Terms and conditions
1. A standard-form purchase order (the “Order”) constitutes an offer by the SITAONAIR entity mentioned in the Order (“SITAONAIR”) to purchase the goods set out in the Order (the “Goods”) and/or the Services set out in the Order (the “Services”) from the person, firm or company to whom the Order is addressed (the “Supplier”) in accordance with and subject to these terms and conditions (the “Conditions”), provided however that there is no other written agreement of the same nature or purpose in effect between SITAONAIR and the Supplier at the date of this Order (an “Agreement”). In the case there is an Agreement in effect, this Order shall be exclusively governed by the terms and conditions of the Agreement.
2. Except in respect of fraudulent misrepresentation, these Conditions alone govern and are incorporated in every contract or other course of dealings made or undertaken by SITAONAIR with the Supplier. They apply in place of and prevail over any terms or conditions (whether or not in conflict or inconsistent with these Conditions), contained or referred to in any quotation or other documentation submitted by the Supplier or in correspondence or elsewhere or implied by trade custom, practice or course of dealing and any purported provisions to the contrary are hereby excluded and/or extinguished and the Supplier agrees that any similar provision in its own terms and conditions shall be of no effect.
3. Any variation of these Conditions is valid only if it is in writing and signed by or on behalf of each of the Supplier and SITAONAIR. No other action on the part of SITAONAIR, whether by accepting Goods or Services or otherwise, shall be construed as an acceptance of any other conditions.
4. Each Order is deemed to be an offer by SITAONAIR to purchase Goods or Services from the Supplier subject to these Conditions. No Order is binding on SITAONAIR unless and until the Supplier accepts the Order, expressly, by giving notice of acceptance, or tacitly, by starting to perform in accordance with the Order. SITAONAIR is free to withdraw any Order prior to receipt of Supplier’s notice of acceptance of the Order or Supplier starting to perform in accordance with the Order. For the avoidance of doubt, no relationship of exclusivity, nor any minimum purchase or future purchase obligations are assumed by SITAONAIR pursuant to these Conditions.
5. All Goods or Services must be delivered to or at the address stated on the Order (“Delivery Address”). Unless otherwise specified in the Order, all prices for Goods include packing, crates, insurance and delivery to the Delivery Address and all prices for Service include expenses for the provision of the Services. Unless otherwise specified in the Order, VAT and other sales taxes on the supply of Goods and Services are not included in the prices overleaf. Goods remain at the Supplier’s risk until delivered to the Delivery Address during SITAONAIR’s normal working hours. Title in the Goods passes to SITAONAIR on proper delivery to the Delivery Address, whether or not SITAONAIR has made payment in respect of them, unless payment of the Goods is made prior to delivery, in which case title passes to SITAONAIR once payment has been made.
6. If the Supplier fails to deliver the Goods or perform the Services ordered by SITAONAIR in full within the period specified, then the Supplier shall on demand indemnify SITAONAIR against any losses, reasonable costs and expenses, claims or damages, directly attributable to the delay or failure to deliver or perform in full.
7. The Supplier warrants to SITAONAIR that the Goods will be of merchantable quality and fit for any purpose either held out by the Supplier or made known to the Supplier in writing prior to or at the time the Order is placed, will be free from defects in design, material and workmanship, will correspond with any relevant specification, will not infringe any third party’s intellectual property rights and will comply with all statutory requirements and regulations relating to the sale of the Goods, including, but not limited to, environmental laws, competition and export control rules. The Supplier further warrants to SITAONAIR that the Services will be provided with the highest level of professional skill, care and diligence and in a good and workmanlike manner and in accordance with best industry practice, will not infringe any third party’s intellectual property rights and will comply with all statutory requirements and regulations. Unless otherwise expressly agreed by the Parties, all Services will be provided by Supplier to SITAONAIR on a work-made-for hire basis and all related intellectual property rights resulting in connection therewith will be SITAONAIR’s property. SITAONAIR’s rights under these Conditions are in addition to any conditions implied under statute or common law in favour of SITAONAIR.
