General Terms of Agreement
“Seller” shall mean RECARO Aircraft Seating GmbH & Co. KG.
“Offer” shall mean the offer issued by Seller.
“Purchase Agreement” shall mean this General Terms Agreement (hereinafter referred to as “GTA”) together with the applicable Offer and/or the applicable Individual Agreement.
“Purchase Order” shall mean the purchase order issued by Buyer and confirmed by Seller.
This GTA together with the applicable Offer and/or the applicable Individual Agreement shall constitute the “Purchase Agreement”. In the event the terms of this GTA are in any way contradictory to the terms of the Offer and/or the Individual Agreement, the terms of the Offer and/or the Individual Agreement shall prevail. This GTA supersedes all conditions issued earlier by Seller and all terms and conditions issued by the “Buyer”.
2. Duties of Seller
Seller shall be responsible for the design and manufacture of the seats and spare parts in accordance with the requirements set out in the Purchase Agreement as well as for the proper co-ordination with the aircraft manufacturer with the result that the seats can be installed into and will fit Buyer’s aircraft according to the applicable layout without modification to the aircraft or to the seats. All materials shall be supplied by Seller with exceptions of those mutually agreed upon between Seller and Buyer. Seller shall submit to Buyer a planning schedule, based on the aircraft manufacturer’s and Buyer’s data requirements. Seller will make available seats as specified in the Purchase Order for inspection and final acceptance in the First Article Inspection at least one (1) week prior to the free carrier (Incoterms 2000) delivery date of the shipset per aircraft model. All other deliveries of Seller shall be performed according to the delivery schedule defined in the Purchase Agreement. The acceptance and the acceptance procedure will be subject to the Purchase Agreement between Seller and Buyer. Acceptance of the seats or spare parts shall be deemed to be given if Buyer does not reject acceptance within seven (7) calendar days after the date of receipt of the seats or spare parts for inspection and final acceptance.
3. World Airlines and Suppliers Guide
Seller agrees to comply with the objectives of the World Airlines and Suppliers Guide issued by the ATA (Issue 2000) as far as the terms and conditions contained therein do not differ from those contained in this Purchase Agreement.
4. Seat Prices
Seat prices and validity of seat prices are stated in the Offer and/or in the Individual Agreement.
5. Spare Parts Prices
Seller shall issue yearly a price list of spare parts in accordance with ATA Specification 100 Technical Data. A minimum package quantity, a minimum order value for initial and for subsequent orders and specific charges for Aircraft on Ground orders will be defined in the spare parts price list. All prices for spare parts shall be net free carrier (Incoterms 2000), place of delivery Seller’s facility in Germany and valid for at least a period of twelve (12) months from effective date of the price list, if not otherwise stated in a subsequent written agreement. A ninety (90) calendar days prior notice will be given on all price changes by means of a new price list.
Payment against Seller’s invoice shall be effected within thirty (30) calendar days net upon the date of the invoice. In case of late payments of Buyer, Seller shall be entitled to charge interest on overdue accounts of eight percentage points per year above the main re-finance rate of the European Central Bank from the due date. The applicable main re-finance rate of the European Central Bank shall be the rate published by the European Central Bank on the first day of delay.
7. Changes proposed by Buyer
If Buyer requests changes to the product (including but not limited to changes in material, styling or design), this change request shall be subject of a Master Change Proposal (MCP). Seller shall issue the MCP with cost, weight and time impact to Buyer in an appropriate time. Seller and Buyer shall agree upon the change(s) to be implemented. Seller shall execute the change(s) s only after receipt of the MCP signed by Buyer.
8. Changes proposed by Seller
Seller may recommend to Buyer changes with respect to the product. In terms of such change, Seller shall issue to Buyer a MCP with cost, weight and time impact to Buyer in an appropriate time. Seller and Buyer shall agree upon the change(s) to be implemented. Seller shall execute the change(s) only after receipt of the MCP signed by Buyer.
