be carried out at the Buyer’s expense. Reports relating thereto will be regularly furnished to the Seller **
(v) The Buyer shall will report in writing any breakage or defect in a Item in writing that may be covered by the Service Life Policy to the Seller within sixty (60) days ** after such breakage or defect becomes apparent, if breakage whether or defect not the same can reasonably be expected to occur in any other aircraftAircraft, and the Buyer shall have provided to will inform the Seller with reasonably in sufficient detail about the such breakage or defect to enable the Seller to determine whether said breakage or defect the same is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall will be administered as provided for in, and shall will be subject to the terms and conditions of, Clause 12.1.6.
12.2.4.4 In the event of If the Seller having has issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply will offer the necessary modification kit to the Buyer free of charge or under a pro rata formulaformula established by the Seller. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent in respect of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall will be subject to the Buyer Buyer’s incorporating such modification in the relevant Aircraft, within a reasonable time, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.. ** Confidential Treatment Requested. USA — Amended and Restated Airbus A320 Family Purchase Agreement PA — 67 of 123 EXECUTION PRIVILEGED AND CONFIDENTIAL
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT NEITHER A WARRANTY, PERFORMANCE GUARANTEE, OR NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER UNDER THIS CLAUSE 12.2 IS TO FURNISH MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE FURNISH REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE NONPERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL WILL BE IN THE FORM OF A CREDIT**, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE NONPERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS CLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. AVA - A320 Family PA AMENDED WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND RESTATEDGENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN CLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.
Appears in 1 contract
Samples: Airbus A320 Family Aircraft Purchase Agreement (Us Airways Inc)
General Conditions and Limitations. 12.2.4.1 The undertakings set forth in this Clause 12.2 shall be valid after the period of the Seller’s 's warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s 's remedies and the Seller’s 's obligations and liabilities under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably Item adequate to enable the Seller to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;; *** This information is subject to confidential treatment and has been omitted and filed separately with the Commission. CT0803291 Private & Confidential
(ii) the Buyer shall keep the Seller reasonably informed of any significant incidents relating to an Aircraft, Aircraft howsoever occurring or recorded;
(iii) the Buyer shall comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs shall be as compatible as possible with the Buyer's operational requirements and shall be carried out at the Buyer's expense. Reports relating thereto shall be regularly furnished to the Seller;
(v) the Buyer shall report any breakage or defect in a Item in writing to the Seller within sixty (60) days *** after such breakage or defect becomes apparent, if whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall have provided to the Seller with reasonably sufficient detail about on the breakage or defect to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall be administered as provided for in, in and shall be subject to the terms and conditions of, of Clause 12.1.6.
12.2.4.4 In the event of the Seller having issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s 's commitment under this Clause 12.2 shall be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s 's instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT A WARRANTYThis Service Life Policy is neither a warranty, PERFORMANCE GUARANTEEperformance guarantee, OR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ARTnor an agreement to modify any Aircraft or Airframe components to conform to new developments occurring in the state of airframe design and manufacturing art. THE SELLER’S OBLIGATION HEREUNDER IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE The Seller's obligation hereunder is to furnish only those corrections to the Items or provide replacements therefor as provided for in this Clause 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NONThe Buyer's sole remedy and relief for the non-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDITperformance of any obligation or liability of the Seller arising under or by virtue of this Service Life Policy shall *** limited to the amount the Buyer reasonably expends in procuring a correction or replacement for any Item that is the subject of a Failure covered by this Service Life Policy and to which such non-performance is related. The Buyer hereby waives, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATEDreleases and renounces all claims to any further damages, direct, incidental or consequential, including loss of profits and all other rights, claims and remedies, arising under or by virtue of this Service Life Policy. AVA - A320 Family PA AMENDED AND RESTATED*** This information is subject to confidential treatment and has been omitted and filed separately with the Commission. CT0803291 Private & Confidential
Appears in 1 contract
Samples: Aircraft General Terms Agreement (China Southern Airlines Co LTD)
General Conditions and Limitations. 12.2.4.1 The undertakings set forth in this Clause 12.2 shall be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably adequate to enable the Seller to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3****;
(ii) the Buyer shall keep the Seller reasonably informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;
(iii) the Buyer shall comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs shall be as compatible as possible with the Buyer’s operational requirements and shall be carried out at the Buyer’s expense. Reports relating thereto shall be regularly furnished to the Seller;
(v) the Buyer shall report any breakage or defect in a Item in writing to the Seller within sixty (60) days ****after such breakage or defect becomes apparent, if whether or not said breakage or AVOLON A320 Purchase Agreement December 2010 defect can reasonably be expected to occur in any other aircraft, and the Buyer shall have provided to the Seller with reasonably sufficient detail about on the breakage or defect to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall be administered as provided for in, and shall be subject to the terms and conditions of, Clause 12.1.6.
