Standard Term and Conditions

1. AGREEMENT

These Standard Terms govern the terms on which Bii agrees to provide service or services such as the Sale, Exchange or Loan of Parts to the Customer, the Repair of Unserviceable Units and Parts for the Customer. The Customer agrees to be exclusively bound by these Standard Terms and Conditions (the “Standard Terms”). These Standard Terms prevail over any terms and conditions referenced by Customer in connection to the provision of services from Bii. For the avoidance of doubt, acceptance by Bii of the Customer’s Order shall not constitute acceptance by Bii of any standard terms and conditions of the Customer. If a conflict arises between any of the terms in the following documents the Order of precedence shall be
(1) any written agreement signed by both parties, including but not limited to a general terms agreement, as amended from time to time; (2) any written terms on the face of the Exchange or Loan Order; (3) these Standard Terms.

2. DEFINITIONS

2.1 In these Standard Terms the following expressions (except where the context requires otherwise) have the following meanings:

“Bii” means British International Industries Ltd.
“Bii Facility” means Bii Headquarters, Units F1-F3, Star Industrial Estate, Star Road, Partridge Green, West Sussex. RH13 8RA, United Kingdom, unless expressly agreed otherwise.
“BER” means Beyond economic repair such that the cost of Repair of the Off unit exceeds 65% of the outright price.
“Brokered Repairs” means a transaction where the Customer requests Repair of their owned inventory and is not the result of an Exchange or Loan.
“Customer” means the purchaser of Parts, Repairs or services pursuant to a valid Order / contract or the party submitting an Exchange Order or Loan Order to Bii from time to time.
“Credit Agreement” means the agreement setting out the credit terms between Bii and the Customer for the Order(s).
“Dual Use” means the aircraft part can be installed on civil aircraft and also used for military purposes, as defined from time to time by US regulatory authorities.
“Exchange” means Bii provides the Customer with an Exchange Unit in exchange for an Off unit from the Customer
“Exchange Fee” means the fee for the Exchange as specified in the Exchange Order from Bii to Customer.
“Exchange Unit” means a Serviceable part that is supplied to the Customer by Bii in exchange for an Off Unit from the Customer.
“Late Fees” means the fees payable in accordance with the provisions of Clause 3.7
“LLP” means Life Limited Part
“Loan” means the loan of a Part or Parts from Bii to the Customer on the terms specified in a loan Order and these Standard Terms.
“Loan Fee” means the fee for the Loan as specified in the Loan Order.
“Loan Term” means the period of time a loan described in the relevant Loan Order.
“Loan Unit” means the part of the aircraft which is supplied by Bii to the Customer on Loan.
“Off Unit” means a part removed from an aircraft in need of Repair and / or overhaul which either (1) has been or is to be replaced by the Exchange Unit, or (2) has been sent directly to Bii for Repair management.
“Off Unit Return Time” means the time to return the Off Unit as specified in the Exchange Order.
“Outright Price” means the agreed price of an Exchange Unit or Loan Unit when converted to an outright sale or the customer supplied “Off Unit” is deemed BER as such converting the unit supplied by BII to the Customer as an Outright Sale.
“Outright Sale” means the outright sale of an Exchange Unit or Loan Unit by Bii to the Customer at the price specified in the corresponding quote, Exchange Agreement or Loan Agreement
“Order” means (a) any order submitted by the Customer for a Sale and / or Repair or (b) a loan or exchange order, in Bii’s standard format, submitted by the Customer to Bii. For the avoidance of doubt, order shall constitute a binding contract
“Parts” means any aircraft component part or parts specified in an Order.
“Repair” means any Unserviceable Off Unit that requires repair, overhaul, inspection, modification and / or testing arranged by Bii and “Repaired” shall be understood accordingly.
“Sale” means the Outright Sale of a part by Bii to the Customer and “Sold” shall be understood accordingly.
“Serviceable” means a part that meets all OEM and aviation authority specified standards for airworthiness, including in relation to its storage and has no known defects which would render it unfit for service.
“Units” means, together, Exchange Units and Off Units.
“Unserviceable” means not Serviceable.