9. Mandatory changes
Mandatory changes are changes required by Airworthiness Authorities by an Airworthiness Directive. In case Airworthiness Authority’s Airworthiness Directives make mandatory changes necessary, then Seller will provide Buyer without undue delay with a service bulletin. The parties shall mutually agree upon the obligation to pay the costs of the service bulletin in each particular case.
10. Service Bulletins
Seller shall provide Buyer with service bulletins in accordance with ATA Spec. 100 for all mandatory changes required by Airworthiness Directives (AD). Those service bulletins and resulting modification "kits", where applicable, shall be issued in such a timely manner that accomplishment will be guaranteed within the applicable limits. Service bulletins affecting the reliability shall be marked accordingly. European Technical Standard Order-Holder/ Technical Standard Order-Holder approved service bulletins are valid for the European Technical Standard Order-seat/Technical Standard Order-seat only. The service bulletins shall indicate the reason for the implementation of such change. The costs of the service bulletins are considered as associated costs of approved and introduced changes and shall be borne either by Seller or by Buyer as defined in Articles 7-9.
11. Passing of risk, Retention of title
Delivery of seats, spare parts and the initial provisioning package shall be "free carrier" (Incoterms 2000) at Seller’s facility in Germany. Seller may contract for carriage on usual terms at Buyer’s risk and expense if Buyer does not give an instruction to the contrary in due time to Seller. Upon delivery risk of loss or damage to each seat or spare part shall pass from Seller to Buyer. Seller retains title to all seats or spare parts until Seller has received payment in full of the purchase price for such seats and/or spare parts from Buyer. Until title to the seats and/or spare parts passes to Buyer in accordance with this article Buyer shall hold the seats and/or spare parts and each of them on a fiduciary basis as bailee for Seller. Until Seller receives payment in full of the purchase price for such seats and/or spare parts delivered to Buyer, Buyer shall not resell any such seats and/or spare parts. Buyer shall store the seats and/or spare parts at no costs to Seller separately from all other goods in its possession and marked in such a way that they are clearly identified as Seller’s property. Buyer shall insure and keep insured the seats or spare parts to the full price against “all risks” to the reasonable satisfaction of Seller until the date that title to the seats or spare parts passes from Seller, and shall whenever requested by Seller produce a copy of the policy insurance. Buyer shall without undue delay deliver the prescribed particulars of this clause to the applicable registrar if necessary and shall be responsible for the cost due to the registration. Without prejudice to the other rights of Seller, if Buyer fails to do so all sums whatever owing by Buyer to Seller shall forthwith become due and payable.
12. Delivery dates
Delivery dates as defined in the Purchase Agreement are binding for both Seller and Buyer. In the event Buyer requests a change of an agreed delivery date and Seller accepts the change of the delivery date, Seller shall be entitled to charge Buyer for additional costs, including but not limited to out of sequence and/or storage costs.
13. Sales administration and shipping
Seller shall comply with all written Purchase Orders being accepted by Seller without undue delay. Seller will follow with the ordering administration system described in ATA Specification 2000. Seller shall accept or reject each Purchase Order in writing within fifteen (15) calendar days after receipt of Purchase Order.
14. Incoming material inspection
Buyer shall inspect seats and spare parts delivered without undue delay after delivery and shall advise Seller of all shortages, overshipments and defects. Wrong or defective seats and spare parts shall be returned to Seller at Seller’s expense for rectification or replacement at Seller’s discretion. Rectification or replacement will be performed by Seller at Seller’s facilities or at Buyer’s facilities as mutually agreed upon.
