Terms and Conditions

1. Scope and Contract Formation

These Terms and Conditions of Sale (“Terms”) apply to all sales of aircraft parts, components and related goods (“Parts”) by 7Corp International Co., Ltd., trading as 7tag Aviation (“Seller”), to business customers (“Buyer”).

These Terms apply together with the Seller’s quotation, order confirmation and invoice. Any terms contained in a Buyer’s purchase order or other document shall not apply unless expressly accepted in writing by the Seller.

A quotation does not constitute a binding offer and is subject to availability and prior sale unless expressly stated otherwise. A contract is formed only when the Seller accepts the Buyer’s order in writing.

If there is any conflict between documents, the following order of precedence applies:

1. a separate agreement signed by both parties;
2. the Seller’s order confirmation or quotation;
3. these Terms;
4. the Buyer’s purchase order solely with respect to accepted commercial details such as part number, quantity and delivery information.

2. Quotations and Orders

Quotations are valid for the period stated in the quotation. If no validity period is stated, the quotation remains valid for 7 calendar days, subject to prior sale.

All orders are subject to Seller’s acceptance, availability of the Part and satisfactory completion of any required credit, KYC, end-user or compliance review.

Once accepted, an order may not be cancelled or changed without Seller’s written consent. Seller may impose reasonable cancellation, recertification, repair, restocking or other costs resulting from an approved cancellation.

3. Prices and Payment

All prices are in the currency stated in the quotation and exclude freight, insurance, import duties, customs charges, VAT, GST, sales taxes and similar charges unless expressly stated otherwise.

Payment terms are those stated in the quotation or invoice. Seller may require advance payment or change or withdraw credit terms where reasonably necessary.

Payments shall be made in full without set-off, counterclaim or unauthorized deduction. Buyer is responsible for its bank charges and all taxes, duties and governmental charges arising from the importation or purchase of the Parts, other than taxes imposed on Seller’s net income.

Overdue amounts may bear interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower, together with reasonable collection costs.

4. Delivery, Incoterms, Risk and Title

Delivery shall be made in accordance with the Incoterms® 2020 rule and named place stated in the quotation or order confirmation.

If no Incoterm is stated, delivery shall be EXW Bangkok, Thailand, Incoterms® 2020.

Risk of loss or damage passes to Buyer in accordance with the applicable Incoterm.

Title to the Parts passes to Buyer only upon Seller’s receipt of full payment for the applicable Parts, to the extent permitted by applicable law. Transfer of risk and transfer of title are separate events.

Buyer is responsible for arranging insurance from the time risk passes to Buyer unless the agreed Incoterm expressly places that obligation on Seller.

5. Lead Times and Delivery Dates

Any lead time, repair completion date or delivery date is an estimate unless Seller expressly confirms it as guaranteed in writing.

Seller is not liable for reasonable delays resulting from repair shops, manufacturers, suppliers, carriers, customs authorities, export licensing authorities or other circumstances outside Seller’s reasonable control.

Seller may make partial shipments unless otherwise agreed.

6. Inspection and Acceptance

Buyer shall inspect the Parts and accompanying documentation promptly upon receipt.

Any claim relating to an incorrect part number, serial number, quantity, condition, visible shipping damage or missing or incorrect documentation must be notified to Seller in writing within 5 business days after delivery, together with reasonable supporting evidence.

If Buyer does not notify Seller within this period, the Parts shall be deemed accepted with respect to defects or discrepancies that could reasonably have been identified during inspection.

This inspection period does not limit a valid claim for a latent defect covered by an express warranty.

7. Returns

No Part may be returned without Seller’s prior written authorization and issuance of return instructions or an RMA.

Parts returned because of an accepted non-conformity or valid warranty claim shall be handled in accordance with Sections 6 and 9.

Returns for Buyer’s convenience are accepted only at Seller’s discretion and may be subject to a 10% restocking charge, together with all recertification, inspection, freight and other costs incurred as a result of the return.

The returned item must be shipped within 60 days of the original shipment date and they must be in the same condition as delivered and accompanied by all original identification, certification, trace documentation, packaging and accessories supplied with the Part. Goods returned without proper documentation may be rejected.

Special-order, brokered, modified, opened, installed, disassembled or “AS IS” Parts are non-returnable unless Seller expressly agrees otherwise or the return results from Seller’s accepted non-conformity.

8. Condition, Certification and Trace Documentation

The condition of each Part is the condition expressly stated in the applicable quotation or order confirmation, including, where applicable, industry descriptions such as New, New Surplus, NE, OH, SV, RP, AR or AS IS.

The documentation supplied with each Part shall be the certification and trace documentation expressly stated in the quotation or order confirmation.

Where a specific FAA Form 8130-3, EASA Form 1, dual release, certificate of conformity, repair station release or other document is stated, Seller shall supply that documentation with the Part as agreed.

Unless expressly stated otherwise, Seller does not warrant that any particular civil aviation authority, operator or maintenance organization will accept a Part or its documentation for installation on a particular aircraft.

Buyer is responsible for determining the Part’s suitability, interchangeability, regulatory eligibility and installation requirements for its intended aircraft or application.

For serial-number-controlled Parts, the part number and serial number identified in the applicable sales documentation shall control.

