Terms and Conditions

1. Scope of Validity

1.1 These General Conditions of Business for Component Services (“GCBCS”) are valid for (a) all component maintenance services performed in connection with an exchange and (b) all component supplies by means of sale, loan or exchange by STRADE Ltd., Flughofstrasse, 8302 Kloten, Switzerland (“STRADE”) ordered by the Customer through STRADE’s online marketplace (“Marketplace”).

1.2 Where the context permits or requires references in the GCBCS to “Service(s)” means any work performed or supply of goods or parts provided by STRADE related to inspection, testing, repair, overhaul, modification, exchange or supply of a component. In the context of the GCBCS, “Component” means a repairable or rotable device, module or individual part of an aircraft identified by part number and serial number in the order described in clause 3 hereunder.

1.3 These GCBCS prevail over any other standard terms of business suggested by the Customer, and any conflicting terms in any of the Customer’s documents given to STRADE at any time are null and void. These GCBCS shall not be amended unless both parties do so in writing.

2. Registration

2.1 Any “Customer” that wishes to order a Service through the Marketplace must be registered with STRADE as a Marketplace customer. Customer can request registration via the relevant Marketplace registration page by providing the required information. Any such request for registration will be validated by STRADE prior to becoming valid. STRADE retains the right to accept or deny registration at its discretion.

2.2 As part of the registration process the Customer will have to create relevant login data (“Login Data”). A Customer can have several users accessing the Marketplace; any such user will have its own Login Data. Customer must ensure that the Login Data be at all times kept safely and confidential. Customer acknowledges and accepts that any misuse of the Login Data will be at the Customer’s own risk and STRADE does not bear any responsibility for any such misuse.

3. The Order Process through STRADE Marketplace

3.1 Any Customer that wishes to place an order for a Component or Service by using the Marketplace must identify themselves by entering their Login Data.

3.2 In order to place an order, the Customer shall follow the relevant onscreen prompts and, in addition, accept these GCBCS by clicking the relevant online confirmation of acceptance icon.

3.3 The STRADE Marketplace order process allows the Customer to check and amend any errors before submitting the order to STRADE. The Customer is responsible for ensuring that the order is complete and accurate.

3.4 After having placed an order, the Customer will receive an email message and an online message through the STRADE Marketplace from STRADE acknowledging receipt of the order. The Customer acknowledges and accepts that STRADE’s acknowledgment of receipt of the order does not mean that the Customer’s order has been accepted. Acceptance of the order will follow the rules set out hereinbelow.

3.5 After having confirmed receipt of the Customer’s order, STRADE will conduct relevant checks, including, without limitation, availability of requested Component(s), export control and credit limit (if available).

3.6 If and when the aforementioned checks are satisfactory to STRADE, STRADE will submit to the Customer a confirmation of acceptance of the order by email and/or through the STRADE Marketplace. A binding contract (“Contract”) shall be deemed to have been concluded upon acceptance of the order by STRADE through Marketplace. Simultaneously with or after sending the acceptance of the order, STRADE will send the invoice to the Customer for payment by the Customer in accordance with the terms set out in clause 13 below.

3.7 If STRADE does not accept the order for any reason, STRADE will inform the Customer of this by email or through the STRADE Marketplace and will not process the order.

3.8 STRADE shall not be under any obligation to accept an order or perform any Services that have not been agreed in accordance with this clause 3.

3.9 STRADE reserves the right to agree with Customer specific terms and conditions not set out herein. Any such specific terms and conditions are only valid if set out and agreed in writing.

4. Standard of Services

The Services shall be performed in accordance with ASA100 and EN9120 standards.

5. Delivery and Redelivery

5.1 Delivery by STRADE is subject to STRADE having received payment of the invoiced amount, unless the Customer is eligible for a credit line and the invoiced amount is within such credit line. The relevant terms of payment are set out in clause 13.

5.2 The Customer at its risk will deliver or cause to be delivered the Component DDP (Incoterms 2020) to delivery location designated by STRADE and will accept or cause to be accepted the Component FCA (Incoterms 2020) at delivery location designated by STRADE.

5.3 In the context of these GCBCS, delivery location for deliveries to STRADE means STRADE’s warehouse in Schillingweg 40, 2153PL Nieuw Venneo, The Netherlands (“Logistics Center”) if no other delivery location is otherwise specified in the Contract. In case Customer ships to another STRADE location not agreed to between the parties, STRADE will forward the Component to the Logistics Center at Customer’s cost.