8. The Supplier shall defend at its own expense any claim brought against SITAONAIR alleging that the Goods and/or the Services provided to SITAONAIR infringe the intellectual property rights of any third party („Intellectual Property Claim‟) and shall pay all costs and damages awarded or agreed to in settlement of an Intellectual Property Claim, provided that SITAONAIR (a) furnishes the Supplier with reasonably prompt written notice of the Intellectual Property Claim and makes no admission that adversely affects Supplier’s ability to defend or settle an Intellectual Property Claim; (b) provides the Supplier (at Supplier’s cost) with reasonable assistance in respect of the Intellectual Property Claim; and (c) gives the Supplier the sole authority to defend or settle the Intellectual Property Claim.
9. No increase in the price set out in the Order may be made, whether on account of increased material, labour or transport costs or otherwise, without the prior written consent of SITAONAIR. The Supplier may invoice SITAONAIR, in accordance with the Order, on or at any time after proper delivery of the Goods or proper performance of the Services (as applicable). A valid invoice must contain a reference to the Order number and any other details reasonably required by SITAONAIR from time to time and/or required by the applicable tax authorities. Unless it is disallowed by local laws or regulations, invoices should be (a) issued in English or in English and the relevant local language, or (b) accompanied with an English translation, if issued in the relevant local language. SITAONAIR will pay the price within 45 days from the date of receipt of the invoice at the address detailed in the Order but time for payment is not of the essence. Without prejudice to any other right or remedy, SITAONAIR is entitled to set off against the price due for Goods supplied or Services performed by Supplier any sums owed to SITAONAIR by the Supplier. If SITAONAIR fails to pay the price within 45 days from the date of receipt of the invoice at the address detailed in the Order, other than in the case of a bona fide dispute, SITAONAIR shall pay interest on the overdue sum for the period from the date when payment of the invoice became overdue up to the date of actual payment at the rate of 1% above the one-year LIBOR (London Interbank Offering Rate) quoted for the currency of payment on the day when the payment of the invoice became overdue.
10. If within 12 months of delivery of the Goods or performance of the Services SITAONAIR gives written notice to the Supplier of any defect in the Goods or Services arising under proper use from faulty design, materials or workmanship, the Supplier shall at his own cost immediately and without prejudice to any right of SITAONAIR replace or repair the defective Goods and/or re-perform the applicable Services.
11. SITAONAIR may terminate without liability any contract which has in whole or in part not been fully and properly performed by the Supplier. Furthermore, SITAONAIR may cancel an Order, even following acceptance, without cause in which event SITAONAIR’s sole liability shall be (a) in the case of Services, to pay a reasonable sum to the Supplier for work performed up to the date of termination, and (b) in the case of Goods, to pay the actual direct costs incurred by the Supplier up to the date of termination.
12. Neither party shall be liable to the other for any indirect loss (including loss of profits, business revenue, goodwill, expectation or anticipated income or savings) incurred by the other party as a result of any breach of these Conditions by such party or as a result of the operation of any of these Conditions. Nothing in these Conditions shall exclude or limit either party’s liability for fraud, death or personal injury caused by such party’s negligence or wilful misconduct, nor Supplier’s liability under Condition 8.
13. No waiver by SITAONAIR of any breach of these Conditions by the Supplier will be considered as a waiver of any subsequent breach of the same or any other provision and no other action by SITAONAIR in respect of a breach will be deemed to bind SITAONAIR to take the same action in respect of future breaches.
14. If any provision of these Conditions is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of these Conditions will remain in full force and effect and will not in any way be impaired. If any provision of these Conditions is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.
15. Neither party shall be liable to the other for any default under these Conditions caused by war, fire, flood, riot, drought, governmental action or act of God (“Force Majeure Event”) provided that the Supplier must immediately inform SITAONAIR of the existence of any Force Majeure Event and SITAONAIR is entitled to cancel the Order (or any part of it) without liability and without prejudice to its other rights and obligations where the Force Majeure Event subsists for a period of 10 days or more. SITAONAIR reserves the right to defer the date of delivery or to cancel the Order or to reduce the volume of the Goods or the scope of the Services ordered if it suffers a Force Majeure Event.
