Mel Aviation Components Limited (MAC) Terms and Conditions of Sale of Components and Supply of Services
- Definitions
In these Terms and Conditions, unless the context requires otherwise:
MAC is an abbreviation of Mel Aviation Components Limited.
MAC’s Premises means Centron Unit 2, Crompton Way, Crawley, RH10 9QR, UK or other such address as may be notified by MAC from time to time.
Contract means the agreement arising when any quotation made by MAC is accepted by the Customer, or when the Customer’s Order is accepted by MAC, under these Terms and Conditions of Sale (Terms and Conditions).
Customer means the company, entity or individual purchasing Components or Services from MAC.
Delivery means the point in time a Component is made available by MAC for collection from MAC’s Premises.
Component means an aviation component or components.
Order means the Customer’s order for the Components as set out in the Customer’s order form or in the Customer’s written acceptance of MAC’s quotation, as the case may be.
Services means Component repair management services, or other services as may be set out in writing between MAC and the Customer. - Application and Precedence
2.1. Any quotation provided by MAC shall remain valid for acceptance for a period of 7 days from the date of the quotation, unless in the quotation some other period is specified, or the quotation is withdrawn by MAC.
2.2. These Terms and Conditions shall apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing unless by way of supplemental terms agreed to and signed by both MAC and the Customer.
2.3. Any special conditions relating to the supply of Components or Services and agreed between MAC and the Customer shall be laid out in writing under supplemental terms and shall take precedence over these Terms and Conditions.
- The Customer’s Order and Duties
3.1. The Customer shall be responsible to MAC for ensuring the accuracy of the terms of any Order submitted.
3.2. The Order shall only be deemed to be accepted when MAC issues a written acceptance of the Order, at which point the Contract shall come into existence.
3.3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of MAC which is not set out in the Contract.
- Price
4.1. Prices are exclusive of all taxes and duties which shall be paid by the Customer. Should MAC be required to pay any such taxes or duties on behalf of the Customer, the Customer shall reimburse MAC forthwith upon demand.
4.2. Quotations given by MAC in a currency other than US Dollars are based on the rate of exchange at the time of quoting and unless otherwise stated, pricing may at MAC’s discretion be subject to revision should a different rate of exchange apply at the date of invoice.
- Supply and Delivery of Components
5.1. Unless otherwise agreed in writing, MAC shall notify the Customer (either in writing or orally) when the Components are ready for collection from MAC’s Premises.
5.2. Each Delivery of a Component shall be treated as taking place under a separate Contract, and any default or delay by MAC in a single Delivery shall not entitle the Customer to repudiate any previous or subsequent Contract.
5.3. Components will be supplied with EASA Form 1, or where Components are supplied under FAA Form 8130-3 or CAA Form 1, they will include a dual EASA Part 145 maintenance release statement and will be packaged in accordance with good industry practice.
5.4. If MAC and the Customer agree that MAC shall arrange or undertake the insurance and transport of the Components beyond the point of Delivery at MAC’s Premises, such costs shall be borne by the Customer and shall not affect the provisions of the Contract regarding the passing of risk.
5.5. Any cancellation or warranty claim must be submitted in writing. All returns, including those related to warranty claims, must be accompanied by a Return Material Authorisation number (“RMA”).
5.6. For exchange or loan transactions, return periods and conversion values shall be as set out on MAC’s invoice.
5.7. Returned Components may be subject to a restocking fee.
- Payment
6.1. MAC shall issue invoices to the Customer showing all sums due under the Contract. All payments shall be made by the Customer in the currency, to the bank account, and within the timeframe specified on MAC’s invoice (“Payment Due Date”) in cleared funds. Time for payment is of the essence.
6.2. Without prejudice to MAC’s rights under Clause 10, if the Customer fails to make any payment within 15 days of the Payment Due Date, MAC shall have the right (without limiting any other rights or remedies available) to suspend or terminate all further Orders and Deliveries of Components until such default is remedied. Any additional costs or expenses incurred as a result shall be borne by the Customer.
6.3. In addition to payment of the price, the Customer shall pay interest on all overdue amounts at a rate of 10% per annum, accruing daily, until payment is received by MAC. The Customer shall also reimburse all costs and expenses (including legal costs) incurred in recovering any overdue amounts.
6.4. If the Customer fails to take Delivery of the Components on the agreed date, or if MAC is prevented or hindered from performing its obligations due to any act or omission by the Customer, MAC shall be entitled (without prejudice to any other rights or remedies) to invoice the Customer for the price as if Delivery had occurred. The Customer shall promptly reimburse MAC for all costs and expenses incurred up to the time of actual collection of the Components.