5.4 On all deliveries to and from the Customer, the Customer shall be importer and exporter of record at any destination other than at the Logistics Center.

5.5 Any delivery that includes one or more Component that is deemed hazardous material, and which requires specific hazardous packing and/or a dangerous goods declaration to be issued prior to shipment, will be subject to a hazardous material fee.

5.6 The Customer shall ensure that all Components are properly packed and secured in accordance with ATA 300 specifications. In case the shipping containers cannot be used by STRADE for the redelivery, Customer shall bear the costs for new shipping containers and will be invoiced accordingly.

5.7 Should the Customer not collect the Component within seven days after the agreed delivery date in accordance with clause 5.1., STRADE may consider such case as cancellation of the Contract by the Customer, in which case a minimum charge of 20% of the Component price shall apply.

6. Exchange

6.1 In the event of an exchange, STRADE shall deliver a serviceable Component (the “Replacement Component”) in exchange for a serviceable or unserviceable Component to be delivered by the Customer (the “Replaced Component”).

6.2 If the Replaced Component is returned in a serviceable condition, the Customer shall deliver such Replaced Component with a dual release tag (FAA and EASA and additional releases equivalent to the Replacement Component) not older than 180 days accompanied by the required documentation including but not limited to (a) the shop visit report, (b) non-incident statement (ATA106 form) from the last operator and from each additional entity involved in the exchange chain until received by STRADE (to evidence full trace on material flow) (c) back to birth traceability (including times & cycles) if required by STRADE and d) reason for removal (unserviceable airline tags). The Replaced Component shall have a warranty of at least (a) 180 days if it has been tested or repaired only or (b) 360 days if it has been overhauled or if it is new. The warranty period will commence on the date of delivery to STRADE. The warranty shall provide for the Replaced Components to be free from defects in workmanship, material and design and be fit for the intended purpose The Replaced Component shall only be maintained and re-certified by the OEM or a maintenance organization approved by STRADE. The list of STRADE’s approved repair stations is available upon request.

6.3 If the Replaced Component is returned (a) in unserviceable condition, (b) without EASA and FAA release certificate and releases equivalent to the Replacement Component and/or (c) if the Customer does not provide the historical data and documentation as required within the period agreed, STRADE or its subcontractors shall inspect, test and perform routine maintenance including repair, overhaul and/or modification of the Replaced Component at Customer’s expenses (including, without limitation, handling and freight charges, if any) in order to achieve the same standard as the Replacement Component initially supplied by STRADE in exchange. In all cases, the Replaced Component must be accompanied at least by the following: (a) non-incident statement (ATA106 form) from the last operator and from each additional entity involved in the exchange chain until received by STRADE (to evidence full trace on material flow), (b) back to birth traceability (including times & cycles) if required by STRADE and (c) reason for removal (unserviceable airline tags).

6.4 If the Replaced Component received from the Customer is either not repairable or is deemed to be of a condition beyond economical repair, STRADE may charge the Customer the replacement cost that is equivalent to the BER Price as stated in the Contract and, without limitation, handling and freight charges, if any. The BER Price stated in the Contract shall be valid for 30 days only. Thereafter the BER Price may be subject to increase depending on market availability as indicated by STRADE on a case-by-case basis.

6.5 The Replaced Component shall be identical (“like for like”), including warranty terms (e.g. OEM warranty or remaining warranty after repair or overhaul), with the Replacement Component and be in same or better condition than the originally supplied Component with an equal or higher modification standard, have a full traceable history, be of same age and life time limitations, be free of PMA parts and DOA/DER repairs (non-OEM licensed manufactures) and be of a modification standard that is acceptable to STRADE. In case the conditions are not met as determined by STRADE at its reasonable discretion, STRADE may (a) reject the returned Replaced Component and convert the exchange transaction into a sale or (b) have the Replaced Component overhauled at Customer’s expense (including, without limitation, handling and freight charges, if any) or (c) apply a depreciated condition differentiation fee according the following table:

d) return the Replaced Component to the Customer; in case Customer does not collect such rejected Replaced Component within 10 days, STRADE reserves the right to ship such Replaced Component with its preferred freight forwarder at actual cost with a markup of 10%.
In case of conversion to sale, the original exchange fee as well as late fees as provided for in clause 6.11 shall apply. Notwithstanding foregoing, for any Component subject to a manufacturer’s life limitation clause 6.6 shall apply.