3. GENERAL

3.1. All parts supplied by Bii shall be released in accordance with EASA /CAA and FAR regulations. Bii shall release Parts in accordance with CAAC regulations on request and where possible.

3.2. Unless the part is defective and agreed by Bii, Customer may not return to Bii for credit any Part specifically purchased by Bii from a third-party supplier for onward sale.

3.3. Unless prior advised or agreed in writing, in respect of Parts which are subject of a Sale, where such Part is in Serviceable condition (inspected, tested, Repaired or modified), it will be supplied to the Customer with a total of three (3) months warranty, where such part is in in overhauled condition, it will be supplied to the Customer with six (6) months warranty from the date of shipment.

3.4. Unless prior advised or agreed in writing, in respect to Parts which are subject of a Brokered Repair Order or a repair as a result of an Exchange or Loan Order such Parts are returned (a) in Serviceable condition, it will be returned to the Customer with a total of 3 months warranty and (b) in overhauled condition, it will be returned to the Customer with 6 months warranty from tag date on the on the specific work performed.

3.5. Bii reserves the right to charge the Exchange Fees plus fifteen percent (15%) if the Exchange Unit is returned unused.

3.6. In cases of Exchange Units or Loan Units requiring Repair, Bii shall charge the Customer cost of Repair plus a handling fee equal to fifteen percent (15%) of the Repair cost. Bii reserves the right to charge any additional workshop costs of repair including, but not limited to, parts, material and labour.

3.7. For Exchange Units that are returned after the specified Off Unit Time, Late Fees shall be payable as specified in the Exchange Order.

3.8. For Landing Gear / Engine related components which are Life Timed / Cycle limited, the Off Unit must have the same or less Hours / Cycles and if applicable, a longer date of expiration than the Original Exchange Unit. Customer agrees that if the returned Off Unit is older or has higher times / cycles then the supplied Original Exchange Unit, Bii reserves the right to reject the Off Unit and / or invoice additional pro-rate charges of 1/15th of the BER Price to compensate for the depreciation in Original Exchange Unit outright value.

3.9. For Escape Slides, Rafts and Cylinder, the Off Unit returned must have the Same or Newer Date of Manufacture than the Exchange Unit supplied by Bii. Otherwise Customer agrees to pay in additional to any other charges a further additional differential charge of 1/15th of the BER Price.

3.10. In the event the Customer requires an Inertial Reference Unit (IRU) or an Air Data Inertial Reference Unit (ADIRU) for fitment to an aircraft where such fitment shall take place outside of the European Union (EU), or if the Customer requesting the IRU or ADIRU is going to be using that part outside of the EU, the Customer shall complete an end user statement to confirm that such parts will not be used for any purpose connected with chemical, biological or nuclear weapons, or missiles capable of delivering such weapons, or any other military purpose (“End User Statement”). Bii will not ship any IRU’s or ADIRU’s until and electronic copy of the End User Statement has been completed and signed by the Customer and received by Bii. The Customer shall ensure an original copy of the End Statement is sent to Bii within two (2) weeks of the date of shipment. Should Bii not receive an original copy of the End User Statement within two (2) weeks of shipment, Bii shall charge the Customer a non-conformance fee of fifteen percent (15%) of the Loan Fee or Exchange Fee every two (2) week period thereafter until the statement has been received.

3.11. If an Off Unit is found to be BER, the Exchange Fee shall remain payable plus any Late Fees, Bii shall raise an invoice for the outright price, together with all workshop inspection charges plus a handling fee of fifteen percent (15%) of the Repair cost and transport costs. In the event the customer does not instruct Bii in writing as to what action should be taken in respect of the Off Unit within fourteen (14) days of the date of the BER quotation, title to the Off Unit shall automatically transfer to Bii.

3.12. If the Off Unit is returned to Bii with documentation that is not in compliance with clause 7.3 of these Standard Terms or otherwise not of the standard and level of completeness of that of the Exchange Unit supplied, Bii reserves the right to keep the exchange transaction open and charge Late Fees together with any other re-certification / overhaul charges which remain chargeable plus a handling fee of fifteen percent (15%) of the repair cost or convert the Exchange transaction to an outright sale.

