APPLICABILITY, PARTIES & DATE OF ACCEPTANCE
THIS AGREEMENT is applicable from the date of order confirmation by Supplier to Customer (Supplier and Customer definition as below).
BY AND BETWEEN:
IFSI ENGINEERING PVT LTD, a company incorporated under the laws of India, (hereinafter referred to as the “Supplier”, which expression shall include its successors and permitted assigns);
AND
the CUSTOMER, (any legal entity, individual or group of people to whom the order confirmation email is sent by the Supplier) (hereinafter referred to as the “Customer”, which expression shall include its successors and permitted assigns).
This MASTER EQUIPMENT SUPPLY AND LICENSING AGREEMENT (hereinafter referred to as MESLA) is as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 “Simulator” means the flight training device (including BATD, AATD, FNPT, FTD, or custom electro-mechanical systems) as specified in the order confirmation email.
1.2 “Acceptance” means the point at which the Simulator is deemed compliant with the Scope of Supply, occurring upon the earliest of: (i) Signing of the FAT report; (ii) 7 days of the Simulator being powered on at the Customer site; or (iii) 14 days following delivery at the Customer site.
1.3 “Defect” means a verified hardware manufacturing flaw that renders the Simulator non-functional according to the scope of supply. It specifically excludes software “bugs,” cosmetic issues, or performance variances.
1.4 “Force Majeure” includes but is not limited to pandemics, semiconductor shortages, global supply chain disruptions, logistics failures, and government restrictions.
1.5 Interpretation: Any ambiguity in this Agreement shall be strictly construed in favour of the Supplier.
2. SCOPE OF SUPPLY
2.1 The Supplier shall supply only the items expressly listed in the order confirmation email.
2.2 Exclusions: The following are strictly excluded unless specifically listed in the order confirmation email:
2.2.1 Future software updates, upgrades, or feature enhancements.
2.2.2 Third-party software licenses or hardware compatibility.
2.2.3 Regulatory certification (DGCA, FAA, EASA, etc.) or guarantee of “credit hours” approval.
2.3 The Supplier is under no obligation to provide any functionality not explicitly documented in the order confirmation.
3. CUSTOMER OBLIGATIONS & SITE READINESS
3.1 The Customer is solely responsible for:
3.1.1 Providing a climate-controlled environment (HVAC) maintained at 21°C–24°C and less than 60% humidity during operation of the simulator.
3.1.2 Providing stabilized power with dedicated online UPS and proper earthing.
3.1.3 Obtaining all local municipal and or regulatory approvals.
3.2 Failure to meet site requirements shall result in a suspension of the Supplier’s obligations, AMC and warranty etc liabilities without penalty.
4. COMMERCIAL TERMS & PAYMENT PROTECTION
4.1 Milestones: Payments shall be made as per the schedule agreed at the time of placing order. All advance and milestone payments are non-refundable.
4.2 Retention of Title: Legal and beneficial ownership of the Simulator remains with the Supplier until 100% of the contract value plus any accrued interest is received by the supplier.
4.3 Late Payment: Any delay in payment shall attract interest at 2% per month; wherein any running month for delay of payment shall be considered as a full month.
4.4 Suspension: The Supplier reserves the right to suspend manufacturing, delivery, or remote/online support if any payment is overdue by more than 15 days.
5. DELIVERY AND INSTALLATION
5.1 Delivery timelines are estimates only and are “best-effort.” Time is not of the essence regarding delivery considering the fact that all simulators are build as per customer design approvals.
5.2 The Supplier is not liable for delays caused by customs, shipping lines, hold of material in transit by any government or other official not in direct control of Supplier, Customer unreadiness, or Force Majeure events.
5.3 If installation is delayed by the Customer for more than 15 days, the Supplier may charge storage fees and additional mobilization costs @2% order value per week.
5.4 All deliveries are as per the Incoterms mentioned in the quotation.
6. WARRANTY (LIMITED)
6.1 Duration: 18 months from the date of manufacturing or 12 months from the date of Delivery, whichever is earlier (or as mentioned in the order confirmation).
6.2 Scope: Limited strictly to manufacturing defects. Wear and tear, consumables (bulbs, switches, upholstery), and peripherals are excluded.
6.3 Voiding of Warranty: The warranty is immediately void if:
6.3.1 The Simulator is opened or repaired by non-Supplier personnel,
6.3.2 Non-genuine parts or unapproved software are installed without permission of Supplier,
6.3.3 The Simulator is operated without a valid Annual Maintenance Contract (AMC) after the initial warranty period,
6.3.4 Damage is caused by power surges, improper HVAC, improper cleaning conditions or cleaning practices, earthing issue or dust etc at Customer location.
7. ANNUAL MAINTENANCE CONTRACT (AMC)
7.1 Warranty is NOT a maintenance agreement. Post-warranty support is only provided under a signed AMC.
7.2 If no AMC is in place before the end of warranty period, the Supplier has no obligation to provide uptime guarantees, remote login support, or priority parts replacement. All such services will be on a “best-effort” basis at the Supplier’s prevailing hourly rates or availability of spare parts at Supplier.