12.2.4.4 In the event of the Seller having issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula****. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT A WARRANTYThis Service Life Policy is neither a warranty, PERFORMANCE GUARANTEEperformance guarantee, OR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ARTnor an agreement to modify any Aircraft or Airframe components to conform to new developments occurring in the state of airframe design and manufacturing art. THE SELLER’S OBLIGATION HEREUNDER IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE The Seller’s obligation hereunder is to furnish only those corrections to the Items or provide replacements therefor as provided for in this Clause 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NONThe Buyer’s sole remedy and relief for the non-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDITperformance of any obligation or liability of the Seller arising under or by virtue of this Service Life Policy shall be in the form of a credit, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NONlimited to the amount the Buyer reasonably expends in procuring a correction or replacement for any Item that is the subject of a Failure covered by this Service Life Policy and to which such non-PERFORMANCE IS RELATEDperformance is related. AVA - A320 Family PA AMENDED AND RESTATEDThe Buyer hereby waives, releases and renounces all claims to any further damages, direct, incidental or consequential, including loss of profits and all other rights, claims and remedies, arising under or by virtue of this Service Life Policy.
Appears in 1 contract
General Conditions and Limitations. 12.2.4.1 The undertakings set forth given in this sub-Clause 12.2 shall will be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of sub-Clause 12.1.
12.2.4.2 The Buyer’s remedies 's remedy and the Seller’s obligations 's obligation and liabilities liability under this Service Life Policy are subject to compliance by the Buyer with the following conditionsconditions precedent:
(i) the The Buyer shall will maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably Item adequate to enable the Seller determination as to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs cost to be borne by the Seller in accordance with sub-Clause 12.2.3;12.2.3 above.
(ii) the The Buyer shall will keep the Seller reasonably informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;.
(iii) the Buyer shall comply with the The conditions of sub-Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED12.1.10 will have been complied with.
(iv) The Buyer will carry out specific structural inspection programs for monitoring purposes as may be established from time to time by the Buyer shall report Seller. Such programs will be, to the extent possible, compatible with the Buyer's operational requirements and will be carried out at the Buyer's expense. Reports relating thereto will be regularly furnished to the Seller.
(v) In the case of any breakage or defect in a Item defect, the Buyer will report the same in writing to the Seller within sixty ninety (6090) days after such any breakage or defect in an Item becomes apparent, if whether or not said breakage or defect can reasonably be expected to occur in any other aircraftAircraft, and the Buyer shall have provided to will inform the Seller with reasonably in sufficient detail about the breakage or defect to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this sub-Clause 12.2, any claim under this Service Life Policy shall will be administered as provided for in, and shall will be subject to the terms and C.I.T. Leasing Corporation A320 NEO Family Purchase Agreement July 2011 conditions of, sub-Clause 12.1.6.
12.2.4.4 In the event of that the Seller having will have issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formulaformula established by the Seller. If such a kit is so offered to the Buyer free of chargeby written notice describing such issued modification, then, to the extent in respect of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s 's commitment under this sub-Clause 12.2 shall will be subject to the Buyer Buyer's incorporating such modification in the relevant Aircraft, within a reasonable time, as promulgated by the Seller and in accordance with the Seller’s 's instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT NEITHER A WARRANTY, PERFORMANCE GUARANTEE, OR NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S 'S OBLIGATION HEREUNDER UNDER THIS SUB-CLAUSE 12.2 IS TO FURNISH MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE FURNISH REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS SUB-CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDIT, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED. AVA - A320 Family PA AMENDED AND RESTATED12.
Appears in 1 contract
General Conditions and Limitations. 12.2.4.1 The undertakings set forth in this Clause 12.2 shall be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably adequate to enable the Seller to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
(ii) the Buyer shall keep the Seller reasonably informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;
(iii) the Buyer shall comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs shall be as compatible as possible with the Buyer’s operational requirements and shall be carried out at the Buyer’s expense. Reports relating thereto shall be regularly furnished to the Seller;
(v) the Buyer shall report any breakage or defect in a Item in writing to the Seller within sixty (60) days [***]after such breakage or defect becomes apparent, if whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall have provided to the Seller with reasonably sufficient detail about on the breakage or defect to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall be administered as provided for in, and shall be subject to the terms and conditions of, Clause 12.1.6.