3.13. Bii reserves the right to charge the Loan Fee even if the loan unit is returned unused. (unused statement & original release certificates must be provided)

3.14. Bii reserves the right to charge any additional workshop cost of Repair including, but not limited to, parts, material and labour with a handling fee of fifteen percent (15%) of the Repair cost, to the customer in addition to the Loan Fee.

3.15. The Customer agrees to respond to any quotation provided by Bii within five (5) calendar days of the date of issue. If the Customer fails to respond to the quotation within this period, the Customer agrees that the quotation is deemed accepted.

3.16. For Loan Units that are returned after the specified Loan Term, Loan Fees shall continue to be payable as specified in the Loan Order until the Loan is converted to an outright sale.

3.17. Bii will not accept Off Units which have trace to any sanctioned country, entity or person.

4. VALIDITY OF PRICE QUOTE

4.1. The price quoted by Bii for each Sale, Exchange or Loan is subject to prior sales and for Repair is based on the price of materials, labour and other prime costs of Bii, including the rate of exchange if applicable, and shall remain valid for acceptance by Customer for thirty days from date of quotation. If Customer has not accepted the quoted price within thirty (30) days, Bii reserves the right to revise the price quoted. All prices quoted shall be exclusive of any VAT payable.

5. PLACE OF DELIVERY

5.1. Unless agreed in writing prior to the provision of parts or services all parts shall be delivered Ex Works (Incoterms 2020) from the Bii facility or other facility as defined by Bii and the Customer shall reimburse any additional expense incurred by Bii due to the Customer not being ready or able to collect parts when requested to do so.

6. DELIVERY DATE

6.1. Bii will use reasonable endeavours to meet any delivery date requested by the Customer on an order. Bii will provide an estimated delivery date, on request by the Customer. Bii shall not be liable in any way in respect of late delivery howsoever caused nor shall failure to delivery in accordance with an estimated delivery date be deemed a breach of contract.

6.2. Unless stated otherwise in a Repair, Exchange or Loan Order, each Off Unit shall be delivered DDP (Incoterms 2020) to Bii’s facility.

6.3. Unless expressly defined on the BII order acknowledgement if an Off Unit is not received by Bii within fourteen (14) days of the date that Bii dispatches the Exchange Unit to the Customer, or the return of an Off Unit is not in compliance with Clauses 7.3 and 7.4 of these Standard Terms, Bii may at its option either (a) convert the Exchange Order to an Outright Sale; or (b) charge the Customer an additional Exchange Fee for each fourteen (14) day period or part thereof until the Off Unit is received by Bii in compliance with Clauses 7.2 and 7.20.

6.4. Unless agreed otherwise in writing, delays in the fulfilment of an Order shall entitle the Customer to (a) refuse to take delivery of the completed Order; or (b) claim damages; or (c) terminate these Standard Terms.

6.5. Notification about any shortages or lack of conformity shall be given in writing to Bii immediately after the Customer has discovered it and, in any event, no later than (7) days after delivery of the products or services. After this date, and even in the absence of a formal acceptance document, the products and services shall be deemed definitively accepted by the Customer.

7. PACKING, INSURANCE AND OTHER DOCUMENTATION REQUIREMENTS

7.1. Parts dispatched by Bii shall be in packaging suitable for worldwide transportation via road and air within the United Kingdom (ATA 300). Bii reserves the right to charge for any special packaging requirements of the Customer. Packing materials, containers, etc, provided by Bii are returnable. Where such packaging materials are charged as an extra, credit will be allowed if returned carriage has been paid and the packaging is received in good condition.

7.2. Customer shall maintain insurance appropriate to its operations and in accordance with best aviation industry practice and shall provide evidence of the same if requested by Bii.