7.3 AMC shall not be applicable for any product older than 5 years from the date of manufacturing.
8. INTELLECTUAL PROPERTY (IP)
8.1 All proprietary software, firmware, CAD designs, and circuit schematics remain the sole IP of the Supplier.
8.2 The Customer is granted a non-exclusive, non-transferable license to use the software only for the intended training purpose.
8.3 Prohibitions: The Customer shall not reverse-engineer, de-compile, or attempt to replicate the hardware or software. Violation shall trigger immediate termination and liquidated damages.
9. LIMITATION OF LIABILITY
9.1 Cap on Liability: The Supplier’s maximum aggregate liability for any claim arising out of this Agreement shall not exceed 10% of the actual amount paid by the Customer without GST or any other taxes for the specific unit in question.
9.2 Exclusion of Damages: In no event shall the Supplier be liable for:
9.2.1 Loss of training revenue or profits,
9.2.2 Regulatory fines or rejection of certification,
9.2.3 Incidental, consequential, or punitive damages,
9.2.4 Student/Pilot injury or death (The Simulator is a ground-based training aid, NOT an aircraft).
9.2.5 Any illegal act done or planned by Customer or any of their students or affiliates
10. INDEMNITY (CUSTOMER TO SUPPLIER)
10.1 The Customer shall indemnify and hold the Supplier harmless against all claims, losses, or penalties arising from:
10.1.1 Misuse of the Simulator by the Customer’s staff or students,
10.1.2 Accidents occurring on the Customer’s premises,
10.1.3 Claims by third parties regarding training outcomes or regulatory non-compliance,
10.1.4 False marketing claims made by the Customer regarding the Simulator’s capabilities or certifications.
10.1.5 Any financial loss or other damages due to delay in delivery, installation, commissioning of the simulator.
11. REGULATORY DISCLAIMER
11.1 The Simulator is a training aid. The Supplier makes no guarantee that any civil aviation authority (DGCA/FAA/EASA) will grant certification for the device. The burden of proof for certification lies entirely with the Customer.
11.2 This Agreement is a Standard Form Contract. The Customer acknowledges that by making any milestone payment or allowing the commencement of manufacturing, they are entering into a binding legal relationship governed exclusively by these terms, notwithstanding the absence of a physical signature.
11.3 Pursuant to Section 8 of the Indian Contract Act, 1872 (or any subsequent Act or Law applicable from time to time), please note that the following actions by the Customer shall be deemed as an absolute and unqualified acceptance of all terms and conditions contained in this document:
11.3.1 Remittance of the Advance Payment or booking amount,
11.3.2 Issuance of a Purchase Order (PO) or a Work Order (WO) or any form of Work or Job Contract referencing our Quotation,
11.3.3 Providing access of your site physically or electronically like by video call, providing dimensions, technical drawings or any hand drawn or electronic data which can facilitate for manufacturing commencement or design of the product. If you do not agree to these terms, do not proceed with the payment.
11.3.4 Payment signifies a concluded contract under the law.
11.4 The terms in this agreement shall supersede any terms and conditions mentioned in the Customer’s Purchase Order. Any performance by the Supplier is strictly conditioned upon the Customer’s acceptance of this agreement.
11.5 The Customer shall inspect the Goods and/or Services immediately upon delivery and shall notify the Supplier of any objections relating to quality, quantity, specifications, or scope by written notice within fifteen (15) days from the date of delivery, as applicable. Failing such written objection within the said period, the Goods and/or Services shall be deemed to have been unconditionally accepted in accordance with Section 2(b) of the Micro, Small and Medium Enterprises Development Act, 2006, and the Customer shall be liable to make payment within the agreed period, subject to statutory interest for delayed payment as provided under the Act
12. TERMINATION
12.1 The Supplier may terminate this Agreement immediately if the Customer:
12.1.1 Fails to make payments as per agreed payment milestones,
12.1.2 Breaches IP or Confidentiality clauses,
12.1.3 Becomes insolvent,
12.2 Upon termination, the Customer must cease all use of the Supplier’s software and return any proprietary documentation. No refunds shall be issued under any situation whatsoever.
13. GOVERNING LAW AND DISPUTE RESOLUTION
13.1 This Agreement shall be governed by the laws of India. The courts of Ludhiana, Punjab (or wherever the registered office of Supplier may be at the time of dispute resolution), shall have exclusive jurisdiction.
13.2 Arbitration: Any dispute shall be settled by a sole arbitrator appointed by the Supplier. The venue shall be Ludhiana (or wherever the registered office of Supplier may be at the time of dispute resolution), and the language shall be English.
14. ENTIRE AGREEMENT
This Agreement, along with the Quotations and order confirmation by Supplier to Customer, constitutes the entire understanding. No oral promises, marketing brochures, Customer terms or email exchanges other than order confirmation shall have any binding effect unless incorporated herein in writing.
Deemed Acceptance of MESLA by Customer
Pursuant to Section 8 of the Indian Contract Act, 1872 (or any subsequent Act or Law applicable from time to time), the Customer acknowledges that by making any milestone payment, issuing Purchase Order and/or Work Order and/or Service Order or allowing the commencement of manufacturing, they are entering into a binding legal relationship governed exclusively by these terms, notwithstanding the absence of a physical signature.