15. Excusable Delay
Either party shall not be liable for delay in performing or for failure to perform its obligations if the delay or failure results from Force Majeure. “Force Majeure” shall mean any event(s) or circumstance(s) beyond the reasonable control of the party liable to affect the performance after the exercise of reasonable diligence (including without limitation strikes, lockouts or other industrial action, whether of the affected party’s own employees or others) which impedes the due performance of the obligations of such party and which by the exercise of all reasonable diligence such party is unable to prevent. Either party shall use its best efforts to remove the cause of delay and resume work as soon as possible and to make-up for lost time. If either party is prevented or impeded or delayed from or in performing its obligations under this Purchase Agreement by reason of Force Majeure it shall without undue delay notify the other party in writing of the nature and detailed reasons for and foreseeable extent of such delay and shall from time to time thereafter notify the other party whenever, to the best of the party’s knowledge and belief, the nature or foreseeable extent of such delay shall change. If either party is prevented or impeded or delayed by reason of any one or more of the aforesaid causes for a period of more than three (3) calendar months after the end of the calendar month in which performance is otherwise required hereunder, the other party shall have the right to terminate the affected Purchase Order by written notice of termination to the other party. In the case of termination by either party pursuant to this article Seller shall be entitled to be paid a reasonable sum for any work carried out by it prior to such termination together with a reasonable profit thereon and on the uncompleted portion of the Purchase Agreement and subject to such payment Buyer shall be entitled to be repaid forthwith any sums previously paid under the Purchase Agreement whether by way of a deposit or advance payment or otherwise provided that save as aforesaid neither party shall have any liability whatsoever to the other by reason of such termination.
16. Non-Excusable Delay
In the event of delivery of seats shall be delayed by more than fifteen (15) calendar days beyond agreed delivery dates by causes not deemed to be excusable, Buyer has the right to deduct as sole remedy from Seller’s invoice an amount of point four (0.4) per cent per calendar day for each calendar day of delay of the invoice value of such delayed seats up to four (4) per cent of the seat value. In the event that such non-excusable delay extends to three (3) calendar months, Buyer has the right to terminate the non-excusable delayed open Purchase Orders on seats covered by this agreement and thus be relieved from accepting the non-excusable delayed undelivered seats without prejudice to Buyer’s right to claim from Seller liquidated damages as per this article “non-excusable delay” as sole remedy.
If the delivery of the seats is delayed and/or put on hold beyond the agreed delivery date by causes which are in the responsibility of the Buyer the Buyer shall be obliged to issue a credit note to Seller with an amount of point four (0.4) per cent per calendar day of the value of the shipset affected by the default in taking delivery up to four (4) per cent of the value of the shipset affected by the default in taking delivery. No action by a party shall constitute a waiver of any such right or remedy. Should such delay in delivery exceed three (3) months, Seller has the right to terminate the Purchase Agreement in whole or in part. Additionally Seller has the right to claim further damages relating to the delay in taking delivery and retains all its rights and remedies provided by law.
17. Default of Seller or Buyer
If either Buyer or Seller fails for reasons other than those set forth in the articles Excusable Delay and Non-Excusable Delay to perform any of the fundamental terms and conditions, covenants and agreements of the Purchase Agreement or otherwise defaults in the performance hereof and fails to remedy such failure within sixty (60) calendar days after receipt of written notice providing reasonable detail of the obligations such defaulting party has failed to perform from the other, non-defaulting party, or within such longer period as may be mutually agreed upon, the other, non-defaulting party shall have the right to terminate the Purchase Agreement in whole or in part and may consider such failure as a breach of contract. The Purchase Agreement may be terminated by either party giving thirty (30) calendar days prior written notice of termination to the other party (the “Defaulting Party”) if the Defaulting Party becomes or is declared insolvent or convenes a meeting, makes or proposes to make any arrangement or composition with its creditors. Seller will in no case be liable for consequential damages such as, but not limited to, loss of revenue or loss of profit.