7.3. The Customer shall provide by email to Bii full dispatch details of any Off Unit sent to Bii for Repair (AWB Number, Flight Number and Date) and shall ensure such Off Unit is accompanied by the following certification documents: Part Identification tag containing:

7.4. Part Number; Serial Number; Description.

7.5. Reason for removal; Date of removal; Registration of aircraft from which removed.

7.6. Aircraft hours / cycles when item removed

7.7. Hours / Cycles on items removed (hard time / life limited parts only).

7.8. TS1 fuel statement.

7.9. Packaging slip showing transfer of the Customer’s Part to Bii.

7.10. ATA spec 106 material certificate issued by FAA Part 121 / 129 / 135 carrier or FAA / EASA 145 approved maintenance facility or nationally approved (by the CAA) for an air carrier with a statement that:

7.11. The Off Unit was not procured from any Government or military source.

7.12. The Off Unit was produced by the Original Equipment Manufacturer.

7.13. The Off Unit is non-incident related and has not been subjected to severe stress or heat or immersed in salt water.

7.14. The Off Unit is fully traceable to one of the following approved sources:

7.15. FAA Part 121, 129, or 135 certified carrier.

7.16. Original Equipment Manufacturer.

7.17. FAA / CAA/EASA 145 approved maintenance facility; or

7.18. Foreign air carrier approved by a recognised national aviation airworthiness authority.

7.19. Full “back to birth” traceability documents for ultimate time / cycle life limited parts.

7.20. Core Units must be repairable and free of PMA material and non CMM repairs, be the same part number and mod status (or be capable of modification to the same status) as the Exchange Unit provided. Off units will be Repaired to the condition of the Exchange supplied.

7.21. In circumstances where the Customer wishes to return a Serviceable part to Bii instead of an Off Unit, having received written approval to do so, such part shall be accompanied by the following documentation: (a) an ATA spec 106 certificate in compliance with Clause 7.3.3 (b) a workshop report detailing any Repairs carried out to the part and (c) documentation tracing the part to the previous operator or, in respect of ultimate time / cycle life limited parts, full “back to birth” traceability documents, and (d) the Serviceable part will be fully interchangeable and be of the same or better standard to the one provided to the Customer by Bii. If the Customer fails to send all such required documentation, Bii shall have the right to send the part for recertification at the cost of the Customer.

7.22. The Customer must ensure that all aircraft toilet and kitchen Off Units are thoroughly cleaned at source before being returned to Bii. On the return to Bii, all such Off Units shall be adequately bagged and shall be accompanied by a statement saying that the Off Units have been cleaned. Bii will not accept, store or ship any aircraft toilet or kitchen units unless they have been adequately cleaned and packaged in this way. In the event that such an Off Unit is returned to Bii without being cleaned, Bii shall have the right to arrange for the Off Unit to be cleaned by a third party and recharge to the Customer all the costs incurred by Bii in cleaning the Off Unit, including any transportation costs.

8. PAYMENT TERMS

8.1. Customer shall pay all invoices within thirty (30) days of the date of the invoice unless prior advised or agreed at point of order acceptance. Time shall be of the essence in respect of all payments due from Customer to Bii pursuant to these terms. The Customer and Bii confirm that the settlement of any invoices may, at Bii’s discretion, be made via the IATA Clearing House.

8.2. If Customer wishes to dispute any invoiced amount, Customer shall notify Bii as soon as possible and in any event within seven (7) days of the date of invoice. If Customer does not notify Bii of a dispute within such time period, the invoice shall be deemed accepted. If Customer does notify Bii of a dispute in the timeframe required, Customer shall pay part of the invoice not in dispute when due. If representatives from the Customer and Bii cannot resolve any invoice dispute within seven (7) days, the parties shall follow the dispute resolution procedure in clause 15.

8.3. If Customer fails to make any payment due to Bii under these Standard Terms by the due date for payment, then Customer shall pay interest on the overdue amount at the rate of twelve percent (12%) per annum above Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. Customer shall pay the interest together with the overdue amount and any applicable fixed sums in accordance with the relevant law.