9. Warranty and Claims

The warranty applicable to each Part, if any, is the warranty expressly stated in the applicable quotation, order confirmation or invoice.

Where Seller transfers a manufacturer’s or repair facility’s warranty to Buyer, such warranty remains subject to the terms and limitations imposed by that manufacturer or repair facility and is not enlarged by Seller.

Seller warrants that, at the time of delivery, it has the right to sell the Part and that the Part materially corresponds to the part number, serial number, condition and documentation expressly stated in the applicable sales documents.

A warranty claim must be submitted promptly within the applicable warranty period and must include the Part number, serial number, invoice reference, description of the reported defect and reasonable technical evidence requested by Seller.

No Part may be returned or sent to a repair facility in connection with a warranty claim without Seller’s prior authorization.

For an accepted warranty claim, Seller’s sole obligation, at Seller’s option, is to:

1. repair or arrange the repair of the affected Part;
2. replace the affected Part with a reasonably equivalent Part;
3. refund or credit the purchase price paid for the affected Part.

Warranty does not apply to defects or damage resulting from improper handling, storage, installation, maintenance or operation; unauthorized disassembly, alteration or repair; accident, misuse, contamination, foreign object damage or abnormal operating conditions; ordinary wear or expiration of life limits; or failure to follow applicable maintenance or operating requirements.

Unless expressly agreed otherwise, Seller is not responsible for removal, installation, troubleshooting, aircraft downtime, substitute equipment, freight or other consequential costs associated with a warranty claim.

10. Exchange Transactions

Where a Part is supplied on an exchange basis, the applicable quotation or order confirmation shall state the exchange price, core return requirements, core value or charge, and any applicable return period.

Unless otherwise stated, the Buyer shall return the agreed core within 15 calendar days after shipment of the exchange Part.

The returned core must comply with the part number, configuration, completeness, condition and documentation requirements stated in the applicable quotation or exchange agreement.

Seller may inspect or arrange evaluation of the returned core. If the core is not returned within the agreed period, is beyond economical repair, is incomplete, has unacceptable history or documentation, or otherwise fails the agreed return criteria, Buyer shall pay the applicable core charge, repair differential, recertification cost or other amount stated or reasonably determined under the applicable order.

Title to a returned core transfers to Seller only when the core has been received and accepted by Seller. A rejected core remains Buyer’s property and may be returned at Buyer’s expense.

11. Export Control and Compliance

Each party shall comply with export control, sanctions, customs, anti-bribery and other trade laws applicable to the transaction.

Buyer shall provide accurate information concerning the ultimate consignee, end user, end use and destination of the Parts when reasonably requested by Seller and shall not export, re-export, transfer or use the Parts in violation of applicable law.

This may include, where applicable, requirements under the U.S. Export Administration Regulations (EAR), U.S. sanctions administered by OFAC and applicable laws of other relevant jurisdictions.

Seller may suspend, reject or cancel a transaction without liability where Seller reasonably determines that proceeding may violate applicable law, require an unavailable authorization, create an unacceptable compliance risk, or conflict with applicable compliance policies reasonably applied by Seller.

Buyer is responsible for obtaining licenses, permits and approvals allocated to Buyer under the applicable Incoterm or otherwise required for Buyer’s importation, re-export, transfer or use of the Parts.

12. Limitation of Liability

To the maximum extent permitted by applicable law, Seller shall not be liable for any indirect, incidental, special, exemplary, punitive or consequential loss or damage, including loss of profit, revenue, business, aircraft use, operational availability or opportunity.

Seller’s aggregate liability arising out of or relating to a Part shall not exceed the amount actually paid to Seller for the Part giving rise to the claim.

The limitations in this Section do not apply to liability that cannot lawfully be excluded or limited under the governing law, including fraud, wilful misconduct, gross negligence and any other liability which cannot lawfully be excluded or limited.

The remedies expressly stated in these Terms are Buyer’s exclusive contractual remedies for a defective or non-conforming Part, to the extent permitted by applicable law.

13. Force Majeure

Neither party shall be liable for delay or failure to perform, other than an obligation to pay amounts already due, where caused by circumstances beyond its reasonable control.

Such circumstances may include natural disasters, war, civil disturbance, governmental action, embargoes, sanctions, export or import restrictions, inability to obtain required licenses, transport disruption, carrier delay, labor disruption, fire, epidemic, major systems failure, supplier failure or repair facility delay.

The affected party shall use commercially reasonable efforts to mitigate the effect of the event.

If such circumstances prevent delivery for more than 60 days, either party may cancel the undelivered portion of the affected order without further liability, and Seller shall refund any payment received for Parts that will not be supplied.

14. Governing Law and Dispute Resolution

These Terms and each Contract shall be governed by the laws of Thailand, without regard to its conflict-of-laws rules.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

Any dispute arising out of or relating to a Contract shall be resolved by the courts of Thailand, Bangkok.

15. General

No amendment or waiver is effective unless made in writing by an authorized representative of Seller.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in effect.

Failure to exercise a right does not constitute a waiver of that right.

Electronic communications, purchase orders, order confirmations and other transaction records may be used to evidence the parties’ agreement to the extent permitted by applicable law.

The English-language version of these Terms shall control unless Seller expressly agrees otherwise.