- Risk and Title
7.1. The risk in the Components shall pass to the Customer upon Delivery.
7.2. Notwithstanding that risk in the Components shall pass to the Customer in accordance with Clause 7.1, title to the Components shall remain with MAC until payment in full has been received by MAC:
I.) for those Components and/or Services;
II.) for any other goods supplied by MAC; and
III.) in respect of any other monies due from the Customer to MAC on any account.
7.3. Any resale by the Customer of Components in which title has not passed to the Customer shall be made by the Customer as agent for MAC.
7.4. The proceeds of sale of any resale by the Customer pursuant to Clause 7.3 shall be held in trust by the Customer for the benefit of MAC and placed in a separate account until accounted to MAC.
7.5. At any time before title to the Components passes to the Customer (whether or not any payment to MAC is then overdue or the Customer is otherwise in breach of any obligation to MAC), MAC may (without prejudice to any other rights):
I.) retake possession of all or any part of the Components and enter any premises for that purpose (or authorise others to do so), which the Customer hereby authorises;
II.) require delivery up of all or any part of the Components.
7.6. Title to Components or any parts thereof which are returned to MAC by the Customer and which MAC subsequently replaces pursuant to the terms of this warranty shall revest in MAC in accordance with Clause 7.2.
7.7. MAC may at any time appropriate sums received from the Customer as it thinks fit, notwithstanding any purported appropriation by the Customer.
7.8. Each Clause and sub-Clause of this Clause is separate, severable, and distinct and, accordingly, in the event of any of them being for any reason whatsoever unenforceable according to its terms, the others shall remain in full force and effect.
- Warranty
8.1. MAC will provide the following warranties unless otherwise agreed:
I.) For any Component which is Inspected/Tested (IN/TE), MAC will provide a warranty of thirty (30) days.
II.) For any Component which is Repaired or Modified (RP/MOD), MAC will provide a warranty of six (6) months from the tag date, in line with the maintenance provider’s shop warranty.
III.) For any Component which is Overhauled (OH), MAC will provide a warranty of twelve (12) months from the tag date, in line with the maintenance provider’s shop warranty.
IV.) For any Component which is Factory New (NEW), MAC will provide a warranty of twenty-four (24) months from the tag date, or the balance of any warranty given to MAC by the original Manufacturer or supplier, whichever is greater.
8.2. Where a warranty claim is confirmed by MAC’s maintenance provider, MAC will, at its discretion, repair or replace such Components (or the defective part).
8.3. The Customer shall inspect all Components promptly upon Delivery and must notify MAC of any claim or rejection within ten (10) calendar days thereafter. If no such notice is received within this period, the Components will be deemed to have been accepted by the Customer.
8.4. The warranty set out in Clause 8.1 is subject to the following conditions:
I.) The Components have been stored, maintained, installed, operated, and used in accordance with the relevant CMM and not subjected to wilful damage; and (ii) The Component, or the aircraft it was fitted to, has not been subject to misuse or involved in any Incident.
8.5. MAC’s obligations under this warranty shall not apply where:
I.) The Customer has failed to make payment in accordance with Clause 6; or
II.) Any defect arises from fair wear and tear, wilful damage, or abnormal working conditions; or
III.) The Customer does not notify MAC within ten (10) calendar days of the failure of the relevant Component; or
IV.) The Customer does not provide MAC with a full defect report in relation to the relevant Component.
8.6. A claim by the Customer in respect of any defect in the Components, or any delay in Delivery, shall not entitle the Customer to cancel or refuse such Delivery or withhold payment.
8.7. The provisions of this warranty represent the entire liability of MAC, its officers, employees, and agents with respect to any matter arising out of or in connection with the quality or condition of the Components or any part thereof. All other warranties, guarantees, terms, conditions, representations, or liabilities (whether for direct, indirect, or consequential loss or damage or otherwise), whether express or implied by statute or common law, are excluded to the fullest extent permissible by law.
- Limitation of Liability
9.1. MAC shall not be liable to the Customer, whether in contract, tort (including but not limited to negligence), breach of statutory obligation, or otherwise, for any loss of profits (direct or indirect), business interruption, loss of sales, loss of use, loss of opportunity, loss of goodwill, or loss of turnover. MAC shall not, in any circumstances, be liable for any losses, actions, claims, proceedings, judgments, damages, compensation, obligations, injuries, costs, expenses, or other liabilities, whether direct or consequential, arising directly or indirectly out of or in connection with any act, default, or omission of MAC. Any other remedy which might otherwise be available in law to the Customer is hereby excluded to the fullest extent permitted by law.
