Common use of Without prejudice to the Buyer Clause in Contracts

Without prejudice to the Buyer. s obligations hereunder, in order to facilitate the development of the BFE Engineering Definition, the Seller shall organize meetings between the Buyer and BFE Suppliers. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within the defined timeframe. In addition, throughout the development phase and up to Delivery of the Aircraft to the Buyer, the Buyer agrees: • to monitor the BFE Suppliers and ensure that they shall enable the Buyer to fulfil its obligations, including but not limited to those set forth in the Customization Milestone Chart; • that, should a timeframe, quality or other type of risk be identified at a given BFE Supplier, the Buyer shall allocate resources to such BFE Supplier so as not to jeopardize the industrial schedule of the Aircraft; • for major BFE, including, but not being limited to, seats, galleys and IFE (“Major BFE”) to participate on a mandatory basis in the specific meetings that take place between BFE Supplier selection and BFE delivery, namely: ◦ Preliminary Design Review (“PDR”), ◦ Critical Design Review (“CDR”); • to attend the First Article Inspection (“FAI”) for the first shipset of all Major BFE. Should the Buyer not attend such FAI, the Buyer shall delegate the FAI to the BFE Supplier and confirmation thereof shall be supplied to the Seller in writing; • to attend the Source Inspection (“SI”) that takes place at the BFE Supplier’s premises prior to shipping, for each shipset of all Major BFE. Should the Buyer not attend such SI, the Buyer shall delegate the SI to the BFE Supplier and confirmation thereof shall be brought to the Seller in writing. Should the Buyer not attend the SI, the Buyer shall be deemed to have accepted the conclusions of the BFE Supplier with respect to such SI. The Seller shall be entitled to attend the PDR, the CDR and the FAI. In doing so, the Seller’s employees shall be acting in an advisory capacity only and at no time shall they be deemed to be acting as Buyer's employees or agents, either directly or indirectly. 18.1.4.1 The BFE shall be imported into FRANCE or into GERMANY by the Buyer under a suspensive customs system ("Régime de l'entrepôt douanier ou régime de perfectionnement actif " or "Zollverschluss") without application of any French or German tax or customs duty, and shall be Delivered At Place (DAP) according to the Incoterms, to the following shipping addresses: AIRBUS OPERATIONS S.A.S. 000 Xxxxx xx Xxxxxxx 00000 XXXXXXXX XXXXXX or AIRBUS OPERATIONS GmbH Xxxxxxxxx 00 00000 XXXXXXX XXXXXXX or such other location as may be specified by the Seller. 18.1.4.2 BFE delivered to the Seller’s Affiliate in Mobile, Alabama, as may be specified by the Seller pursuant to Clause 18.1.4.1, will be shipped according to the Incoterms 2010 “Delivered Duty Paid” Airbus Americas, Inc., Mobile, Alabama.

Appears in 1 contract

Samples: A320 Family Purchase Agreement (Spirit Airlines, Inc.)

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Without prejudice to the Buyer. s obligations hereunder, in order to facilitate the development of the BFE Engineering Definition, the Seller shall organize meetings between the Buyer and BFE Suppliers. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within the defined timeframe. In addition, throughout the development phase and up to Delivery of the Aircraft to the Buyer, the Buyer agrees: • to monitor the BFE Suppliers and ensure that they shall enable the Buyer to fulfil its obligations, including but not limited to those set forth in the Customization Milestone Chart; • that, should a timeframe, quality or other type of risk be identified at a given BFE Supplier, the Buyer shall allocate resources to such BFE Supplier so as not to jeopardize the industrial production schedule of the Aircraft; • for major BFE, including, but not being limited to, seats, galleys and IFE (“Major BFE”) to participate on a mandatory basis in the specific meetings that take place between BFE Supplier selection and BFE delivery, namely: ¡ Preliminary Design Review (“PDR”), ¡ Critical Design Review (“CDR”); • to attend the First Article Inspection (“FAI”) for the first shipset of all Major BFE. Should the Buyer not attend such FAI, the Buyer shall delegate the FAI to the BFE Supplier and confirmation thereof shall be supplied to the Seller in writing; • to attend the Source Inspection (“SI”) that takes place at the BFE Supplier’s premises prior to shipping, for each shipset of all Major BFE. Should the Buyer not attend such SI, the Buyer shall delegate the SI to the BFE Supplier and confirmation thereof shall be brought to the Seller in writing. Should the Buyer not attend the SI, the Buyer shall be deemed to have accepted the conclusions of the BFE Supplier with respect to such SI. The Seller shall be entitled to attend the PDR, the CDR and the FAI. In doing so, the Seller’s employees shall be acting in an advisory capacity only and at no time shall they be deemed to be acting as Buyer's ’s employees or agents, either directly or indirectly. 18.1.4.1 The BFE shall be imported into FRANCE or into GERMANY by the Buyer under a suspensive customs system ("Régime de l'entrepôt douanier ou régime de perfectionnement actif " or "Zollverschluss") without application of any French or German tax or customs duty, and shall be Delivered At Place (DAP) according to the Incoterms, to the following shipping addresses: AIRBUS OPERATIONS S.A.S. 000 Xxxxx xx Xxxxxxx 00000 XXXXXXXX XXXXXX or AIRBUS OPERATIONS GmbH Xxxxxxxxx 00 00000 XXXXXXX XXXXXXX or such other location as may be specified by the Seller. 18.1.4.2 BFE delivered to the Seller’s Affiliate in Mobile, Alabama, as may be specified by the Seller pursuant to Clause 18.1.4.1, will be shipped according to the Incoterms 2010 “Delivered Duty Paid” Airbus Americas, Inc., Mobile, Alabama.