In the event Buyer terminates a Purchase Order for a shipset for reasons other than those set forth in the articles Excusable Delay, Non-Excusable Delay and Default of Seller or Buyer and Buyer has not paid the outstanding claims regarding the non-recurring costs of Seller, Buyer shall be liable to reimburse Seller a percentage of the costs. Buyer shall pay a percentage of (a) twenty per cent (20 %) of the non-recurring costs and two per cent (2 %) of the recurring costs in case of termination up to thirty-seven weeks before the delivery date stipulated in the Purchase Order, (b) forty per cent (40 %) of the non-recurring costs and eight per cent (8 %) of the recurring costs in case of termination within thirty-six weeks up to twenty –three weeks before the delivery date, (c) eighty per cent (80 %) of the non-recurring costs and twenty-five per cent (25 %) of the recurring costs in case of termination within twenty-two weeks up to fifteen weeks before the delivery date, (d) hundred per cent (100 %) of the non-recurring costs and ninety per cent (90 %) of the recurring costs in case of termination within fourteen weeks up to seven weeks before the delivery date, (e) hundred per cent (100 %) of the non-recurring costs and hundred per cent (100 %) of the recurring costs in case of termination within six weeks before the delivery date and afterwards.
In the event Buyer terminates a Purchase Order/Purchase Orders for a shipset/or shipsets and Buyer has paid the outstanding claims regarding the non-recurring costs of Seller, Buyer shall be liable to reimburse Seller only the above mentioned percentages regarding the recurring costs for each shipset terminated.
In the event Buyer terminates a Purchase Order/Purchase Orders for more than one shipset and Buyer has not paid the outstanding claims regarding the non-recurring costs of the Seller, Buyer shall be liable to reimburse Seller the non-recurring costs as single payment and the above mentioned percentages regarding the recurring costs for each shipset terminated.
In the event Buyer a Purchase Order/Purchase Orders for spare parts, Buyer shall be liable to reimburse Seller only the above mentioned percentages regarding the recurring costs for each spare part terminated.
19. Initial provisioning, Recommended Spare Parts
On Buyer’s request Seller will hold a provisioning meeting at a time to be mutually agreed upon between Buyer and Seller in order to establish data required for a recommendation from Seller to Buyer for Buyer’s initial provisioning of spare parts. Seller shall no later than one month before delivery of the first shipset submit to Buyer, at no charge, a recommendation for spare part requirements for the first year of operation related to Seller’s seats. Final initial provisioning recommendation documentation shall (a) be prepared according to the ATA Specification 100 and (b) quote prices which shall be reasonable and remain firm for a period of one month after receipt of such documentation by Buyer. In case Seller fails to submit preliminary provisioning data in time due to causes in Seller’s control resulting in Buyer’s inability to place Purchase Orders for the effected items early enough to permit on time delivery, Seller shall supply the required spare parts on AOG basis at no additional cost to Buyer provided such parts are available from stock. If parts are not available from stock, Seller shall manufacture such items on expedite basis at no additional charge to Buyer. Any further responsibility/liability of the Seller shall be excluded.
Buyer shall place Purchase Orders with Seller, based on Seller’s preliminary initial provisioning recommendation submitted to Buyer, at least fifteen (15) calendar days after receipt of the preliminary provisioning documentation. Seller will maintain change control with respect to all initial provisioning spare parts to ensure that these shall be suitable for use on one or more of Buyer’s seats. After Buyer has placed the first initial provisioning Purchase Orders, Seller will, in case of modifications of the spare parts, due to reasons on the part of Seller, automatically amend Purchase Orders already received and furnish the modified spare parts. Buyer has to verify or reject the amended Purchase Orders without undue delay.
20. Sustaining spares support
As long as Seller’s seats of the same type are installed in five (5) aircraft which are in regular operation Seller shall maintain an adequate spare parts support to meet Buyer’s needs for seat repair and overhaul. Seller will inform Buyer about the leadtimes of spare parts in the confirmation of the respective Purchase Order. Seller warrants that each spare seat delivered will be in a proper configuration for installation in Buyer’s aircraft and that each spare part will be in proper configuration for installation in Buyer’s seat. Buyer is obliged to purchase spare parts only from Seller. However, if Seller is not able to produce these spare parts or Seller is after a grace period of thirty (30) calendar days not able to deliver these spare parts in accordance with the agreed leadtimes Buyer shall have the right to purchase these spare parts at any alternative source. In such cases Seller is relieved from all duties resulting from this agreement, including but not limited to the standard warranty.