9.2. MAC’s total liability in contract, tort (including negligence), misrepresentation, or otherwise shall be limited to the value of the Component.
- Indemnity
10.1. The Customer shall, on demand, indemnify MAC in full against all losses, liabilities, actions, claims, proceedings, judgments, damages, compensation, obligations, injuries, costs, and expenses (including legal costs and expenses) of whatever nature suffered by MAC to the extent that such losses or liabilities are caused by or related to:
I.) any claim for personal injury, death, loss, or damage, whether directly or indirectly occasioned by default (including non-compliance with any statutory or other obligation in relation to the Components), failure to follow MAC’s instructions (whether written or oral), or misuse or mis-operation of the Components by the Customer or any person other than MAC; or
II.) the improper incorporation, assembly, use, processing, storage, or handling of the Components by the Customer.
- Termination
11.1. If the Customer becomes insolvent, enters administration, bankruptcy, liquidation, or any similar process, or if MAC reasonably believes the Customer’s financial position has become impaired, MAC may cancel or suspend all further deliveries under this or any other contract without liability. All outstanding sums for Components already delivered shall become immediately due.
11.2. If the Customer commits a material breach of these Terms and Conditions, MAC may terminate the Contract immediately, in whole or in part.
11.3. In the event of the Customer’s insolvency or bankruptcy, MAC shall have a general lien over all items attributable to the Customer in MAC’s possession (even if paid for) until all outstanding amounts are settled.
11.4. The Customer shall not have the right to set off any claims against sums otherwise due to MAC.
11.5. Upon termination of the Contract, MAC shall be entitled to set off any claims it has against the Customer against any amounts otherwise payable to the Customer.
11.6. Termination shall not affect MAC’s accrued rights or remedies.
- Licences
12.1. The obtaining of any license or consent for the export of the Components from the United Kingdom shall be the responsibility of the Customer.
12.2. The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Components into the country of destination and for the payment of any duties thereon.
- Waiver
Any failure, delay, or indulgence by MAC in exercising any right or remedy under these Terms shall not operate as a waiver of that right, nor prevent its future exercise. The Customer’s obligations shall remain in full force and effect.
- Assignment of Contract
MAC may assign the Contract and its rights or obligations in whole or in part. The Customer may not assign or transfer any rights or obligations without MAC’s prior written consent. - Sub-Contracting
MAC may sub-contract any of its obligations under the Contract. - Severability
If any provision of these Terms, or any part of a provision, is found to be invalid, unlawful, or unenforceable by a court or other competent authority, that provision (or part) shall be deemed deleted. The remainder of these Terms shall continue in full force and effect, and the validity and enforceability of all other provisions shall not be affected. - Confidentiality
The Customer shall treat these Terms, the Contract, and any supplemental terms as strictly confidential and shall not disclose them to any third party without MAC’s prior written consent, except where disclosure is required by law or regulation. - Notices
All notices must be in writing and delivered by hand, recorded mail, or email. A notice takes effect when received at the recipient’s usual business address (or such other address as notified in writing). - Interpretation
Headings are included for convenience only and shall not affect the interpretation or construction of these Terms and Conditions. - Business Ethics
Both Parties agree to conduct all business activities in compliance with the laws set out in Clause 21 and to do so without engaging in anti-competitive practices, bribery, corruption, slavery, or human trafficking. Both Parties shall also ensure compliance with the UK Bribery Act and Modern Slavery Act. - Governing Law and Jurisdiction
21.1. These Terms and Conditions, and any related non-contractual obligations, shall be governed by and construed in accordance with English law.
21.2. The courts of England shall have exclusive jurisdiction over any dispute arising from or in connection with these Terms and Conditions, including disputes concerning their existence, validity, or termination (each, a “Dispute”).
- Arbitration
22.1. Subject to Clause 21, any Dispute may be finally resolved by arbitration under the London Court of International Arbitration Rules (the “Rules”).
22.2. The arbitral tribunal shall consist of a single arbitrator. The seat of arbitration shall be London, England, and the language shall be English.
22.3. Except as provided in Clause 22.4, the Parties exclude the jurisdiction of the courts under Sections 45 and 69 of the Arbitration Act 1996.
22.4. MAC may, by written notice to the Customer, require that all or any specific Dispute be heard by a court of law. Any such Dispute shall then be determined in accordance with Clause 21.
22.5. This Clause is for the benefit of MAC only. MAC may initiate proceedings in any other court with jurisdiction and, to the extent permitted by law, pursue concurrent proceedings in multiple jurisdictions.
October 2025