12.2.4.4 In the event of the Seller having issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula[***]. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT NEITHER A WARRANTY, PERFORMANCE GUARANTEE, OR NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER UNDER THIS CLAUSE 12.2 IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE REPLACEMENTS THEREFOR AS [***] Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended CT1307579 A320neo Family PA – March 2015 Clause 12 - Page 42 of 246 PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL WILL BE IN THE FORM OF A CREDITCREDIT FOR GOODS AND SERVICES (NOT INCLUDING AIRCRAFT), LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS CLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. AVA - A320 Family PA AMENDED [***] THE BUYER HEREBY WAIVES, RELEASES AND RESTATEDRENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.
Appears in 1 contract
General Conditions and Limitations. 12.2.4.1 The undertakings set forth in this Clause 12.2 shall will be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall will maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably adequate to enable the Seller Seller, acting reasonably, to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
(ii) the Buyer shall will keep the Seller reasonably informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;
(iii) the Buyer shall will comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall will implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller generally applicable and generally adopted by operators of the same model of aircraft. Such programs will be as compatible as possible with the Buyer’s operational requirements and will be carried out at the Buyer’s expense. Reports relating thereto will be regularly furnished to the Seller;
(v) the Buyer will report any breakage or defect in a Item in writing to the Seller within sixty (60) days ***** after such breakage or defect becomes apparentis discovered by Buyer, if whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall will have provided to the Seller with reasonably sufficient detail about on the breakage or defect to enable the Seller Seller, acting reasonably, to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall will be administered as provided for in, and shall will be subject to the terms and conditions of, Clause 12.1.6.
12.2.4.4 In the event of the Seller having issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. modification kit to the Buyer free of charge or under a pro rata formula*****. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall will be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT NEITHER A WARRANTY, PERFORMANCE GUARANTEE, OR NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER UNDER THIS CLAUSE 12.2 IS TO FURNISH MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE FURNISH REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL WILL BE IN THE FORM OF A CREDITCREDIT FOR GOODS AND SERVICES (NOT INCLUDING AIRCRAFT), LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS CLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. AVA - A320 Family PA AMENDED WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND RESTATEDGENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN CLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.
Appears in 1 contract
General Conditions and Limitations. 12.2.4.1 The undertakings set forth in this Clause 12.2 shall will be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall will maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably adequate to enable the Seller Seller, acting reasonably, to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
(ii) the Buyer shall will keep the Seller reasonably informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;
(iii) the Buyer shall will comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall will implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller generally applicable and generally adopted by operators of the same model of aircraft. Such programs will be as compatible as possible with the Buyer’s operational requirements and will be carried out at the Buyer’s expense. Reports relating thereto will be regularly furnished to the Seller;
(v) the Buyer will report any breakage or defect in a Item in writing to the Seller within sixty (60) days [***] after such breakage or defect becomes apparentis discovered by Buyer, if whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall will have provided to the Seller with reasonably sufficient detail about on the breakage or defect to enable the Seller Seller, acting reasonably, to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall will be administered as provided for in, and shall will be subject to the terms and conditions of, Clause 12.1.6.
12.2.4.4 In the event of the Seller having issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula[***]. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall will be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT NEITHER A WARRANTY, PERFORMANCE GUARANTEE, OR NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER UNDER THIS CLAUSE 12.2 IS TO FURNISH MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE FURNISH REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL WILL BE IN THE FORM OF A CREDITCREDIT FOR GOODS AND SERVICES (NOT INCLUDING AIRCRAFT), LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS CLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. AVA - A320 Family PA AMENDED WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND RESTATEDGENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN CLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.
Appears in 1 contract
General Conditions and Limitations. 12.2.4.1 The undertakings set forth given in this Clause 12.2 shall be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies remedy and the Seller’s obligations obligation and liabilities liability under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably Item adequate to enable the Seller to determine determination of whether the alleged Failure is covered by this Service Life Policy and, and if so, so to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
(ii) the Buyer shall keep the Seller reasonably informed of any significant incidents relating to an Aircraft, Aircraft howsoever occurring or recorded;
(iii) the Buyer shall comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall report carry out specific structural inspection programs for purposes of monitoring an identified Failure as may be established from time to time by the Seller. Such programs shall be as compatible as possible with the Buyer’s operational requirements and shall be carried out at the Buyer’s expense. Reports relating thereto shall be regularly furnished to the Seller;
(v) in the case of any breakage or defect in a Item defect, the Buyer must have reported the same in writing to the Seller within sixty (60) days after such any breakage or defect in an Item becomes apparent, if apparent whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall have provided to informed the Seller with reasonably sufficient detail about of the breakage or defect in sufficient detail to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall be administered as provided for in, in and shall be subject to the terms and conditions of, of Clause 12.1.6.