21. Emergency service
Seller has established a twenty -four hours a day emergency and assistance hotline for all AOG-Parts and technical information service problems. An AOG communication link will allow Buyer to have access on a twenty-four – hours – at – seven – days – a – week – basis to an emergency telephone line that is accessible under the following number: ++49 171.350 7373. The AOG conditions are defined in the applicable Spare Parts Price List.
22. Standard warranty
Seller warrants that at the time of delivery each seat and each spare part purchased by Buyer from Seller, will
a) be free from defects in material, design and workmanship
b) conform to Airworthiness Authority’s requirements, the aircraft manufacturer’s applicable descriptions, specifications, performance warranties and drawings as set forth in Seller’s and Buyer’s applicable specifications
c) be suitable for the intended purposes as set forth in the relevant specification.
The warranty period starts at the time of delivery. Defects or failures attributable to misuse, negligence or unauthorised repair by Buyer, malfunction or failure resulting from non-conformance or non-compliance by Buyer with Seller’s operating, maintenance, overhaul or other approved related instructions furnished to Buyer, are excluded from this warranty. Seller’s warranty shall cease if Buyer uses spare parts or replacement parts which are not approved by Seller on Seller’s seats. Failures occurring on parts subject to normal wear and tear are also excluded from this warranty. Buyer Furnished Equipment is excluded from any warranty of Seller.
23. Warranty terms and conditions
Primary structure: seventy-two (72) months
“Primary Structure” includes and is limited to the following:
track fittings, base legs, base frame, structural tubes and seat spreader assemblies.
Backrest structure: seventy-two (72) months
“Backrest structure” includes and is limited to the following:
sheet metal backrest structure, composite backrest structure, backrest attachment devices.
Armrest structure: thirty-six (36) months
“Armrest structure” includes and is limited to the following:
sheet metal arm structures, armrest attachment devices.
Moving parts: twenty-four (24) months
“Moving parts” includes and is limited to the following:
folding armrest structures and attachments devices, articulating bottom pans, footrest and legrest assemblies, adjustable headrests, recline and legrest actuating mechanisms, adjustable lumbar assemblies, hydrolok and their control cables, in-arm mechanisms, videoarm.
Plastic components: twelve (12) months
“Plastic components” includes and is limited to the following:
vacuum formed parts, injection moulded parts.
Electrical components: twenty-four (24) months
“Electrical components” includes and is limited to the following:
electrical cables, actuators, electronic control boxes for actuators, electronic control switches.
Decorative covers: twelve (12) months
“Decorative covers” includes and is limited to the following:
sewing of dress covers, fabric of the life vest pouches, arm pad covers, fabric and leather closeouts.
Seat bottom: twenty-four (24) months
Seat back: thirty-six (36) months
All other components: eighteen (18) months
“All other components” includes, but is not limited to the following:
bottom pans, diaphragms, food table structures, food table legs, IFE equipment attachment brackets, life vest pouches, attendant steps.
Spare parts: twelve (12) months
Rectification or replacement of items under warranty shall be made within a mutually agreed time after receipt of warranty claim and the defective item at Seller’s costs. In the event of a rectification and replacement of warranty items at a place designated by Buyer , Seller shall be responsible for the costs. If, however, a failure is deemed by Seller not to constitute a warranty, Buyer shall reimburse to Seller all costs for replacement or rectification, including transportation costs. The not expired portion of this warranty for a seat or spare part shall only be enforceable by airlines in commercial air transport service other than the Buyer, if the seat or spare part is in the possession of a third party airline as a result of sale, exchange, pooling or leasing between such other airline and the Buyer. Subject to the provisions, limitations and exclusions of the foregoing warranty, provided the airline operator exercises the same care during operation and maintenance as Buyer. The rights and remedies of Buyer provided in this article shall be exclusive. Any further liability of the Seller is excluded. If an item has to be repaired or replaced because of a warranty claim, there will be a suspension on the original warranty period up to the date the replacement or repair of the item is finished. The warranty period will be suspended for the period necessary for replacement or repair and will continue after finalization of replacement or repair. Should any seat or spare part fail to comply with the warranty and this is discovered within the applicable warranty period and Seller receives within fifteen (15) calendar days after discovery of a deviation or defect a warranty claim, Seller shall at its own expense without undue delay make all necessary rectifications or furnish replacement on Seller’s option Buyer’s notice of warranty claims shall contain the following information regarding the item:
a) Part Number
c) Serial Number
e) Kind and Extent of Failure
f) Delivery date
Seller will analyze Buyer’s warranty claims on the basis of Seller’s reports from Seller’s regional representative and Seller’s inspection, tests, findings during repair and failure analysis.
