Standard Exclusions / Conditions & General Conditions Of Sale

Please take your time to read the following for the acceptance of work to be undertaken by STC Twenty One.

Standard Exclusions / Conditions

  1. Pricing is based on the statement of work as detailed in this proposal. The customer should satisfy themselves that the statement of work is correct before providing a Purchase Order. Issuance of a Purchase Order shall indicate acceptance of the statement of work by the customer.
  1. Unless otherwise stated, the pricing indicated is fixed and firm. Pricing will not be altered unless agreed in writing with the customer. This must be supported with a variation to the customer’s initial Purchase Order, or new order as appropriate.
  1. It is not always possible to guarantee the classification of the design change or repair at the proposal stage. STC Twenty One Limited will notify any change to the classification of the design change or repair as soon as practicable to the customer if it is likely to result in additional changes and/or lead times.
  1. If a deposit is required, this will be stated in the payment schedule. In cases where a deposit is required, STC Twenty One Limited will issue an invoice. This invoice will contain pertinent STC Twenty One Limited bank details. Unless otherwise stated this deposit will be non-refundable.
  1. Acceptable forms of payment are as follows: –

a) Cheque in UK Pounds Sterling

b) Bank Transfer (UK Pounds Sterling)

c) Bank Transfer (US Dollars) – if the proposal pricing and/or invoice is in US Dollars

d) Bank Transfer (Euro) – if the proposal pricing and/or invoice is in Euro

  1. Work will not commence until STC Twenty One Limited is in receipt of all requested data, purchase order and if applicable cleared deposit funds. STC Twenty One Limited cannot guarantee delivery dates until such time.
  1. The proposal price and timescales are based on the understanding that STC Twenty One Limited will be afforded full access to the aircraft and furnished with all technical data associated with the basic build standard and subsequent approved modifications embodied since build applicable to the statement of work within the commercial proposal.
  1. In the case of STC projects, STC Twenty One Limited cannot guarantee certification lead times that may be affected by the availability of UK CAA specialists to review STC Twenty One Limited certification data. However, every endeavour will be made to ensure that UK CAA certification lead times are minimised as far as possible.
  1. Unless invited to do so, the customer must not deal directly with UK CAA on STC issues. STC Twenty One Limited as the applicant will not be held responsible for any delays resulting from unauthorised discussions between UK CAA and the customer.
  1. The NRE pricing is based on the effort to design and certify a change/repair for a particular aircraft having a known build and modification standard. This is referred to as the “lead aircraft”. The design change/repair will not be started until the serial number of the lead aircraft has been agreed. Any changes to the lead aircraft after agreement may be subject to a pricing review. No re-engineering will commence until pricing and lead time has been agreed between STC Twenty One Limited and the customer.
  1. STC License pricing is applicable for one (1) aircraft only. Additional licenses must be purchased for larger fleets. The customer is responsible for specifying the aircraft tail numbers on the purchase order and must identify the lead aircraft as soon as possible.
  1. RE pricing to add tail numbers (on a per aircraft tail basis) covers additional continuing airworthiness liability and administrative charges to add the design change/repair approval effectivity. This covers such tasks as manual updates and re-issue of statements of approved design data. The RE pricing associated with the addition of aircraft tail numbers is based on the assumption that follow-on aircraft are fully compatible with the lead aircraft previously modified IAW the design change/repair (i.e. use of “as-is” data). Any alterations required to the design change/repair resulting from compatibility issues will be subject to a pricing review. No re-engineering will commence until pricing and lead time has been agreed between STC Twenty One Limited and the customer. This agreement shall be in writing and recorded as a variation to the initial purchase order, or new order as appropriate.
  1. Aircraft added after issue of the Customer’s Purchase Order or initial approval release will be subject to RE charges, on a per tail basis, following a review of the aircraft compatibility with the statement of work / approved Change.
  1. For customers with large fleets i.e. greater than 25 aircraft, consideration will be given regarding the RE charges where the NRE, in the first instance, is very small. This will be on a discretionary basis and will be agreed with the customer prior to issue of a purchase order. Such an agreement must be documented on the customer’s Purchase Order referring to a contract, email or other document agreeing to the discretionary reduction in the RE charges.
  1. STC Twenty One Limited may require an aircraft survey before starting the design change. If a survey is required, STC Twenty One Limited will comply with local Health & Safety requirements whilst on board the aircraft. The customer or their nominated representative(s) are responsible for the provision of suitable safety equipment, e.g. working at height. STC Twenty One Limited should be afforded the necessary time and access when carrying out a survey. This should be arranged and agreed in advance and unhindered by the operational needs of the customer.