6.6 If the Replaced Component is subject to a manufacturer’s life limitation, the Customer shall provide a Replaced Component with an equal or newer date of manufacture (“DOM”) than the Replacement Component supplied by STRADE. For any Replaced Component not fulfilling the aforementioned requirement, the Customer shall be charged a life depreciation fee.

6.7 The life depreciation fee is equivalent to the difference of life in months since DOM of the Replacement and the Replaced Component multiplied with the monthly straight-line depreciation of the value based on 100% of the current CCP. The life depreciation fee will be charged in addition to any other charges that apply to the exchange. Upon mutual agreement, the Customer may return an alternative Component, instead of paying the life depreciation fee, provided that such alternative Component is interchangeable and fulfils the requirement of this clause 8 to the extent applicable. Notwithstanding the foregoing, STRADE will not accept any life limited Component with a life remaining of less than 20%.

6.8 Title to the Replaced Component shall transfer to STRADE when the Replaced Component is delivered to STRADE as set out in clause 5.1 and provided STRADE does not reject the Replacement Component in accordance with the terms of the GCBCS. Title to the Replacement Component shall transfer to the Customer when (a) the Replaced Component has been delivered to and accepted by STRADE and (b) when STRADE has been paid in full for the exchange. Any Component exchanged under the provisions of these GCBS shall be free of encumbrances or liens. For the avoidance of doubt, in case a Replacement Component is not accepted by STRADE, the Customer shall pay late fees as per clause 6.12.

6.9 If the Customer cancels an exchange prior to delivery of the Replaced Component, the Customer shall pay the minimum charge together with any costs incurred in respect of such cancellation.

6.10 If a Replacement Component is returned unused, the exchange fee shall apply and the Customer shall return such unused Replacement with the original documentation and a written confirmation (non-usage statement) that the Replacement has not been installed on an aircraft. STRADE may, at its sole discretion, perform a bench test on subject Component and the expenses shall be borne by the Customer.

6.11 If the Customer does not return the Replaced Component within (a) 21 days in case of an unserviceable or unused unit, or (b) 30 days in case of a serviceable unit after delivery of Replacement Component from STRADE’ facility, STRADE will apply a late return fee that is equivalent to the exchange fee stated in the offer.

6.12 The late fee shall be invoiced after the initial period of 21 days respectively 30 days has lapsed and grants the Customer an additional period of 15 days to return the unit. STRADE shall charge the late fee recurrently for periods of 15 days, however after the late fee has been charged three times, STRADE may, at its sole discretion, convert the exchange into a sale and charge the BER Price (as stated in the Contract) as well as the exchange and all already issued late fees in addition. The BER Price stated in the offer shall be valid for 30 days only. Thereafter the BER Price may be subject to increase depending on fair market value as indicated by STRADE on a case-by-case basis. Any return of a unit shall only be completed when STRADE has received and accepted the unit and the required documentation has been received. For the sake of clarity, late fees will apply until the Replacement Component has been accepted by STRADE in accordance with the above.

7. Sale

7.1 The Customer may place an order for a sale through the STRADE Marketplace.

7.2 Subject to prior written approval (incl. email) by STRADE, the Customer may cancel a sale within a maximum period of 7 days from delivery.

7.3 Unless specified otherwise by STRADE it its approval notification, a charge of 20% of the agreed sales price shall become due in case of such cancellation.

7.4 No cancellation of a sale will be accepted later than 7 days after delivery.

8. Warranty for Sale, Loan and Exchange

8.1 STRADE warrants that any Component supplied by STRADE pursuant to an exchange, loan or sale transaction is free from defects in material and workmanship for a period of 180 days for serviceable Components (repaired) and 360 days for overhauled or new Components starting from the date of delivery of the Component to the Customer. Any Component that (a) is not new nor repaired but has only been inspected and tested (b) has been individually sourced from a third party on Customer’s specific order or (c) regardless of its condition, has paperwork that is older than 18 months, will be delivered with a 90 day warranty. Unserviceable components are sold as is without any warranty.

8.2 In the event of an exchange, the Customer shall provide warranty for the Replaced Component that is at least equal to the warranty provided by STRADE for the Replacement Component in clause 8.1.