Appears in 1 contract

Samples: Purchase Agreement (Azul Sa)

Without prejudice to the Buyer. s obligations hereunder, in order to facilitate the development of the BFE Engineering Definition, the Seller shall will organize meetings between the Buyer and BFE Suppliers. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within a timeframe specified by the defined timeframeSeller. In addition, throughout the development phase and up prior to Delivery of the Aircraft to the Buyer, the Buyer agrees: • : (i) to monitor the BFE Suppliers and ensure that they shall will enable the Buyer to fulfil its obligations, including but not limited to those set forth in the Customization Milestone Chart; • ; (ii) that, should a timeframe, quality or other type of risk be identified at a given BFE Supplier, the Buyer shall will allocate resources to such BFE Supplier so as not to jeopardize the industrial schedule of the Aircraft; • ; (iii) for major BFE, including, but not being limited to, seats, galleys and IFE (“Major BFE”) to participate on a mandatory basis in the specific meetings that take place between BFE Supplier selection and BFE delivery, namely: ◦ : (a) Preliminary Design Review (“PDR”), ◦ , (b) Critical Design Review (“CDR”); • ; (iv) to attend the First Article Inspection (“FAI”) for the first shipset of all Major BFE. Should the Buyer not attend such FAI, the Buyer shall will delegate the FAI to the BFE Supplier thereof and confirmation thereof shall will be supplied to the Seller in writing; • ; (v) to attend the Source Inspection (“SI”) that takes place at the BFE Supplier’s premises prior to shipping, for each shipset of all Major BFE. Should the Buyer not attend such SI, the Buyer shall will delegate the SI to the BFE Supplier and confirmation thereof shall will be brought supplied to the Seller in writing. Should the Buyer not attend the SI, the Buyer shall will be deemed to have accepted the conclusions of the BFE Supplier with respect to such SI. The Seller shall will be entitled to attend the PDR, the CDR and the FAI. In doing so, the Seller’s employees shall will be acting in an advisory capacity only and at no time shall will they be deemed to be acting as Buyer's ’s employees or agents, either directly or indirectly. 18.1.4.1 The BFE shall be imported into FRANCE or into GERMANY by the Buyer under a suspensive customs system ("Régime de l'entrepôt douanier ou régime de perfectionnement actif " or "Zollverschluss") without application of any French or German tax or customs duty, and shall be Delivered At Place (DAP) according to the Incoterms, to the following shipping addresses: AIRBUS OPERATIONS S.A.S. 000 Xxxxx xx Xxxxxxx 00000 XXXXXXXX XXXXXX or AIRBUS OPERATIONS GmbH Xxxxxxxxx 00 00000 XXXXXXX XXXXXXX or such other location as may be specified by the Seller. 18.1.4.2 BFE delivered to the Seller’s Affiliate in Mobile, Alabama, as may be specified by the Seller pursuant to Clause 18.1.4.1, will be shipped according to the Incoterms 2010 “Delivered Duty Paid” Airbus Americas, Inc., Mobile, Alabama.

Appears in 1 contract

Samples: Purchase Agreement (Frontier Group Holdings, Inc.)