Note:    Unless otherwise specified in the statement of work (Section 1 of the commercial proposal) NRE does not include survey charges. These are additional and are as specified in the RE section of this estimate proposal.

  1. STC Twenty One Limited is required to witness post installation testing or perform aircraft inspections as part of the certification process for demonstration of compliance. STC Twenty One Limited should be afforded the necessary time and access when carrying out such tasks. This should be arranged and agreed in advance and unhindered by the operational needs of the customer. Under some circumstances, it may be possible to delegate a test witness. This shall be agreed on a case-by-case basis. In the case where the aircraft or aircraft modification is incomplete, STC Twenty One Limited reserves the right to cancel the inspection or test witnessing and additional travel and expenses costs will be borne by the customer.

Note:    Unless otherwise specified in the statement of work (Section 1 of the commercial proposal) NRE does not include witnessing. These are additional and are as specified in the RE section of this estimate proposal.

  1. STC Twenty One Limited reserves the right to charge additional Technical Support and associated expenses for any aircraft visit where the aircraft is not ready and in a satisfactory state for completion of the required visit.
  1. NRE pricing includes the technical support detailed within the statement of work (Section 1 of the commercial proposal). Any out-of-pocket expenses associated with the technical support is not included within the NRE pricing and a budget will be required to be accounted for by the customer.
  1. Pricing does not include the following: –

a) Additional aircraft surveys / visits for certification requirements;

b) Environmental test witnessing (e.g. DO-160), unless stated within the commercial proposal;

c) Flammability test witnessing, unless stated within the commercial proposal;

d) Other non-aircraft based test witnessing;

e) On-site support during installations, unless stated within the commercial proposal;

f) Follow on ground/flight and compliance inspections;

g) Changes to the design to support production easement or customer requested changes after the statement of work has been agreed of after CDR.

h) The provision of installation kits or mock up jigs;

i) The provision of installation manpower;

j) The provision of components or parts;

k) The provision of flight test personnel (if applicable);

l) Costs associated with testing or test equipment that may be required for demonstration of compliance with UK CAA requirements;

m) Costs associated obtaining proprietary data from Type/Supplemental Type Certificate Holders, equipment suppliers and equipment manufacturers;

n) UK CAA & EASA charges (STC Projects & AFM Approvals Only).

  1. The customer is responsible for the cost and, as required, the provision of the following: –

a) Aircraft Manuals;

b) Component Maintenance Manuals;

c) Aircraft Test Equipment;

d) Flammability Testing – See Note Below;

e) Component Testing – See Note Below;

f) Flight Test Personnel & Associated Costs (including fuel) – See Note Below;

g) Personal Insurance During Flight Test;

h) Type Certificate / Supplemental Type Certificate Holder’s proprietary data e.g. type record data, manufacturers modification drawings / reports etc;

i) Previously approved modification date likely to affect or be affected by the incorporation of the design change / repair.

Note:    STC Twenty One Limited is responsible for the delegation of testing to approved sub-contractors. The customer should check with STC Twenty One Limited for acceptance of existing test data and or proposed test house / personnel.

  1. Out of pocket expenses will be chargeable for the following travel costs: –

Activity / Expense

Rate

Comments

Airfare

Billed as Incurred plus 5% handling fee

*Business class travel will be utilised for flights in excess of five (5) hours and all flights outside the EU.

Travel Expenses

Hotels, car rental and other normal travel expenses

* Best (most restrictive) fares will be sourced.

  1. Where installation kits are required, the first kit will be classified as a prototype kit and it may be subject to rework on wing during the initial installation phase. The customer should not request manufacture of follow on kits until after the first installation has taken place. Any required changes to kit manufacturing drawings resulting from feedback from the initial installation will be made by STC Twenty One Limited as part of the NRE cost. Any follow on kits manufactured before completion of the initial installation will be at the customers risk and STC Twenty One Limited shall not be held responsible for any additional rework or development costs resulting from kit rework required to match revised manufacturing drawings. Kits manufactured in advance of completion of the initial installation that have already been delivered to the aircraft may require modification on wing. STC Twenty One Limited shall not be held responsible for the additional installation hours resulting from this action. STC Twenty One Limited reserves the right to change for additional engineering associated with the modification of kits on wing.

STC Twenty One Limited do not manufacture kits and as such is not in a position to forecast kit pricing at the quotation stage as kit manufacturers require fabrication drawings prior to quotation. Every endeavour will be made to complete fabrication drawings as early as possible in the programme in order to establish kit pricing.

STC Twenty One Limited will enter into a DOA/POA arrangement in line with the requirements of Part 21.