9. Warranties: Common Provisions and Remedies

9.1 If a Component fails during the applicable warranty period due to a defect which qualifies for warranty, STRADE shall at its discretion and as full and final satisfaction of any liability for such defect (a) rectify the defect free of charge, (b) replace the defective Component with a serviceable equivalent Component on basis of exchange, (c) offer a refund or (d) assign to the Customer any warranties (or the proceeds thereof) STRADE has received from the manufacturer or supplier of the Component. If the Defect is due to STRADE’ or its subcontractor´s faulty workmanship, only option (a) or (b) shall apply.

9.2 The warranties provided in clauses 8 and 9 are in lieu of and the Customer waives all other warranties, obligations and liabilities (express or implied) of STRADE arising by law or otherwise with respect to or relating to the work performed and/or material supplied and/or Services rendered by STRADE for losses in respect of the Component or any of its parts or components or for the loss of the use, revenue or profit or for any other direct, incidental or consequential losses.

9.3 No warranty or protection is provided if the Customer or a third party undertakes modifications or repairs without STRADE’s written consent. Any dismantling or attempt to dismantle a Component by the Customer or a third party unless approved by STRADE will void any warranty.

9.4 The Customer shall report any defect in writing to STRADE as soon as practical and in any event within 14 days after the Customer becomes aware of the defect. STRADE will instruct the Customer of next steps on a case-by-case basis. In case STRADE request the Component to be returned to STRADE, such Component shall be returned including all required documentation (e.g. reason for removal, failure report, aircraft registration).

9.5 This warranty does not apply to defects caused by normal wear and tear or if the Component is not operated, handled or stored by the Customer in accordance with the manufacturer´s intended purpose.

9.6 Where STRADE carries out Services under a warranty claim, STRADE warrants that such Services meet the warranty terms of clause 8 these GCBCS provided that the length of this future warranty shall not extend beyond the original warranty period.

9.7 No warranty period may exceed the mean time between removals (“MTBR”) of a Component as defined by the manufacturer. If the MTBR is less than the warranty period provided in these GCBS, then the MTBR shall apply.

10. Documentation

10.1 The Customer shall supply at its cost all technical documentation necessary for performing the Services.

10.2 Each party to the Contract retains all rights to technical documents provided to the other. The party receiving such documents recognizes these rights and shall not (without the prior written consent of the other party) make these documents available to any third party, either in whole or in part, nor use them for purposes other than those for which they were provided.

10.3 The Customer confirms that any of the Components sent to STRADE were not maintained under other than the civil aviation regulations requirements (e.g. military) and have not been involved in any major incident or accident (as defined by ICAO), nor has it been subjected to severe stress, heat, fire damage, immersed in salt water or otherwise exposed to corrosive agents outside normal operation. Upon STRADE’s request, the Customer shall deliver such statement on individual Component serial number level.

10.4 STRADE does not accept military traceability.

11. Subcontracting

11.1 STRADE may subcontract Services to appropriately EASA-145 approved subcontractors at STRADE’s discretion. Transportation charges from STRADE to the subcontractor both ways will be recharged to the Customer plus a handling fee of ten percent.

11.2 Any subcontracted services will be charged to the Customer on basis of the subcontractor’s invoice plus a handling fee of ten percent, if not quoted otherwise.

12. Prices

12.1 If a fixed price has been agreed upon, such price does not include implementation of Service bulletins or airworthiness directives, replacement of missing parts, housings or racks, removal of non-approved repairs or materials, damage due to mishandling and/or non-observance of manufacturers’ maintenance instructions or repair of foreign or internal object damage unless any of aforementioned services has expressly been agreed upon as included in the fixed price.

12.2 All prices are exclusive of Taxes and VAT.

12.3 The term “Taxes” means: withholding taxes, withholding on VAT, duties, excises, stamp duties, fees, commissions and/or equivalent charges of any kind and the like, which are levied at the expense of STRADE in connection with the contract, but not income taxes. Taxes which are levied on all payment due to STRADE shall be borne by the Customer.

12.4 The term “VAT” means: value added tax and any other similar sales, goods, services, purchase or turnover tax or duty levied by any way by any competent authority.
The VAT treatment shall be determined pursuant to the VAT law of the jurisdiction where a taxable transaction for VAT purposes is deemed to take place. If VAT is chargeable, the Customer shall pay to STRADE an additional amount equal to the VAT, upon receipt of a VAT invoice.

