Terms of Sale

These terms apply to quotations issued and orders accepted by ZOLORET TRADING LIMITED on or after the date on which this version is referenced in a Quotation or Order Confirmation. They do not apply retrospectively to contracts concluded before then. They are intended for customers acting in the course of a business.

1. Definitions and scope

• "Supplier" means ZOLORET TRADING LIMITED (registration number HE 102412), registered office Stavrou 56, KARYATIS CENTRE, BLOCK A, Floor 1, Office 104, 2035 Nicosia, Cyprus.
• "Customer" means the business named in the Quotation or Order Confirmation.
• "Goods" means parts, components, tyres, fluids, consumables, tooling and other items supplied; "Services" means repair, overhaul, exchange or other work coordinated by the Supplier and performed by a Repair Organisation.
• "Repair Organisation" means the appropriately approved third-party organisation that performs Services.
• "Quotation" means the Supplier's written quotation; "Order Confirmation" means the Supplier's written acceptance of the Customer's order; "Transaction Terms" means terms specifically agreed in writing by both parties for the transaction, including the accepted Quotation.

These terms apply where they are referenced in a Quotation or Order Confirmation. In case of conflict, Transaction Terms prevail over these terms. An Order Confirmation cannot by itself change a term already agreed in the Quotation or Transaction Terms: if an Order Confirmation differs from what was agreed, the agreed term applies unless both parties accept the change in writing. The Customer's own purchase terms apply only if the Supplier expressly accepts them in writing.

2. Requests, quotations and acceptance

• A request for quotation (RFQ) or enquiry is not an order.
• A Quotation is valid for the period stated in it.
• Before an order is accepted, the Quotation or Transaction Terms will state the items that must be agreed for that transaction: price and currency, payment terms, the Incoterms® rule, named place and edition, the condition and documentation of each item, any warranty, and, where relevant, core return deadlines, inspection periods, additional charges and any liability limitation. The Supplier will not accept an order in which these are left undefined where they are relevant to the supply.
• A contract is formed only when the Supplier issues an Order Confirmation. The Supplier may decline any order.
• Changes to a confirmed order require the written agreement of both parties. Neither party may unilaterally change agreed terms with retrospective effect.

3. Prices, taxes and payment

Prices, currency, and whether VAT, duties, customs charges, freight, insurance and bank charges are included, are as stated in the Quotation. VAT is charged where applicable at the rate in force at the time of supply. Payment terms, including any advance payment, milestones or credit period, are as agreed in the Quotation. If payment is late, the Supplier may claim the interest and recovery costs allowed by law for late payment in commercial transactions, unless a different arrangement has been agreed.

4. Delivery, risk and title

• Delivery is on the Incoterms® rule, named place and edition agreed for the transaction. Risk passes in accordance with that rule.
• Title to Goods passes to the Customer when the Supplier has received full payment for them, unless expressly agreed otherwise and subject to mandatory law. Passing of risk does not by itself transfer title. Until title passes, the Customer must keep the Goods identifiable and properly stored.
• Lead times are estimates unless a fixed date is expressly agreed. The Supplier will inform the Customer promptly of any expected delay.
• Dangerous goods are shipped in accordance with applicable transport regulations. The Customer must provide any information needed for that purpose.

5. Condition, traceability and documentation

• The condition of each item (for example new, new surplus, serviceable, repaired, overhauled or retreaded) is as stated for that item in the Quotation.
• Part number, serial or batch number where applicable, and the documents to be supplied (for example an authorised release certificate such as EASA Form 1 or FAA Form 8130-3, a certificate of conformity, or a manufacturer's batch certificate) are as listed for that item. No other documentation is implied.
• For items with a limited shelf life, cure date or batch expiry, the minimum remaining life at delivery is as stated in the Quotation where applicable.
• The Customer is responsible for confirming that each item and its documentation are eligible and acceptable for its intended installation and regulatory environment.

6. Coordinated services

• Services are performed by the Repair Organisation identified in the Quotation, within the scope of its approval. The Supplier coordinates the Services and is responsible for that coordination with reasonable care and skill.
• Quoted prices for Services may be estimates pending inspection by the Repair Organisation. Where inspection shows that additional work, parts or costs are needed beyond the agreed scope or estimate, the Supplier will inform the Customer with the reasons and the revised estimate. Additional work is carried out only with the Customer's prior written approval.
• Units are returned with the release documentation issued by the Repair Organisation, as stated in the Quotation.