ROM pricing can be obtained however STC Twenty One Limited cannot guarantee the final amount and as such it is recommended that an allowance in the budget is accounted for.

STC Twenty One Limited levies a 5% handling charge on all manufactured items. STC Twenty One Limited recommends that customers deal direct with kit manufacturers.

STC Twenty One Limited will not place a purchase order with a kit manufacturer unless provision is made on the purchase order provided to STC Twenty One Limited. The PO should also list what parts, if any, will be customer supply.

  1. STC Twenty One Limited levies a 5% handling charge on all UK CAA and EASA fees and charges.

Important Note: United Kingdom Civil Aviation Authority Official Record Series 5 CAA Scheme of Charges No. 415 is associated with fees and charges for postponed or projects having a duration exceeding 12-months from the date of application. In addition to the initial fee, further UK CAA fees will be levied after 12-months and are subject to an inflation increase. In order to reduce the risk of additional charges, STC Twenty One Limited will not submit an STC application until the project is fully defined and certification programme and associated supporting documents drafted. The delay in application should not be interpreted in a delay in the project.

EASA Validation

Important Note: Commission Regulation (EC) 2019/2153 is associated with fees and charges for postponed or projects having a duration exceeding 12-months from the date of application. In addition to the initial fee, further EASA fees will be levied after 12-months and are subject to an inflation increase. In order to reduce the risk of additional charges, STC Twenty One Limited will not submit an STC application until the project is fully defined and certification programme and associated supporting documents drafted. The delay in application should not be interpreted in a delay in the project.

The customer shall be liable for additional EASA charges incurred for projects exceeding 12 Months duration where delays are incurred wither by production delays, or rescheduled aircraft maintenance inputs.

Important Note:

Failure to pay UK CAA charges can result in suspension/revocation of the DOA. It is therefore extremely important that UK CAA fees and charges are paid promptly. Any delay in paying invoiced charges relating to UK CAA fees and charges will result in immediate cessation of the project. STC Twenty One will then take action to cancel the STC or Major Change application with UK CAA in order to recover monies.

  1. It is an UK CAA requirement that any person(s) producing design data for STC Twenty One Limited shall be treated as a sub-contractor and as such will be subject to auditing IAW STC Twenty One Limited approved handbook procedures. This will be billed as “Technical Support”.
  1. STC Twenty One Limited reserves the right to withhold certification approval or revoke an approval if payments are not made within the terms and schedules stated in the proposal.
  1. All documents and drawings will be transmitted by a web-based document management system. The customer is required to provide STC Twenty One Limited with an email address of the document recipient. All documents transmitted by STC Twenty One Limited will be automatically deleted at a period of three months from the date of initial transmission. If documentation is required after this date, a fee of £900.00 will be charged for re-release of this data.
  1. Where a revision is required to an STC Twenty One document resulting from an error in the design, the requisite alteration will be made at STC Twenty One Limited’s cost and will not be charged on. Where the approval of a Design Query or Concession is related either to a production error, production easement or customisation, this will be charged in addition to the NRE and RE pricing schemes detailed within the commercial proposal. Technical Support is charged at the rate set out within the commercial proposal. In such circumstances a Variation Order will be supplied to the customer and work will not commence until such time as approval has been granted by the customer to pay the additional charge defined on the Variation Order.

Note:    Production easements are not classified as an error in design.

  1. The commercial proposal is based on STC Twenty One Limited’s approvals at the date of the commercial proposal. Any changes to legislation that affect STC Twenty One Limited’s ability to deliver the quoted work as stated is outside the control of STC Twenty One Limited, and therefore will not be held responsible for such events.
  1. This proposal includes all certification/testing activities considered by the DOA to be necessary for compliance demonstration that would result in a successful STC project. Any additional testing or certification activity requested by the Authority / Agency that could not have been reasonably foreseen at the time of writing this proposal resulting in additional workload/costs shall be subject to review by the DOA and if considered appropriate, STC Twenty One Limited shall inform the customer in writing, without delay, via a Variation Order.
  1. Should the customer place a project on hold due to a delayed installation or any other item out of the control of STC Twenty One Limited, where certification is complete as far as possible. STC Twenty One Limited are entitled to invoice the outstanding amount of the value of this Commercial Proposal and the invoice will be due for payment as per the Payment Terms laid out within this commercial proposal.
  1. Should a project remain on hold for a 12-month period, STC Twenty One Limited reserves the right to cancel the project within the workflow and upon recommencement, STC Twenty One Limited reserves the right to review the cost and lead times applicable and inform the customer in writing via a Variation Order.