24. Buy back of surplus spare parts
Seller may at its own discretion agree to repurchase from Buyer initial provisioning spare parts which were originally delivered by Seller to Buyer. Seller may repurchase the spare parts within a period of not less than one (1) year up to three (3) years calculated from the delivery date of the first shipset to Buyer under the following conditions:
a) Surplus spare parts must result from Buyer’s initial provisioning based upon and fitting with Seller’s recommendations and the terms of the Purchase Agreement, and
b) the aircraft was in regular operation during the period of time mentioned in this article, and is still in operation, and
c) Buyer shall present a list to Seller of the excess spare parts during the aforementioned period, and
d) all transportation charges from Buyer’s main base in connection with the redelivery to Seller of any spare parts repurchased by Seller hereunder shall be borne by Buyer, and
e) spare parts must be new, unused (e.g. no damage, no wear, no colour deficiency) and “ready for installation” and
f) the price for the repurchased spare parts shall be seventy percent (70 %) of the original price paid by the Buyer.
If the quantity of spare parts of a certain partnumber purchased by Buyer has exceeded the recommended quantity in the Recommended Spare Part List (RSPL) of Seller, Seller shall have no obligation to repurchase these spare parts.
25. Specification updating
Whenever the specification is affected by a change requested by Buyer which was not originally listed or specified in Buyer’s request for proposal, Seller will update its specification accordingly by supplying revised documentation to Buyer. Costs shall be borne by Buyer. If the specification is updated by a change initiated by Seller, the respective costs shall be borne by Seller.
26. Modification designation
All modifications shall be indicated on a modification plate or by either, a change in part number or an additional designation thereto.
27. Support services
As long as Seller’s seats of the same type are installed in five (5) aircraft which are in regular operation, Seller will maintain at its factory adequate facilities and qualified personnel to provide to Buyer or their selected repair station facility support services such as technical assistance, maintenance and overhaul assistance, spare parts, modification kits, overhaul manuals, maintenance data, service bulletins, spare parts lists and repair services. Except as otherwise provided in the Purchase Agreement, the specified support services shall be provided at reasonable prices established by Seller and incorporated in Purchase Orders issued by Buyer to Seller.
28. Technical publications
Seller shall supply to Buyer technical publications and revisions thereto required to operate, maintain, repair and overhaul the seats supplied by Seller. The costs shall be borne by Buyer. All technical publications shall be in accordance with ATA Spec. 100 requirements. The quantities for each type of technical publication are based on seat quantities. Technical publications shall be delivered free carrier (Incoterms 2000), place of delivery is Seller’s facility on or before the delivery dates according to relevant Purchase Agreement. Appropriate revisions to all technical publications shall be supplied to Buyer from time to time as required to maintain such publications current throughout the support period. Such revisions shall be provided in the same format and quantity as originally delivered publications and shall show revision date and identification code. Revisions due to changes affecting more than one publication shall be issued simultaneously.
If requested, Seller shall conduct one (1) training course for a maximum of five (5) persons on one calendar day at no charge at his facilities, which pertains to product description, operating, maintenance, functional test, overhaul and assembly. Transportation and other expenses for the time spent at Seller’s facility will be borne
30. Buyer Furnished Equipment (BFE)
Seller does not assume responsibility with regard to the quality of BFE. Buyer agrees to indemnify Seller against all costs and expenses suffered or incurred by Seller related to bad quality of BFE.