12.5 All payments by the Customer must be made in full, free and clear of and without any deduction or withholding for or on account of any Taxes or VAT, except to the extent that any such deduction or withholding is required by law, in effect at the time of payment.
If the Customer is required to withhold, it must:
a) deduct the minimum amount as required by law;
b) pay the Tax on behalf of STRADE to the relevant taxing authority according to the law and obtain a receipt, where available, from the relevant taxing authority (or if no receipt is available a proof of payment must be presented instead) and forward such receipt (or proof of payment) to STRADE; and
c) increase the amount of the payment to be made to STRADE by such amount to leave STRADE, on an after-tax basis, in neither a worse nor a better position than if no such deduction or withholding had been required.

12.6 The Parties shall do all such lawful acts and things and sign all such lawful deeds and documents as either Party may reasonably request from the other Party to enable STRADE and the Customer to benefit from any applicable legal provision or any double taxation treaties with the object of STRADE’s enjoyment of full tax credit for amounts deducted or withheld by the Customer pursuant to Clause 12.5.

12.7 If STRADE is not able to fully enjoy the tax credit in its jurisdiction for amounts so deducted or withheld even after STRADE completed the necessary procedures under any applicable legal provision or any double taxation treaties, the Customer shall bear the differences between (i) amounts of deduction or withholding made and (ii) the actual amounts of tax credit which STRADE obtained in its jurisdiction.

13. Terms of Payment

13.1 Unless stated otherwise in these GCBCS, prices and costs are invoiced upon performance of Services or part thereof and shall be paid by the Customer in the invoiced currency.

13.2 If the Customer is eligible for a credit line and the invoice is within such credit line the Customer shall pay the invoice within 30 days of the date of the invoice.

13.3 If the Customer is not eligible for a credit line or if the amount of the invoice exceeds the credit line, STRADE reserves the right to require partial or complete payment in advance before completion of the Services or delivery of the Component.

13.4 The Customer shall make all payments to STRADE by bank transfer to STRADE’s account at Credit Suisse (Switzerland) AG, Zurich, Switzerland, IBAN no. CH16 0483 5351 9463 0100 0 for CHF (Swiss francs), no. CH79 0483 5351 9463 0200 0 for USD (US dollars), CH52 0483 5351 9463 0200 1 for EUR (Euros) or CH25 0483 5351 9463 0200 2 for GBP (British Pounds) according to the invoiced currency or to such other bank account as STRADE may from time to time notify to the Customer. All payments shall be made in full without any deduction, defense, set-off, counterclaim, recoupment or other right of any kind or for any other circumstance.

13.5 All payments shall be made even if the Services are delayed or are impossible to complete for reasons beyond STRADE’s control.

13.6 If the Customer fails to make payment on the due date, the Customer shall pay interest on the overdue amounts from the due date to the date of payment in full at a monthly rate of one percent. Payment of default interest shall not release the Customer from paying the sums due under the terms of the contract.

13.7 If the Customer shall pay the Service in advance in accordance with clause 13.3 and payment by the Customer is overdue for more than 20 days, STRADE may withdraw from the Contract and request payment from the Customer of a penalty in the amount of ten percent of the invoiced amount.

13.8 The Customer shall report any discrepancies or disputes in writing to STRADE within 30 days from the date of the relevant invoice. In case an invoice is only disputed in parts, the Customer shall pay the undisputed part to the respective invoice within the period stated in this Agreement. Any invoice or part thereof not disputed within 30 days shall be deemed accepted by the Customer and payment shall be made as specified in this Agreement. Disputes reported thereafter shall be of no legal effect. The Parties shall negotiate in good faith to resolve invoice disputes within 30 days. If such dispute is resolved in favor of STRADE, the Customer shall pay the amount agreed including daily interest at the rate of twelve percent per annum from the date the payment would have been due.

13.9 Subject to applicable law, STRADE has a general and a particular lien and the right to withhold any of the Customer’s property or goods in STRADE’ possession until all monies payable to STRADE have been paid in full.

14. Risk of Damage and Loss

14.1 Unless otherwise specified, the Customer assumes the risk of loss or damage immediately upon completion of the Services by STRADE or, in the case of goods, when STRADE makes the goods available for collection.

14.2 In the case of delayed delivery or dispatch or service performance caused by the Customer or by circumstances beyond STRADE’ control, risk of damage and loss passes to the Customer at due time of delivery or dispatch or service performance.

15. Liability

15.1 STRADE shall be liable to the Customer only for property damage caused by its personnel through gross negligence or willful misconduct during the performance of the Services. In case of personal injury, the statutory liability shall apply.