12.2.4.4 In the event of that the Seller having shall have issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall be subject to the Buyer Buyer’s incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT A WARRANTYThis Service Life Policy is neither a warranty, PERFORMANCE GUARANTEEperformance guarantee, OR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDIT, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED. AVA - A320 Family PA AMENDED AND RESTATEDnor an agreement to modify any Aircraft or airframe components to conform to new developments occurring in the state of airframe design and manufacturing art.
Appears in 1 contract
Samples: Purchase Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.)
General Conditions and Limitations. 12.2.4.1 The undertakings set forth given in this sub-Clause 12.2 shall be valid after the period of the Seller’s 's warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of sub-Clause 12.1.
12.2.4.2 The Buyer’s remedies 's remedy and the Seller’s obligations 's obligation and liabilities liability under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably Item adequate to enable the Seller to determine determination of whether the alleged Failure is covered by this Service Life Policy and, and if so, so to define the portion of the costs to be borne by the Seller in accordance with sub-Clause 12.2.3;
(ii) the Buyer shall keep the Seller reasonably informed of any significant incidents relating to an Aircraft, Aircraft howsoever occurring or recorded;
(iii) the Buyer shall comply with the conditions of sub-Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall report carry out specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs shall be as compatible as possible with the Buyer's operational requirements and shall be carried out at the Buyer's expense. Reports relating thereto shall be regularly furnished to the Seller;
(v) in the case of any breakage or defect in a Item defect, the Buyer must have reported the same in writing to the Seller within sixty (60) days after such any breakage or defect in an Item becomes apparent, if apparent whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall have provided to informed the Seller with reasonably sufficient detail about of the breakage or defect in sufficient detail to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this sub-Clause 12.2, any claim under this Service Life Policy shall be administered as provided for in, in and shall be subject to the terms and conditions of, of sub-Clause 12.1.6.
12.2.4.4 In the event of that the Seller having shall have issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s 's commitment under this sub-Clause 12.2 shall be subject to the Buyer Buyer's incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s 's instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT A WARRANTYThis Service Life Policy is neither a warranty, PERFORMANCE GUARANTEEperformance guarantee, OR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDIT, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED. AVA - A320 Family PA AMENDED AND RESTATEDnor an agreement to modify any Aircraft or airframe components to conform to new developments occurring in the state of airframe design and manufacturing art.
Appears in 1 contract
Samples: Purchase Agreement (Tam S.A.)
General Conditions and Limitations. 12.2.4.1 The undertakings set forth in Notwithstanding any provision of this Clause 12.2 shall be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During 12.2, during the Warranty Period, all Items will be covered by the provisions of Clause 12.112.1 of this Agreement and not by the provision of Clause 12.2.
12.2.4.2 The Buyer’s 's remedies and the Seller’s 's obligations and liabilities under this Service Life Policy are subject to compliance by the Buyer with the following conditions:
(i) the The Buyer shall will maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably Item adequate to enable the Seller to determine whether the alleged Failure is covered coveted by this Service Life Policy and, if so, to define the portion of the costs cost to be borne by the Seller in accordance with Clause 12.2.3;12.2.3 above.
(ii) the The Buyer shall will keep the Seller reasonably informed of any significant all incidents relating that are reportable to an Aircraft, howsoever occurring the FAA or recorded;the National Transportation Safety Board (NTSB).
(iii) the Buyer shall comply with the The conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED12.1.11 will have been complied with.
(iv) The Buyer will implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs will be compatible with the Buyer's operational requirements and will be carried out at the Buyer's expense. Reports relating thereto will be regularly furnished to the Seller.
(i) The Buyer shall will report any breakage or defect in a Item in writing to the Seller within sixty (60) days after such any breakage or defect in an Item becomes apparent, if whether or not the breakage or defect can reasonably be expected to occur in any other aircraftAircraft, and the Buyer shall have provided to will provide the Seller with reasonably sufficient detail Spirit Airlines - A320 FAMILY - PA 42 about the breakage or defect to enable the Seller acting reasonably to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall will be administered as provided for in, and shall will be subject to the terms and conditions of, Clause 12.1.6.