Without prejudice to the Buyer. s obligations hereunder, in order to facilitate the development of the BFE Engineering Definition, the Seller shall organize meetings between the Buyer and BFE Suppliers. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within the defined timeframe. In addition, throughout the development phase and up to Delivery of the Aircraft to the Buyer, the Buyer agrees: • to monitor the BFE Suppliers and ensure that they shall enable the Buyer to fulfil its obligations, including but not limited to those set forth in the Customization Milestone Chart; • that, should a timeframe, quality or other type of risk be identified at a given BFE Supplier, the Buyer shall allocate resources to such BFE Supplier so as not to jeopardize the industrial schedule of the Aircraft; • for major BFE, including, but not being limited to, seats, galleys seats and IFE (“Major BFE”) to participate on a mandatory basis in the specific meetings that take place between BFE Supplier selection and BFE delivery, namely: Preliminary Design Review (“PDR”), Critical Design Review (“CDR”); • to attend the First Article Inspection (“FAI”) for the first shipset of all Major BFE. Should the Buyer not attend such FAI, the Buyer shall delegate the FAI to the BFE Supplier and confirmation thereof shall be supplied to the Seller in writing; • to attend the Source Inspection (“SI”) that takes place at the BFE Supplier’s premises prior to shipping, for each shipset of all Major BFE. Should the Buyer not attend such SI, the Buyer shall delegate the SI to the BFE Supplier and confirmation thereof shall be brought to the Seller in writing. Should the Buyer not attend the SI, the Buyer shall be deemed to have accepted the conclusions of the BFE Supplier with respect to such SI. The Seller shall be entitled to attend the PDR, the CDR and the FAI. In doing so, the Seller’s employees shall be acting in an advisory capacity only and at no time shall they be deemed to be acting as Buyer's ’s employees or agents, either directly or indirectly. 18.1.4.1 The BFE shall be imported into FRANCE or into GERMANY by . [***] Represents material which has been redacted and filed separately with the Buyer Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under a suspensive customs system ("Régime de l'entrepôt douanier ou régime de perfectionnement actif " or "Zollverschluss") without application the Securities Act of any French or German tax or customs duty, and shall be Delivered At Place (DAP) according to the Incoterms, to the following shipping addresses: AIRBUS OPERATIONS S.A.S. 000 Xxxxx xx Xxxxxxx 00000 XXXXXXXX XXXXXX or AIRBUS OPERATIONS GmbH Xxxxxxxxx 00 00000 XXXXXXX XXXXXXX or such other location as may be specified by the Seller. 18.1.4.2 BFE delivered to the Seller’s Affiliate in Mobile, Alabama1933, as may be specified by the Seller pursuant to amended CT1307579 A320neo Family PA – March 2015 Clause 18.1.4.1, will be shipped according to the Incoterms 2010 “Delivered Duty Paid” Airbus Americas, Inc., Mobile, Alabama.18 - Page 72 of 246

Appears in 1 contract

Samples: Purchase Agreement (Avianca Holdings S.A.)

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Without prejudice to the Buyer. s obligations hereunder, in order to facilitate the development of the BFE Engineering Definition, the Seller shall will organize meetings between the Buyer and BFE SuppliersSuppliers on reasonable advance notice. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within a timeframe reasonably specified by the defined timeframeSeller. In addition, throughout the development phase and up prior to Delivery of the Aircraft to the Buyer, the Buyer agrees: • : (i) to monitor the BFE Suppliers and seek to ensure that they shall will enable the Buyer to fulfil its obligations, including but not limited to those set forth in the Customization Milestone Chart; • ; (ii) that, should a timeframe, quality or other type of risk be identified at a given BFE Supplier, the Buyer shall will allocate resources to such BFE Supplier so as not to jeopardize the industrial schedule of the Aircraft; • ; (iii) for major BFE, including, but not being limited to, seats, galleys and IFE (“Major BFE”) to participate on a mandatory basis in the specific meetings that take place between BFE Supplier selection and BFE delivery, namely: ◦ : (a) Preliminary Design Review (“PDR”), ◦ , (b) Critical Design Review (“CDR”); • ; (iv) to attend the First Article Inspection (“FAI”) for the first shipset of all Major BFE. Should the Buyer not attend such FAI, the Buyer shall will delegate the FAI to the BFE Supplier thereof and confirmation thereof shall will be supplied to the Seller in writing; • ; (v) to attend the Source Inspection (“SI”) that takes place at the BFE Supplier’s premises prior to shipping, for each shipset of all Major BFE. Should the Buyer not attend such SI, the Buyer shall will delegate the SI to the BFE Supplier and confirmation thereof shall will be brought supplied to the Seller in writing. Should the Buyer not attend the SI, the Buyer shall will be deemed to have accepted the conclusions of the BFE Supplier with respect to such SI. The Seller shall will be entitled to attend the PDR, the CDR and the FAI. In doing so, the Seller’s employees shall will be acting in an advisory capacity only and at no time shall will they be deemed to be acting as Buyer's ’s employees or agents, either directly or indirectly. 18.1.4.1 The BFE shall be imported into FRANCE or into GERMANY by the Buyer under a suspensive customs system ("Régime de l'entrepôt douanier ou régime de perfectionnement actif " or "Zollverschluss") without application of any French or German tax or customs duty, and shall be Delivered At Place (DAP) according to the Incoterms, to the following shipping addresses: AIRBUS OPERATIONS S.A.S. 000 Xxxxx xx Xxxxxxx 00000 XXXXXXXX XXXXXX or AIRBUS OPERATIONS GmbH Xxxxxxxxx 00 00000 XXXXXXX XXXXXXX or such other location as may be specified by the Seller. 18.1.4.2 BFE delivered to the Seller’s Affiliate in Mobile, Alabama, as may be specified by the Seller pursuant to Clause 18.1.4.1, will be shipped according to the Incoterms 2010 “Delivered Duty Paid” Airbus Americas, Inc., Mobile, Alabama.

Appears in 1 contract

Samples: Letter Agreement (Frontier Group Holdings, Inc.)

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