8.4. Bii reserves the right to require the Customer to pay Bii deposit of the BER value and Exchange fee before the Exchange or Loan Unit is shipped to the Customer to cover the non-return of the Off Unit and its Repair, such deposit to be specified in the applicable Exchange or Loan Order. Customer hereby grants to Bii by way of security a legal repairer’s lien in respect of all property owned by Customer in the possession of Bii or any of Bii’s affiliates or subcontractors, at any time (including Customers beneficial rights in any property leased by Customer) (“Customer’s Property”), to secure all amounts owed by Customer to Bii hereinunder or pursuant to any other agreement between Customer and Bii.

8.5. Customer acknowledges Bii has the legal right to assert such repairer’s lien (or any other statutory or common law liens applicable in law (foreign or domestic) against the Customer’s property in its possession, following performance of services for which payment has not been received by Bii. If Customer fails to tender payment owing under any agreement with Bii (or any of its affiliates), Bii shall have the right to retain Customer’s property until such a time as payment has been made. By accepting these Standard Terms, Customer acknowledges that it has granted a power of sale to Bii in respect of Customer’s property in Bii’s possession which may be exercised by Bii in the event that any amount owed to Bii (or any affiliate of Bii) remains payable sixty (60) days after the date of the original invoice in respect of the services delivered.

9. FORCE MAJEURE

9.1. Neither Bii nor Customer shall be in breach of these Standard Terms nor liable for any delay in performing, or failure to perform, any of its obligations under these Standard Terms if such delay or failure results from events, circumstances or causes beyond its reasonable control, and in such circumstances the affected party shall be entitled to a reasonable extension of the time of performing such obligations, provided that if the period of delay or non-performance continues for six (6) months the party not affected may terminate these Standard Terms by giving fourteen (14) days’ written notice to the other party.

10. CONFIDENTIALITY

10.1. Customer undertakes that it shall not disclose to any third party any information concerning the business, affairs, customers, clients or suppliers of the other party or the contents of any written agreement between the parties, except as required by law or with the written consent of the other party.

11. LIABILITY

11.1. Bii makes no warranty or representation of any kind with respect to any Sale, Repair, Exchange or Loan as to merchantability, fitness for purpose, condition, quality, material design suitability, workmanship or operation of any kind or nature. All other conditions, warranties or representations expressed or implied (save for the conditions implied by section 12 of the Sale of Goods Act 1979), statutory or otherwise are, to the fullest extent permitted by law, expressly excluded.

11.2. Nothing in these conditions excludes or limits the liability of Bii (a) for death or personal injury, (b) for any matter which it would be illegal for Bii to exclude or attempt to exclude its liability, or for fraud or fraudulent misrepresentation.

11.3. Neither party shall be liable to the other one for:

11.4. Any indirect, special or consequential loss or damage; or

11.5. Loss of data or other equipment or property; or

11.6. Economic loss or damage; or

11.7. Incurring of liability for loss or damage of any nature whatsoever suffered by third parties, other than death or personal injury (including in each case incidental and punitive damages); or

11.8. Any loss of actual or anticipated profit, interest, revenue, anticipated savings or business or damage to goodwill, including any AOG related losses or claims of any kind.

11.9. Bii’s total liability in contract (including for any statutory interest payable), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Standard Terms (including for any statutory interest payable) shall be limited to the Order value.

11.10. The Customer indemnifies and holds Bii harmless against all taxes (other than corporation tax of Bii), levies, duties, charges, assessments or withholdings of any nature for which Bii may be liable by operation of these Standard Terms and for any legal costs incurred by Bii in enforcing any of its rights in respect of these Standard Terms

12. CANCELLATIONS

12.1 The customer may cancel any Order without charge if it notifies Bii of the cancellation, in writing: a) for a Sale, prior to the shipping of the Part from Bii’s own stock or from a third-party supplier’s stock which has been procured by the Bii specifically for Customer’s Order, b) for Repairs, prior to Bii’s receipt of the Part, or C) for an Exchange or Loan, if; (i) the Exchange Unit or Loan Unit is already in stock at an Bii facility at the date of the Exchange Order or Loan Order and (ii) the Customer notifies Bii of the cancellation in writing, prior to notification by Bii to Customer that the Exchange Unit or Loan Unit is ready for dispatch. Notwithstanding Customer’s right to cancel an Order under this clause. Bii reserves the right to charge a restocking fee with respect to cancelled Sale Orders.