General Conditions of Sale

GENERAL – The following words and phrases shall have the meanings defined below: –

The ‘Company’ shall mean STC Twenty One Limited.

The ‘Customer’ shall mean the ‘Customer’ as stated within the commercial proposal.

The ‘Goods’ shall mean documents, technical reports, drawings, products, equipment, other items or materials supplied to the ‘Customer’ by STC Twenty One Limited.

The ‘Contract’ shall mean the contract made between the ‘Company’ and the ‘Customer’.

PRICE

The price for the supply of the goods will be as defined in the ‘Company’ Proposal, Estimate Form or Letter and as amended, where required, by agreement between the ‘Company’ and the ‘Customer’.

The price shown on the proposal, Estimate Form or Letter in an estimate of the total cost for the goods from information available at the time the Estimate is produced. This cost estimate may be revised by the ‘Company’ as further information is revealed as the work progresses. The ‘Customer’ may reject this revised Estimate on condition that all costs incurred by the ‘Company’, up to the time of rejection, are paid by the ‘Customer’.

PAYMENT

Payment for the goods supplied by the ‘Company’ shall be due, in full, as per the terms specified on the date of Invoice unless agreement for alternate payment terms have been agreed in writing by the ‘Company’. Invoices not settled in full by the due date will, at the discretion of the ‘Company’, be the subject to interest charges calculated at 5% above Bank Base Rate from the date the payment became due.

The ‘Customer’ agrees to return the goods, documents, drawings and other materials and data provided by the company and indemnify the company against any and all liabilities which may be levied against the company in respect of such goods data etc., when payment in full is not received at the company by the due date.

STC PROJECTS

Upon receipt of purchase order from the ‘Customer’, the company shall make STC application to UK CAA. The ‘Customer’ will be informed when an invoice from UK CAA is received in respect of such application. The company shall invoice the ‘Customer’ immediately with this initial UK CAA charge and the ‘Customer’ has seven working days to settle the amount plus any conversion and bank charge costs incurred by the company. Failure to settle within seven working days constitutes a breach of the agreed terms and conditions herein and may cause cancellation of the project.

The ‘Customer’ will be informed when an invoice from UK CAA is received following the completion of the STC project. The company shall invoice the ‘Customer’ immediately with the UK CAA charge and the ‘Customer’ has seven working days to settle the amount plus any conversion and bank charge costs incurred by the company. Failure to settle within seven working days constitutes a breach of the agreed terms and conditions herein and may cause delay in UK CAA issuing the STC.

In accordance with UK CAA Official Record Series 5, CAA Scheme of Charges, UK CAA automatically re-issue fees and levies for STC projects having a duration period of greater than 12-months. These will be recharged in accordance with our reoccurring charges policy.

LIABILITY

The ‘Company’s’ liability for any loss, claim, damage or expense caused as a result of any goods or services provided by the ‘Company’ shall be limited to the compensation paid by the ‘‘Customer’’ for the actual goods or services.   In no event shall the ‘Company’ be liable to the ‘‘Customer’’ for any consequential damages.

PROPRIETARY RIGHTS

All intellectual property rights subsisting in or relating to any calculations data, specifications, designs, drawings, papers, documents, procedures, techniques, test procedures and any other information what-so-ever, generated by the ‘Company’ in respect of a ‘Customers’ requirement, will remain vested in the ‘Company’ unless a written agreement to share or transfer such rights to the ‘Customer’ is signed by the ‘Company’.

TERMINATION

If prior to the delivery of the goods, the ‘Customer’ terminates the Contract, all work will be stopped by the ‘Company’ and an Invoice rendered for all work carried out from the start of the Contract, until the date of termination.   The notification of termination to be provided in writing to the ‘Company’ or the ‘Customer’ will become liable for the full cost of the Contract price.

ADVERTISING

The ‘Customer’ shall not, without the prior written consent of the ‘Company’, make any reference what-so-ever to the ‘Company’ including, but without limitation, any such reference in the ‘Customer’s’ advertising, marketing and promotional activities or material.

The ‘Company’ shall not without the prior written consent of the ‘Customer’, make any reference to the ‘Customer’ in its advertising or marketing activities.

ASSIGNMENT

The ‘Customer’ shall not assign, transfer, sub-license, sub-contract, or in any other manner, make-over to any third party, the benefit of the contract, without the prior written consent of the ‘Company’

JURISDICTION

This agreement shall be governed by English Law and subject to the jurisdiction of the English Courts.

SIGNING IN COUNTERPARTS

This agreement may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this agreement.

STC Twenty One

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