GENERAL TERMS & CONDITIONS

Article 1: COMPANY

1.1    CHINA EUROPE AVIATION GROUP B.V. (CEAG) is a Dutch company with private limited liabilities, registered with the Chamber of Commerce with number 70482888.

Article 2: SCOPE

2.1    The clauses in these General Terms and Conditions have been included not only for the benefit of CEAG, but also for the benefit of all persons working for CEAG or persons that have been working for CEAG and all persons engaged by CEAG in the execution of any instructions and all persons for whose acts or omissions CEAG could be liable.

2.2    These General Terms and Conditions are applicable to all propositions of and agreements with CEAG, to all possible follow-up propositions, and or agreements and all other (related) activities/agreements.

2.3    The applicability of any General Terms and Conditions that the client may have is explicitly rejected.

Article 3: LIABILITY

3.1    CEAG performs each engagement carefully and to the best of its understanding and ability. CEAG cannot give any guarantees in the results.

3.2    CEAG is not liable for third party negligence and/or non-fulfilment of obligations.

3.3    CEAG is not liable to the client for the losses and/or damages suffered by the client as a direct or indirect result of a culpable action of CEAG.

3.4    If third parties are engaged by CEAG to perform (a part) of its engagement, CEAG is not liable to the client for any default or error made by these third parties. CEAG is authorised by the client to accept any limitation to the liability of third parties on behalf of the client.

3.5    If the carrying out of instructions by CEAG leads to liability, this liability shall be limited to the total invoice amount of each case.

3.6 Notwithstanding the provisions of Section 6:89 of the Civil Code, the right to compensation shall, in any case, expire twelve months after the event from which the damages arises directly or indirectly and for which CEAG is liable.

3.7   The instructions that have been given shall be carried out exclusively for the client. Third parties cannot derive any rights from the content of the work carried out.

Article 4: CONFIDENTIALITY

4.1    Unless any law, guideline or other (professional) regulation requires her to do so, CEAG is obliged to keep confidentiality toward third parties regarding confidential information obtained through the client. The client can give an exemption for this.

4.2   Unless given permission in writing, CEAG does not have the right to use confidential information obtained through the client for any other purpose than for the purpose it is was obtained for. An exemption is made if CEAG will act for herself in disciplinary-, civil- or criminal proceedings in which the information can be relevant.

4.3    CEAG and the client will oblige third parties engaged by them to abide by this article.

4.4    The client is aware that the duty of confidentiality guaranteed by CEAG cannot be guaranteed with respect to information provided by or to the client via e-mail or phone.

Article 5: OBLIGATIONS OF THE CLIENT

5.1    The client warrants the accuracy, completeness and reliability of the information, data and documents made available to CEAG and/or the third party in question, even if the information has come from third parties.

5.2    The client agrees to indemnify and hold harmless CEAG and its auxiliary persons against claims by third parties who claim to have suffered damages as a result of or in connection with the work carried out by CEAG on behalf of the client or against claims by third parties who claim that they have suffered damages as a result of a disclosure mistakenly made by CEAG or one of its employees or other auxiliary persons under the Dutch Disclosure of Unusual Transactions (Financial Services) Act.

5.3    Payment of the invoices of CEAG shall take place within 14 days of the invoice date, except otherwise agreed, without suspension or setoff.

5.4    Any protest against the invoice and/or services must be filed with CEAG in writing by mail to p.yuen@ceag-aero.com within 10 days after receipt of the invoice. The date of receipt by CEAG is determinative. After the term of 10 days, the client has forfeited its right to protest against the invoice and or the services.

Article 6: FEES

6.1    All prices of CEAG are excluded Value Added Tax (VAT).

6.2   The invoice must be paid within 14 days after the date of the invoice. If no payment is received on the 15th day, CEAG is authorised to charge EUR 25 administration costs and a compounded legal interest of 8% per year with a minimum of EUR 15. The interest is calculated over a full month.

6.3 All judicial or non-judicial costs connected with the collection of outstanding amounts shall be for the client’s account. Judicial costs are not limited to the nominal costs of the procedure awarded by the court, but shall be for the account of the client in full if it is judged to be in the wrong.

Article 7: DUTY TO INFORM

7.1    These General Terms and Conditions are shown on the website: www.CEAG-AERO.com and are applicable to every quotation, offer or assignment of CEAG.

7.2    On request, CEAG shall send the client a copy of these General Terms and Conditions by mail.

7.3    CEAG reserves the right to modify these General Terms and Conditions at any time.

Article 8: Governing Law and Jurisdiction 

8.1.    All disputes arising in connection with the present contract or any agreement resulting therefrom, between CEAG and the client shall be governed by and construed in accordance with the laws of the Netherlands.

8.2.    In the situation the client has residence in the Netherlands, the Court of Rotterdam shall have jurisdiction.

8.3     In the situation the client has residence outside the Netherlands, CEAG has the right to choose to submit the arising dispute (insofar no amicable settlement can be reached) to the Court of Rotterdam or the Netherlands Arbitration Institute (N.A.I.) in Rotterdam (www.nai-nl.org). This arbitration institute shall give binding advice in accordance with the Arbitration Rules of the Netherlands Arbitration Institute. The binding advisors shall be appointed according to the list procedure. The place of arbitration shall be in Rotterdam. The arbitral tribunal shall compromise three-arbitrators. The arbitral proceeding shall be conducted in the English language.

Version June 2018