12.2 If, in order to satisfy the Customer’s Exchange Order or Loan Order, Bii has been required to order the Exchange Unit or Loan Unit from a third party supplier, and the Customer wishes to cancel the Exchange Order or Loan Order prior to dispatch of the Exchange Unit or Loan Unit, the Customer shall notify Bii in writing. Bii reserves the right to re-charge the Customer for restocking fees incurred in obtaining the Exchange Unit or Loan Unit from a third party supplier.

12.3 Bii shall be entitled to suspend or cancel further Sales or Repairs under this and / or any other agreement between the parties hereto if the Customer:

12.3.1 fails to take delivery of any Parts or of any Loan Unit or Exchange Unit ordered and made available to it;

12.3.2 is in breach of Clause 14 (Import and Export Licences and Regulations);

12.3.3 fails to pay any amount due under these Standard Terms or the Credit Agreement within seven days of the due date; or

12.3.4 becomes bankrupt or suffers any similar or analogous action in consequences of any unpaid debt to any person of company.

12.4 On cancellation:

12.4.1 Bii shall have the right to re-take possession of any Part that has not been paid for or, in respect of a Repair which has not been paid for, to retain possession of any Party by way of a repairer’s lien; and

12.4.2 The Customer shall immediately pay all fees and charges properly falling due under these Standard Terms or any relevant Credit Agreement.

13. PASSING OF RISK AND TITLE

13.1.1. All Parts are at the risk of the Customer from delivery Ex Works (Incoterms 2020) the Bii facility. Parts Repaired are at the risk of the Customer until received by the Exchange Order) if the Unit has to be replaced. Bii Delivered Duty Paid (Incoterms 2020) Bii Facility. If the Customer loses or damages a Unit whilst in its care, custody or control, it shall be responsible for either the cost of the Repair or if the Unit is deemed BER shall pay the replacement value (as defined in the exchange order) if the unit has to be replaced.

13.1.2. The Customer agrees and warrants that title of ownership of:

13.1.3. Parts sold by Bii shall remain with and be vested in Bii until Bii has received from the Customer full payment in accordance with these Standard Terms

13.1.4. Parts Exchanged shall remain with and be vested in Bii until Bii has received from the Customer full payment in accordance with these Standard Terms or until such a time as the Exchange Unit is installed on the Customer’s aircraft (whichever is the earlier) at which point in time Bii shall pass full legal and beneficial title of the Exchange Unit to Customer and Customer shall automatically and simultaneously pass full legal and beneficial title to ownership of the Off Unit to Bii. In the event that an Off Unit is BER, title shall transfer in accordance with Clause 3.9.

13.1.5. Any Loan unit shall remain at all times with Bii, free from all liens and encumbrances other than any security interest created by or through Bii and the Customer shall have no right, title or interest in or to the Loan Unit except as authorised and permitted by these Standard Terms. The Customer agrees not to sell or pledge the Loan Unit or allow the Loan Unit to be the subject of any lien or encumbrance.

14. IMPORT AND EXPORT LICENCES AND REGULATIONS AND SANCTIONS

14.1.1. As the recorder, importer and exporter of the Parts, the Customer will be responsible for obtaining any import licence, export licence, exchange, loan, permit or other required governmental authorisation relating to the Units and shall be responsible for complying with all U.K and foreign government licencing and reporting requirements in connection with these Standard Terms. If required by Bii, the Customer shall make any such licences and authorisations available to Bii prior to the relevant Order shipment. Bii will have no liability for any non-renewal, denial, restriction or delay in respect of any Customer application for a licence, permit or authorisation.