12.2.4.4 In the event of If the Seller having has issued a service bulletin applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer service bulletin free of charge or under a pro rata formulaformula established by the Seller. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent in respect of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s 's commitment under this Clause 12.2 shall will be subject to the Buyer Buyer's incorporating such modification in the relevant Aircraft, within a reasonable time, as promulgated by the Seller and in accordance with the Seller’s 's instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT NEITHER A WARRANTY, PERFORMANCE GUARANTEE, OR NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS COMPONENT TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S 'S OBLIGATION HEREUNDER UNDER THIS CLAUSE 12.2 IS TO FURNISH MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE FURNISH REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S 'S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE NONPERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL WILL BE IN THE FORM OF A CREDITMONETARY DAMAGES, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE -LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE NONPERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS CLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. AVA - A320 Family PA AMENDED WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND RESTATEDGENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN CLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.
Appears in 1 contract
General Conditions and Limitations. 12.2.4.1 The undertakings set forth given in this Clause 12.2 shall be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies remedy and the Seller’s obligations obligation and liabilities liability under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably Item adequate to enable the Seller to determine determination of whether the alleged Failure is covered by this Service Life Policy and, and if so, so to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.312,2.3;
(ii) the Buyer shall keep the Seller reasonably informed of any significant incidents relating to an Aircraft, Aircraft howsoever occurring or recorded;
(iii) the Buyer shall comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall report carry out specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs shall be as compatible as possible with the Buyer’s operational requirements and shall be carried out at the Buyer’s expense. Reports relating thereto shall be regularly furnished to the Seller;
(v) in the case of any breakage or defect in a Item defect, the Buyer must have reported the same in writing to the Seller within sixty (60) [***] days after such any breakage or defect in an Item becomes apparent, if apparent whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall have provided to informed the Seller with reasonably sufficient detail about of the breakage or defect in sufficient detail to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall be administered as provided for in, in and shall be subject to the terms and conditions of, of Clause 12.1.6.
12.2.4.4 In the event of that the Seller having shall have issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such [***] Confidential treatment requested by AerCap Holdings N.V. Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall be subject to the Buyer Buyer’s incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT A WARRANTYThis Service Life Policy is neither a warranty, PERFORMANCE GUARANTEEperformance guarantee, OR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDIT, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED. AVA - A320 Family PA AMENDED AND RESTATEDnor an agreement to modify any Aircraft or airframe components to conform to new developments occurring in the state of airframe design and manufacturing art.
Appears in 1 contract
General Conditions and Limitations. 12.2.4.1 The undertakings set forth in this Clause 12.2 shall will be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall will maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably adequate to enable the Seller to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
(ii) the Buyer shall will keep the Seller reasonably informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;
(iii) the Buyer shall will comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
(iv) the Buyer shall will implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs will be as compatible as possible with the Buyer’s operational requirements and will be carried out at the Buyer’s expense. Reports relating thereto will be regularly furnished to the Seller;
(v) the Buyer will report any breakage or defect in a Item in writing to the Seller within sixty (60) days ***** after such breakage or defect becomes apparent, if whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall will have provided to the Seller with reasonably sufficient detail about on the breakage or defect to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall will be administered as provided for in, and shall will be subject to the terms and conditions of, Clause 12.1.6.
12.2.4.4 In the event of the Seller having issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to ***** established by the Buyer free of charge or under a pro rata formulaSeller. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall will be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT NEITHER A WARRANTY, PERFORMANCE GUARANTEE, OR NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER UNDER THIS CLAUSE 12.2 IS TO FURNISH MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE FURNISH REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL WILL BE IN THE FORM OF A CREDIT*****, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS CLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. AVA - A320 Family PA AMENDED WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND RESTATEDGENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN CLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.
Appears in 1 contract
General Conditions and Limitations. 12.2.4.1 The undertakings set forth in this Clause 12.2 shall will be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies and the Seller’s obligations and liabilities under this the Seller Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall will maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably adequate to enable the Seller to determine whether the alleged Failure is covered by this the Seller Service Life Policy and, if so, to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
(ii) the Buyer shall will keep the Seller reasonably informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;
(iii) the Buyer shall will comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall will implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs will be as compatible as practicable with the Buyer’s operational requirements and will be carried out at the Buyer’s expense. Reports relating thereto will be regularly furnished to the Seller;
(v) the Buyer will report any breakage or defect in a an Item in writing to the Seller within sixty [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (60I) days IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] after such breakage or defect becomes apparent, if whether or not such breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall will have provided to the Seller with reasonably sufficient detail about on the breakage or defect to enable the Seller to determine whether said such breakage or defect is subject to this the Seller Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this the Seller Service Life Policy shall will be administered as provided for in, and shall will be subject to the terms and conditions of, Clause 12.1.6.