16. These Conditions and the contract arising under them are governed by and are to be construed in accordance with English law.
© SITAONAIR 2016. All rights reserved. Republication or redistribution in any form of part or all of the materials available in this website is expressly prohibited without the prior written consent of SITAONAIR.
The SITAONAIR name, the SITAONAIR logo and the following marks, such as AIRCOM® and e-Aircraft™, are trademarks or registered trademarks owned by SITAONAIR and therefore owned by SITA group.
The information contained on this website is provided in good faith, and every reasonable effort is made to ensure that it is correct and up to date. However, SITAONAIR does not warrant the accuracy and completeness of the information on this site.
The information contained on this website may be changed or updated at any time without notice.
Accordingly, this information is provided ‘as is’ without warranty of any kind. SITAONAIR excludes all warranties, either express or implied (including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, satisfactory quality or freedom from hidden defects).
Any person relying on any of the information contained on this website or making any use of the information contained herein, shall do so at its own risk.
To the fullest extend permitted by the applicable law, SITAONAIR hereby disclaims any liability and in no event shall SITAONAIR be liable for any damage including, without limitation, direct, indirect or consequential damages including loss of revenue, loss of profit, loss of opportunity or other loss arising from the use of or the inability to use the information contained on this website, including damages arising from inaccuracies, omissions or errors.
SITA and its affiliated companies (“SITA”) value our relationship with our business partners and any party which may be interested in SITA’s business for any reason and we are committed to protecting their privacy. This Statement outlines the types of personal information collected on our Website, how this data is used and safeguarded as well as how users may exercise their rights with respect to personal information.
Information collection & use
The types of personal information that may be collected via our Website may be provided by the user voluntarily or collected automatically on our Website (e.g. by using cookies or other online technologies).
In order to use certain areas of this Website, you must first complete the registration form and create a user name and password. During registration, you are required to give contact information such as your name and email address. We use this information to contact you about the services on our Website in which you have expressed interest.
You have the option to provide additional information to us. We encourage you to submit this information so we can provide you with a more personalized experience on our Website.
SITA is the sole owner of the information collected on this Website (SITA.aero or other SITA owned websites). SITA collects personal information from our users at several different points on our Website.
At any given moment you can use the Unsubscribe functionality in case you do not wish to be registered anymore (http://comms.sita.aero/Preference-Center.html).
Provision of information
Any personal information provided by you to SITA through this Website will be used for the purpose of providing you with SITA information. Such information will be sent to you using the contacts information you have submitted via this Website.
Surveys or contests
From time to time, we may provide you the opportunity to participate in contests or surveys on our Website. If you participate, we will request certain personal information from you. Participation in these surveys or contests is completely voluntary and you therefore have a choice whether or not to disclose this information. The requested information typically includes contact information and demographic information.
We use this information to monitor site traffic and further understand our market and your requirements.
‘Email a colleague’
If you choose to use our referral service to tell a colleague about our Website, we will ask you for your colleague’s name and email address. We may send your colleague email inviting him or her to visit the Website. SITA stores this information for the sole purpose of sending email. At any given moment your colleague can use the Unsubscribe functionality in case he / she does not wish to be registered anymore (http://comms.sita.aero/Preference-Center.html).
You or your colleague may also contact us at firstname.lastname@example.org to request that we remove this information from our database.
Product offers and updates
If you have registered to our Website, we will occasionally send you information on SITA’s products and services. If you no longer wish to receive these types of communications, you may unsubscribe by following the instructions in the section “Choice and Opt-out” below.
If you wish to subscribe to our newsletter(s), we will use contact information, e.g. your name and email address to send the newsletter to you. If you no longer wish to receive our newsletters, you may unsubscribe by following the instructions in the section “Choice and Opt-out” below.
We will send you strictly service-related announcements on rare occasions when it is necessary to do so. For instance, if our service is temporarily suspended for maintenance, we might send you an email.
Generally, you may not opt-out of these communications, which are not promotional in nature. If you do not wish to receive them, you have the option to deactivate your account.