Delivery dates of BFE shall be agreed upon at the Initial Technical Co-ordination meeting. Buyer shall deliver BFE DDU (Incoterms 2000). Seller will be responsible for completion of the customs formalities and for inward processing. Notwithstanding the foregoing provision in case the BFE can not be exported in due time according to the rules of inward processing due to causes within the responsibility of Buyer, Buyer shall be obliged to refund Seller the customs duty to be paid. In the event delivery of BFE shall be delayed beyond the agreed delivery date of BFE, Seller shall have the right to charge Buyer with an amount of five Euro (5 €) per day of delay and per delayed part of BFE. However, in the event such delay induces for Seller a damage of a value exceeding the above mentioned liquidated damages, Buyer shall compensate Seller for the full amount of this excess. Seller shall be entitled to demand from Buyer a charge for handling of the BFE of fifty per cent (50 %) of the customs office invoice value.
Either party will indemnify the other party, its directors, officers, employees, agents or subcontractors from and against all claims of third parties related to damage to property and injury to or death of any person caused by the gross negligence or the wilful misconduct of the party, its directors, officers, employees, agents or subcontractors in connection with or as a result of the seats and spare parts supplied under the Purchase Agreement, but the liability of Seller shall be limited to the contents of the liability insurance of Seller to a maximum amount of € 500,000,000 (five hundred million Euro). Liability for consequential damages and loss of profit are expressly excluded.
32. Field service
As long as Seller’s seats of the same type are installed in five (5) aircraft which are in regular operation, Seller shall furnish, without additional charge, periodic technical representative visits to Buyer's permanent maintenance and overhaul locations to assist with the maintenance, overhaul, operation, tooling, spares, provisioning and training requirements of Buyer.
33. Applicable law and jurisdiction, competent court
Should any dispute arise in connection with the Purchase Agreement Buyer and Seller, through their senior managements, shall endeavour to reach an amicable agreement with respect thereto. If no amicable agreement can be reached, all disputes, controversies, or differences which may arise out of or in relation to or in connection with the Purchase Agreement, including its legal validity and continued effectiveness after termination, shall be decided by a court of arbitration. The arbitration proceedings shall take place in Zurich, Switzerland, according to the Rules of Conciliation and Arbitration of the International Chamber of Commerce.
The Purchase Agreement shall be governed by and interpreted in accordance with the laws of the Federal Republic of Germany. The UN Convention on contracts for the International Sale of Goods (CISG) shall not apply.
Any failure at any time of either party to enforce any provision of the Purchase Agreement/General Terms Agreement shall neither constitute a waiver of such provision nor prejudice the right of either party to enforce such provision at any subsequent time.
The Purchase Agreement shall remain in force and effect for such time as Seller’s seats are installed in Buyer’s aircraft or until the Purchase Agreement is terminated in whole or in part under the provision of article Excusable Delay, Non-Excusable Delay and Default of Seller and/or Buyer or by mutual consent.
Buyer shall not assign any rights under the Purchase Agreement except as expressly allowed herein without prior written consent of Seller which shall not be unreasonably withheld.
37. Entire Agreement
The Purchase Agreement with the attachments hereto and the respective Purchase Orders shall constitute the entire agreement of the Buyer and Seller.
38. Amendments and Alterations
The Purchase Agreement shall not be varied in terms or amended except by an instrument in writing explicitly named an amendment to the Purchase Agreement and signed by duly authorised representatives of the parties.
In case one or more of the provisions contained in the Purchase Agreement should be or become fully or in part invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality, and enforceability of the remaining provisions of the Purchase Agreement shall not in any way be affected or impaired. Any provision which is fully or in part invalid, illegal or unenforceable shall be replaced by a provision which best meets the purpose of the replaced provision; the same applies in case of an omission.