12.2.4.4 In the event of the Seller having issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit free of charge to the Buyer free of charge or under a pro rata formulaformula established by the Seller. If such a kit is so offered to the Buyer free of charge, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall will be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable period of time.
12.2.4.5 THIS THE SELLER SERVICE LIFE POLICY IS NOT NEITHER A WARRANTY, PERFORMANCE GUARANTEE, OR NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER UNDER THIS CLAUSE 12.2 IS TO FURNISH MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE FURNISH REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS THE SELLER SERVICE LIFE POLICY SHALL WILL BE IN THE FORM OF A CREDIT, [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS THE SELLER SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED. AVA - A320 Family PA AMENDED AND RESTATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS CLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM.
Appears in 1 contract
General Conditions and Limitations. 12.2.4.1 12.2.3.1 The undertakings set forth in this Clause 12.2 shall will be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During *****Confidential portions of the Warranty Period, all Items will be covered by material have been omitted and filed separately with the provisions of Clause 12.1Securities and Exchange Commission.
12.2.4.2 12.2.3.2 The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall will maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably adequate to enable the Seller to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
(ii) the Buyer shall will keep the Seller reasonably informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;
(iii) the Buyer shall will comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall will implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs will be as compatible as possible with the Buyer’s operational requirements and will be carried out at the Buyer’s expense. Reports relating thereto will be regularly furnished to the Seller;
(v) the Buyer will report any breakage or defect in a Item in writing to the Seller within sixty (60) days ***** after such breakage or defect becomes apparent, if whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall will have provided to the Seller with reasonably sufficient detail about on the breakage or defect to enable the Seller Seller, acting reasonably, to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 12.2.3.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall will be administered as provided for in, and shall will be subject to the terms and conditions of, Clause 12.1.6.
12.2.4.4 12.2.3.4 In the event of the Seller having issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to ***** established by the Buyer free of charge or under a pro rata formulaSeller. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall will be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 12.2.3.5 THIS SERVICE LIFE POLICY IS NOT NEITHER A WARRANTY, PERFORMANCE GUARANTEE, OR NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER UNDER THIS CLAUSE 12.2 IS TO FURNISH MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE FURNISH REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER *****Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL WILL BE IN THE FORM OF A CREDITCREDIT FOR GOODS AND SERVICES (NOT INCLUDING AIRCRAFT), LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS CLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. AVA - A320 Family PA AMENDED WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND RESTATEDGENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN CLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.
Appears in 1 contract
General Conditions and Limitations. 12.2.4.1 The Notwithstanding Subclause 12.2.3, the undertakings set forth given in this Clause Subclause 12.2 shall not be valid after during the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause Subclause 12.1.
12.2.4.2 The Buyer’s remedies remedy and the Seller’s obligations obligation and liabilities liability under this Service Life Policy are subject to compliance by the Buyer with the following conditionsconditions precedent:
(i) the The Buyer shall maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably Item adequate to enable the Seller determination as to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs cost to be borne by the Seller in accordance with Clause 12.2.3;Subclause 12.2.3 above.
(ii) the The Buyer shall keep the Seller reasonably informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;, if the failure to so inform the Seller materially prejudices the Seller’s position.
(iii) the Buyer shall comply with the The conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATEDSubclause 12.1.10 shall have been complied with.
(iv) The Buyer shall carry out specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs shall be, to the extent possible, compatible with the Buyer’s operational requirements and shall be carried out at the Buyer’s expense. Reports relating thereto shall be regularly furnished to the Seller.
(v) In the case of any breakage or defect, the Buyer shall report any breakage or defect in a Item the same in writing to the Seller within sixty (60) days [***] after such any breakage or defect in an Item becomes apparent, if whether or not said breakage or defect can reasonably be expected to occur in any other aircraftAircraft, and the Buyer shall have provided to inform the Seller with reasonably in sufficient detail about the breakage or defect to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause Subclause 12.2, any claim under this Service Life Policy shall be administered as provided for in, and shall be subject to the terms and conditions of, Clause Subclause 12.1.6. CT1707017 PA A321 NEO EXECUTION [***] Confidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment.
12.2.4.4 In the event of that the Seller having shall have issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect shall offer to supply to the Buyer the necessary modification kit to the Buyer free of charge or under a pro rata formulaformula established by mutual agreement between the Buyer and the Seller. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent in respect of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause Subclause 12.2 shall be subject to the Buyer Buyer’s incorporating such modification in the relevant Aircraft, within a reasonable time, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT NEITHER A WARRANTY, PERFORMANCE GUARANTEE, OR NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER UNDER THIS SUBCLAUSE 12.2 IS TO FURNISH MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE FURNISH REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE SUBCLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE NONPERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDITMONETARY DAMAGES, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE NONPERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS SUBCLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. AVA - A320 Family PA AMENDED WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND RESTATEDGENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN SUBCLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.