15.2 STRADE shall not be liable to the Customer for production shut down, loss of profit, loss of use, financial damages, economic, consequential or incidental losses and losses resulting due to STRADE’ performance of Services.

15.3 The Customer shall be responsible for any damage caused through deficiency in the tools, equipment and materials etc. it provides.

15.4 STRADE shall not be liable and the Customer agrees to indemnify and hold harmless STRADE against any losses which STRADE may sustain or incur or pay arising out any claim made by third parties relating to any of the Services or material provided by STRADE in connection with this GCBS unless such claim and/or losses are directly due to gross negligence or willful misconduct of STRADE.

16. Insurance

16.1 The Customer shall insure the Component whilst held as a spare and/or in transit for its full value for all risks. In addition, both parties shall arrange insurance to support their respective obligations under Clause 18 with a liability limit of not less than USD 750,000,000 and in accordance with standard industry practice. If required by STRADE, the Customer will provide evidence of compliance with this Clause by supplying an insurance certificate acceptable to STRADE.

17. Force Majeure

17.1 Save that all payments shall be made on time, in other cases no delay or failure to perform by either party shall give rise to any claim for any losses including anticipated profits if caused by Force Majeure.

17.2 “Force Majeure” means an occurrence beyond the control and without fault or negligence of the party affected and which the party cannot prevent or provide against by exercising reasonable diligence. It includes act of God or public enemy, expropriation or confiscation of facilities, any form of Government intervention, hostilities, rebellion, terrorist activity, local, national or regional emergency, sabotage, riots, floods, unusually severe weather conditions which could not reasonably be anticipated, fires, explosions or other catastrophes, strikes or any other concerted act of workmen or other similar occurrences.

17.3 If any delay or failure in performance caused by Force Majeure continues for seven days or more, either party may terminate the contract by giving seven days’ notice in writing.

18. Miscellaneous

18.1 Unenforceability: If any term in the contract or these GCBCS is ineffective, this shall not affect the validity of the remaining terms. The parties agree to replace ineffective terms with new ones, which are consistent as far as possible with the economic objectives of the contract.

18.2 Confidentiality: Information contained in the Marketplace, STRADE’s offers and/or Contracts, including information from third parties, is intended for the exclusive use to the Customer. Any distribution, copying, publicizing or other disclosure to third parties without prior written consent of STRADE is prohibited.

18.3 Protection of Personal Data: Each Party may have access to personal data (e.g. names, functions, business units, contact details or communication data) (“Personnel Data”) relating to the other Party’s employees, representatives, consultants, agents, contractors of other personnel (“Personnel”) during performance of the Contract. The Parties agree that they act as independent controllers in relation with such Personnel Data unless expressly otherwise agreed in writing by the Parties. Personnel Data may only be processed in accordance with applicable law, by applying appropriate security measures (technical and organizational measures) and only to the extent required for the proper performance of the agreed services (e.g. order and payment processing, import/export management and general administrative purposes). Each Party undertakes to inform its own Personnel about the processing of Personal Data by the other Party, as and when required by applicable law. Additional details about SR Technics’ data processing are set out in SR Technics’ privacy guideline (see www.strade.aero /legal/privacy-guideline). For purposes of the present GCBCS, SR Technics as used in the data privacy guideline shall be understood as STRADE.

18.4 International Trade Regulations: The Parties agree to comply with all export laws, regulations and orders imposed by the United States of America and any other jurisdictions to the extent applicable to any activity conducted in furtherance of this agreement. The Parties shall not sell, lease, trade, (re-) export, transfer or otherwise dispose of any good or service (including its technical documentation, technology or know-how) provided under this agreement to any country, company or individual without the necessary government authorization or license required by such laws and regulations. STRADE does not guarantee and shall not be liable for any delays in the issuance, continued validity or availability of any license or authorization. The Parties shall provide information required to comply with relevant domestic and foreign trade regulations on each invoice and shipping document and for each item, including the export classification (ECCN), Harmonized System (HS) tariff number, customs value and country of origin (non-preferential).

18.5 Notices: All notices, correspondence and documents to be given under these GCBCS shall be in English or a signed English translation. If there is any difference between the English version and any version in any other language, the English version shall prevail.

19. Governing Law and Jurisdiction

The governing law of the GCBCS and/or the contract is the law of Switzerland. The United Nation Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto, shall not apply. All disputes arising out these GCBCS and/or the contract shall be brought before the competent courts in Kloten, Switzerland.