7. Inspection on receipt and claims

The Customer should inspect Goods promptly on receipt and notify the Supplier in writing of any visible damage, shortage or discrepancy in quantity, part number or documentation without undue delay, and within any inspection period agreed for the transaction, with supporting evidence such as photographs. Defects that could not reasonably be found on inspection (latent defects) should be notified promptly after discovery. This clause does not remove rights the Customer has under applicable law.

8. Warranty

Any warranty given by the Supplier, including its scope and duration, is as expressly stated in the Quotation. Where a manufacturer or Repair Organisation warranty is available, the Supplier will pass it on to the Customer where it can, or assist the Customer in making a claim under it; this is in addition to, and does not replace, the Supplier's own obligations. Nothing in these terms excludes or limits any statutory right or liability that cannot lawfully be excluded or limited.

9. Returns

Goods may be returned only with the Supplier's prior written return authorisation, in the condition and with the documentation required by that authorisation. Any handling or restocking charge applies only if stated in the Quotation or agreed in the authorisation. Returns because of a defect or error for which the Supplier is responsible are handled under clauses 7 and 8 and are not subject to a restocking charge.

10. Exchange units, cores and tyre casings

• Where an exchange is agreed, the Customer must return the removed unit (core) or tyre casing of the part number, and where relevant the serial or modification standard, stated in the Quotation, complete and with the documentation stated there.
• The return deadline, and any charges for late return, non-return, or unrepairable or ineligible cores or casings, are as stated in the Quotation.
• Responsibility for return transport, and its cost, is as stated in the Quotation.
• If a core or casing is assessed as ineligible or beyond economical repair, the Supplier will give the Customer the assessment and supporting evidence and a reasonable opportunity to dispute it before any related charge becomes final.

11. Export controls and sanctions

Supply is subject to applicable export-control and sanctions law and to any licence required and its conditions. The Customer must provide accurate end-use and end-user information on request and must not re-export, transfer or use Goods in breach of applicable law. Clauses required by law for a specific transaction, such as the EU "no re-export to Russia" clause, are included in the Quotation or Order Confirmation where applicable and take effect in addition to these terms. See our Export Compliance Statement.

12. Suspension, cancellation and termination

• The Supplier may suspend performance to the extent necessary if the Customer fails to pay an amount when due and does not pay within a reasonable period after written notice, or where continuing would breach applicable law, including export-control or sanctions law.
• Either party may terminate an order by written notice if the other materially breaches it and does not remedy the breach within a reasonable period after notice, or becomes insolvent.
• The Customer may cancel a confirmed order only with the Supplier's agreement. Unless different cancellation charges are agreed in the Quotation, the Customer pays the Supplier's reasonable, documented costs incurred or irrevocably committed for the order before cancellation. The Supplier will take reasonable steps to mitigate those costs, will deduct any costs avoided or amounts recovered (for example by returning or reselling items), and will not recover the same cost twice.
• On termination or cancellation, amounts paid for Goods or Services not delivered are refunded, less amounts properly due to the Supplier.

13. Force majeure

A party is not liable for delay or failure to perform to the extent it is genuinely prevented from performing by an event beyond its reasonable control whose effects it could not reasonably have avoided or overcome, such as natural disasters, war, new governmental or sanctions measures, or airspace or port closures. A failure of a supplier or carrier counts only if it is itself caused by such an event and no reasonable alternative is available; ordinary supplier or carrier delays do not qualify. The affected party must notify the other promptly with an explanation, take reasonable steps to mitigate, and resume performance as soon as possible. If the event prevents performance for a prolonged period, the parties will discuss in good faith a reasonable solution; if none is agreed within a reasonable time, either party may terminate the affected order by written notice stating the reasons, with refunds under clause 12.

14. Confidentiality and data protection

Each party will keep confidential the other's non-public commercial information received in connection with an order, except as needed to perform it or as required by law or a competent authority. Personal data is handled in accordance with our Privacy Policy and applicable data protection law.

15. Liability

Any financial cap on either party's liability, and any exclusion of indirect or consequential loss, applies only if expressly agreed in the Quotation or Transaction Terms. Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct or gross negligence, or any other liability that cannot be limited or excluded under applicable law.

16. Governing law and jurisdiction

These terms and any contract incorporating them are governed by the laws of the Republic of Cyprus, and the courts of Cyprus have jurisdiction, unless the parties expressly agree otherwise in the Transaction Terms. This is without prejudice to mandatory provisions of law that apply regardless of the parties' choice.

17. General

If any provision is found invalid, the rest remains in force. A failure or delay in exercising a right is not a waiver of it. Notices must be in writing, including by email to the addresses stated in the Quotation or Order Confirmation.