Appears in 1 contract
General Conditions and Limitations. 12.2.4.1 The undertakings set forth in this Clause 12.2 shall be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably adequate to enable the Seller to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
(ii) the Buyer shall keep the Seller reasonably informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;
(iii) the Buyer shall comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs shall be as compatible as possible with the Buyer’s operational requirements and shall be carried out at the Buyer’s expense. Reports relating thereto shall be regularly furnished to the Seller;
(v) the Buyer shall report any breakage or defect in a Item in writing to the Seller within sixty (60) days [*****] after such breakage or defect becomes apparent, if whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall have provided to the Seller with reasonably sufficient detail about on the breakage or defect to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.. [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. AZU A320 NEO PA Reference CT1307022
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall be administered as provided for in, and shall be subject to the terms and conditions of, Clause 12.1.6.
12.2.4.4 In the event of the Seller having issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula[*****]. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT A WARRANTYThis Service Life Policy is neither a warranty, PERFORMANCE GUARANTEEperformance guarantee, OR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ARTnor an agreement to modify any Aircraft or Airframe components to conform to new developments occurring in the state of airframe design and manufacturing art after the Delivery Date. THE SELLER’S OBLIGATION HEREUNDER IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE The Seller’s obligation hereunder is to furnish only those corrections to the Items or provide replacements therefor as provided for in this Clause 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NONThe Buyer’s sole remedy and relief for the non-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDITperformance of any obligation or liability of the Seller arising under or by virtue of this Service Life Policy shall be in the form of a credit, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NONlimited to the amount the Buyer reasonably expends in procuring a correction or replacement for any Item that is the subject of a Failure covered by this Service Life Policy and to which such non-PERFORMANCE IS RELATEDperformance is related. AVA - A320 Family PA AMENDED AND RESTATEDThe Buyer hereby waives, releases and renounces all claims to any further damages, direct, incidental or consequential, including loss of profits and all other rights, claims and remedies, arising under or by virtue of this Service Life Policy.
Appears in 1 contract
Samples: Purchase Agreement (Azul Sa)
General Conditions and Limitations. 12.2.4.1 The undertakings set forth in this Clause 12.2 shall will be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall will maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably adequate to enable the Seller Seller, acting reasonably, to determine *****Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
(ii) the Buyer shall will keep the Seller reasonably informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;
(iii) the Buyer shall will comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall will implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller generally applicable and generally adopted by operators of the same model of aircraft. Such programs will be as compatible as possible with the Buyer’s operational requirements and will be carried out at the Buyer’s expense. Reports relating thereto will be regularly furnished to the Seller;
(v) the Buyer will report any breakage or defect in a Item in writing to the Seller within sixty (60) days ***** after such breakage or defect becomes apparentis discovered by Buyer, if whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall will have provided to the Seller with reasonably sufficient detail about on the breakage or defect to enable the Seller Seller, acting reasonably, to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall will be administered as provided for in, and shall will be subject to the terms and conditions of, Clause 12.1.6.
12.2.4.4 In the event of the Seller having issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula*****. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall will be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT NEITHER A WARRANTY, PERFORMANCE GUARANTEE, OR NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION HEREUNDER UNDER THIS CLAUSE 12.2 IS TO FURNISH MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE FURNISH REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL WILL BE IN THE FORM OF A CREDITCREDIT FOR GOODS AND SERVICES (NOT INCLUDING AIRCRAFT), LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN *****Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS CLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. AVA - A320 Family PA AMENDED WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND RESTATEDGENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN CLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.
Appears in 1 contract
General Conditions and Limitations. 12.2.4.1 The undertakings set forth given in this Clause 12.2 shall be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies remedy and the Seller’s obligations obligation and liabilities liability under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall maintain log books and other historical records in accordance with the applicable Aviation Authority requirements with respect to each Aircraft or Item, as applicable, reasonably Item adequate to enable the Seller to determine determination of whether the alleged Failure is covered by this Service Life Policy and, and if so, so to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
(ii) the Buyer shall keep the Seller reasonably informed of any significant incidents relating to an Aircraft, Aircraft howsoever occurring or recorded;
(iii) the Buyer shall comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall report carry out specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs shall be as compatible as possible with the Buyer’s operational requirements and shall be carried out at the Buyer’s expense. Reports relating thereto shall be regularly furnished to the Seller;
(v) in the case of any breakage or defect in a Item defect, the Buyer must have reported the same in writing to the Seller within sixty (60) days after such any breakage or defect in an Item becomes apparent, if apparent whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall have provided to informed the Seller with reasonably sufficient detail about of the breakage or defect in sufficient detail to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall be administered as provided for in, in and shall be subject to the terms and conditions of, of Clause 12.1.6.