Based upon the personal information you provide us, we will send you a welcoming email. We will also communicate with you in response to your inquiries, to provide the services you request, and to manage your account. We will communicate with you by email or telephone.
We may store information that we collect through log files to create a (registration) “profile” of your preferences. We tie your personal information, and e.g. your purchasing and engagement (which pages visited) history, to information in the (registration) profile in order to provide tailored promotions and marketing offers and to improve the content of the Website for you.
In case, we would share your profile with third parties contracted to, and under instruction by SITA, we would provide prior information on that to you.
As is true of most web sites, we gather certain information automatically and store it in log files. This information includes internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, operating system, date/time stamp, and navigation data.
We use this information to analyze trends, to administer our Website, to track users’ movements around the Website and to gather demographic information about our user base as a whole.
Information sharing and disclosure
Except as provided in this Privacy Statement, we will not share, sell, license, trade or rent users’ personal information to or with any third party without the user’s consent.
We will share user information in the following ways:
- Third party service providers, agents and distributors (“Service Providers”): We may share user information with our services providers who process user personal information to provide services to us or on our behalf (e.g., to assist us with the functioning of our Website). We have contracts with our service providers that prohibit them from sharing the information about our users that they collect or that we provide to them with anyone else, or using it for other purposes.
- Group entities: We may share user information with other subsidiaries, affiliate companies or Agents of the SITA group of entities for the purposes explained above.
- Fraud prevention: We may disclose the personal information we collect about our users when we believe disclosure is necessary to investigate, prevent, or respond to suspected illegal or fraudulent activity or to protect the safety, rights, or property of us, our users, or others.
- Law enforcement purposes: If requested or required by government authorities, such as law enforcement authorities, courts, or regulators, or otherwise to comply with the law, we may disclose any information we have about our users. We also may disclose information collected about a user in order to exercise or protect legal rights or defend against legal claims.
- Sale or merger of our business: We may transfer user personal information to a third party if we or any of our affiliates are involved in a corporate restructuring (e.g., a sale, merger, or other transfer of assets).
- Advertisers and advertising networks: We may share user information with advertisers and advertising networks who place ads (including sponsored links in search results) on our website.
We provide you the opportunity to ‘opt-out’ of having your personal information used for certain purposes, when we ask for this information.
If you no longer wish to receive our newsletter, promotional or other (electronic) communications, you may opt-out of / unsubscribe to receiving them by following the instructions included in each newsletter or communication or via: http://comms.sita.aero/Preference-Center.html. For all other requests, such as (full) personal data erasure, please email us at email@example.com.
We take the security of our users’ personal information seriously and use appropriate technical and organizational measures to protect their personal information against unauthorized or unlawful processing and against accidental loss, destruction or damage. However, because no security system can be 100% effective, we cannot completely guarantee the security of any information we may have collected from or about our users.
Retention of personal information
We retain the information we collect about and from users for as long as necessary to fulfill a business purpose or comply with a legal request. We may also choose to anonymize certain of the information provided to us so that it can no longer be attributed to a user if we would like to retain it for longer periods of time.
Links to other sites
This Website contains links to other sites that are not owned or controlled by SITA. Please be aware that we, SITA, are not responsible for the privacy practices of such other sites.
We encourage you to be aware when you leave our Website and to read the privacy statements of each and every Website that collects personal information.
This Privacy Statement applies only to information collected by this Website.
Access to personal information
You may access, update and rectify your personal information on your profile directly. You may further request that your personal information be erased or restricted. If you do so, we will delete your account and you will no longer have access to all the services on our Website.
At any given moment you can use the Unsubscribe functionality, if applicable, in case you do not wish to be registered anymore (http://comms.sita.aero/Preference-Center.html ).
To obtain a copy of your personal information, or request the deletion of your account, please send us an email at firstname.lastname@example.org.
Changes to this privacy statement
From time to time we may update this Statement. When we do, we will publish the changes on this Website. If you do not agree with these changes, you should discontinue your use of our Website. If material changes are made to this Statement, we will notify users by e-mail or by placing a prominent notice on this Website.
You can submit any comment, request, question that you may have regarding our Privacy Statement by contacting us at: email@example.com.