14.1.2. The parties agree that any Parts pursuant to these Standard Terms may be subject to (i) both U.S Export Administration Regulations, the International Traffic in Arms Regulations and other export control requirements of the U.S., the United Kingdom or the European Union (collectively the “Export Regulations”) and (ii) any international sanctions imposed by the U.S.A., the EU or the U.K (“Sanctions”). In respect of any Part which is the subject of a transaction pursuant to these terms, the Customer agrees not to:

14.1.3. dispose of any U.S. origin items classified by the U.S. by the U.S. Department of Commerce’s Bureau of Industry and Security as Dual Use items other than in the country of destination, as identified in any government licence or authorisation for the Part: and

14.1.4. lease , exchange or dispose of any items to any country, company or individual that is either (i) required by any Export Regulations to hold a licence to receive goods (and does not hold the required licence); or (ii) is prohibited from receiving exports by Export Regulations, as amended from time to time including but not limited to; Iran, Cuba, Syria, North Korea, Russia or Sudan.

14.1.5. Sell, supply, transfer or export any Parts in contravention with any Sanctions in place from time to time.

14.1.6. Each party to these Standard Terms shall comply with all applicable laws, statutes and regulations applicable to it.

15. DISPUTE RESOLUTION, LAW AND JURISDICTION

15.1.1. All disputes arising out of or in connection with these Terms and Conditions or an Order shall, to the extent possible, be settled amicably by negotiation between the Chief Executive Officer or designate of Bii and the Chief Executive Officer, Chief Commercial Officer, Chief Commercial Officer or Chief Operations Officer of the Customer within thirty (30) days from the date of written notice by either party of the existence of such a dispute and, failing such amicable settlement, shall be finally resolved (a) if the Customer is from a country which has ratified the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958) (the “New York Convention”), by arbitration under the London Court of International Arbitration Rules, which are deemed to be incorporated by reference into this Clause where the number of arbitrators shall be one, the language of the arbitration shall be English and the seat of arbitration shall be London, England; or (b) if the Customer has not ratified the New York Convention, the dispute shall be subject to exclusive jurisdiction of the English courts.

15.1.2. This agreement, and any dispute arising from it (including non-contractual disputes or claims) shall be interpreted in accordance with the laws of England and Wales.

15.1.3. Any Customer incorporated outside of the EU shall provide either a UK address for service of process or shall appoint a process agent in the U.K. as a condition precedent to being granted credit by Bii. Customer shall notify Bii of such address on signature of the Exchange / Repair Agreement.

16. MISCELLANEOUS

16.1.1. Bii and the Customer declare that they each have the right, power and authority, and have taken all action necessary, to execute and deliver and to exercise their rights and perform their obligations under these Standard Terms

16.1.2. Unless and until Bii and Customer expressly agree otherwise in writing, these Standard Terms and the relevant Order contain the entire agreement between the parties with respect to the subject matter. Each of Bii and the Customer acknowledges that, in entering these Standard Terms, it has not relied on, and shall have no right to remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these Standard Terms. Nothing in this Clause shall limit or exclude and liability for fraud.

16.1.3. Any amendment, variation or modification of these Standard Terms shall be ineffective unless made in writing and signed by an authorised representative of each party.

16.1.4. Subject to Clause 8.2 the Customer shall not be entitled to withhold payment of any sums after the become due by reason of any right set-off or counterclaim which the Customer may not have or wish to have for any other reason whatsoever. Bii shall be entitled to set-off any Customer funds held on deposit against any amounts due payable (and remaining unpaid) under these Standard Terms

16.1.5. If any provision of these Standard Terms (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed not to form part of these Standard Terms, and the validity and enforceability of the other provisions of these Standard Terms shall not be affected. In addition, if a part of the Standard Terms becomes invalid, the parties will endeavour in good faith to reach agreement on a replacement provision that with reflect, as nearly as possible, the intent of the original provision.

16.1.6. The Customer shall not assign, transfer or sub-contract any order to any third party without Bii’s prior written consent.

16.1.7. The parties to these Standard Terms do not intend by these Standard Terms to confer any rights whatsoever on any other party. Accordingly, these parties hereby expressly exclude the provisions of the Contracts (Rights of Third Parties) Act 1999 (or re-enactment thereof).

16.1.8. Where the Customer delivers any other Standard Terms and conditions to Bii in respect of an Order, these Standard Terms and Conditions of Supply shall prevail.