12.2.4.4 In the event of that the Seller having shall have issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall be subject to the Buyer Buyer’s incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT A WARRANTYThis Service Life Policy is neither a warranty, PERFORMANCE GUARANTEEperformance guarantee, OR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ARTnor an agreement to modify any Aircraft or airframe components to conform to new developments occurring in the state of airframe design and manufacturing art. THE SELLER’S OBLIGATION HEREUNDER IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2The Seller’s obligation herein is to furnish only those corrections to the Items or provide replacement therefor as provided for in Clause 12.2.3. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NONA320 / A330 – TAM – 11/2006 “[* * *]” This information is subject to confidential treatment and has been omitted and filed separately with the commission. The Buyer’s sole remedy and relief for the non-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDITperformance of any obligation or liability of the Seller arising under or by virtue of this Service Life Policy shall be in monetary damages, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NONlimited to the amount the Buyer reasonably expends in procuring a correction or replacement for any Item which is the subject of a Failure covered by this Service Life Policy and to which such non-PERFORMANCE IS RELATEDperformance is related. AVA - A320 Family PA AMENDED AND RESTATEDThe Buyer hereby waives, releases and renounces all claims to any further damages, direct, incidental or consequential, including loss of profits and all other rights, claims and remedies, arising under or by virtue of this Service Life Policy.
Appears in 1 contract
General Conditions and Limitations. 12.2.4.1 The undertakings set forth given in this Clause 12.2 shall be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1. During the Warranty Period, all Items will be covered by the provisions of Clause 12.1.
12.2.4.2 The Buyer’s remedies remedy and the Seller’s obligations obligation and liabilities liability under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
(i) the Buyer shall maintain log books and other historical records with respect to each Aircraft or Item, as applicable, reasonably Item adequate to enable the Seller to determine determination of whether the alleged Failure is covered by this Service Life Policy and, and if so, so to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
(ii) the Buyer shall keep the Seller reasonably informed of any significant incidents relating to an Aircraft, Aircraft howsoever occurring or recorded;
(iii) the Buyer shall comply with the conditions of Clause 12.1.10; AVA - A320 Family PA AMENDED AND RESTATED;
(iv) the Buyer shall report carry out specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs shall be as compatible as possible with the Buyer’s operational requirements and shall be carried out at the Buyer’s expense. Reports relating thereto shall be regularly furnished to the Seller;
(v) in the case of any breakage or defect in a Item defect, the Buyer must have reported the same in writing to the Seller within sixty (60) [***] days after such any breakage or defect in an Item becomes apparent, if apparent whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer shall have provided to informed the Seller with reasonably sufficient detail about of the breakage or defect in sufficient detail to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
12.2.4.3 Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall be administered as provided for in, in and shall be subject to the terms and conditions of, of Clause 12.1.6.
12.2.4.4 In the event of that the Seller having shall have issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit to the Buyer free of charge or under a pro rata formula. If such a kit is so offered to the Buyer free of chargeBuyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall be subject to the Buyer Buyer’s incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.
12.2.4.5 THIS SERVICE LIFE POLICY IS NOT A WARRANTYThis Service Life Policy is neither a warranty, PERFORMANCE GUARANTEEperformance guarantee, OR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ARTnor an agreement to modify any Aircraft or airframe components to conform to new developments occurring in the state of airframe design and manufacturing art. THE SELLER’S OBLIGATION HEREUNDER IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR PROVIDE REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2The Seller’s obligation herein is to furnish only those corrections to the Items or provide replacement therefor as provided for in Clause 12.2.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NONThe Buyer’s sole remedy and relief for the non-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN THE FORM OF A CREDITperformance of any obligation or liability of the Seller arising under or by virtue of this Service Life Policy shall be in monetary damages, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NONlimited to the amount the Buyer y this reasonably expends in procuring a correction or replacement for any Item which is the subject of a Failure covered bService Life Policy and to which such non-PERFORMANCE IS RELATEDperformance is related. AVA - A320 Family PA AMENDED AND RESTATEDThe Buyer hereby waives, releases and renounces all claims to any further damages, direct, incidental or consequential, including loss of profits and all other rights, claims and remedies, arising under or by virtue of this Service Life Policy.
Appears in 1 contract
