SALES AGREEMENT FOR AIRCRAFT AND ENGINE PARTS

This document outlines the general terms and conditions regulating the sale of aircraft and engine assets, components, and parts (hereinafter referred to as "Part" in singular and "Parts" in plural). The document establishes a legal obligation between the undersigned party Siam Aero Repair Company LTD (hereinafter referred to as the "Seller") and any individual or entity buying or receiving Parts from the Seller (hereinafter referred to as the "Customer"). This document is integral to the Seller's documented invoice quotation for the Parts sale (hereinafter referred to as the "Quotation") and the Customer's Purchase Order (hereinafter referred to as the "Agreement").

The inclusion of any terms or conditions within the Customer's Purchase Order, specification, order confirmation, or any accompanying document shall not be deemed as integral to this Agreement, nor shall their applicability arise merely from the Customer's reference. Any modifications from these established Sales General Terms and Conditions should be mutually agreed upon in written form. These Sales General Terms and Conditions for Aircraft and Engine Parts shall be applied to all sales of Parts facilitated by Siam Aero Repair Company LTD.

The Seller is committed to selling specified Parts to the Customer, subject to the stipulated Sales General Terms and Conditions presented in this document.

When the Customer agrees with the terms outlined in the Quotation (or this Agreement), the Customer shall draft and distribute Parts specified in the Quotation (hereinafter referred to as the “Purchase Order”). Once the Purchase Order is received and accepted, the Seller shall deliver these Parts to the Customer. Therefore, this Agreement precedes any prior agreements, discussions, presentations, guarantees, or negotiations. The terms and conditions established in the Quotation (and this Agreement) are superior over any general terms and conditions of purchase put forth by the Customer, regardless of their inclusion with the Purchase Order. These terms take precedence, excluding any other conditions the Customer sought to be enforced, integrated, or inferred based on industry practices, norms, or previous interactions. Accepting Customer's Purchase Order does not imply or mean accepting any of Customer's terms and conditions and shall not be used to amend or change this Agreement. Any specific amendments, supplements, or restates of the Quotation that is related to the acquisition of any Parts and is agreed upon by the Seller and the Customer must be made in writing. Any additional terms or modifications relating to the purchase of any Parts, which are agreed between the Seller and the Customer, shall be supplemented, amended, or set out in the Quotation in a written form.

1. When the Customer orders and pays for the goods, the Seller sends, delivers, or exchanges the ordered Parts.

2. The Parties shall mutually agree on specifications, pricing, and stipulations about the Parts delivery and exchange within the Addenda.

1.1 The involved Parties shall follow this process for the execution of the commitments made during buying/selling of the Parts:

1.1.1 The Customer shall provide a Seller with an application, including the following information: the Parts name, their series number, aircraft type, measurement, and quantity.

1.1.2 After carefully reviewing the Customer's request, the Seller submits its offer to complete the order by facsimile or email. This offer includes the price and the condition of the required Part/Parts and the delivery terms and conditions.

1.1.3 The Parties exchange their respective Addendums via fax or email upon the Customer’s Agreement with the Seller’s conditions.

1.1.4 The date in on the supporting documentation of the created form shall be the date on which the Parts are shipped.

1.1.5. The Seller shall inform the Customer of the exact date of shipment, air waybill or international consignment note number through telephone, facsimile, or electronic communication.

1.1.6. Within the framework of the Parts' procurement and exchange process, the Seller is responsible for ensuring that the following documents are prepared and signed for shipments:

1 (one) original packing list,

EASA Form 1 or FAA Form 8130-3 certificate.

invoice.

The Cost and Payment

The Customer shall pay the Purchase Price of the Part(s) indicated in the Quotation immediately after ordering. The payment can be made via wire transfer of US dollars to the Seller’s bank account through withholdings, free and clear of any deductions, taxes, or offset. Until the Customer fully pays the Purchase Price, ownership of all Parts stated in the Quotation remains with the Seller. Prices are subject to credit approval before sale and remain valid for thirty (30) days. Any bills and debts shall be paid in full within sixty (60) days after the invoice's issue unless stipulated otherwise in the Quotation. All sales, use, excise, stamp, transfer, import/export, value-added, and other taxes (collectively, "Taxes") are not included in the Purchase Price, and the Customer shall pay them promptly. The Customer hereby agrees to defend and hold the Seller free about any Taxes associated with the sale of the Parts as envisaged by this Agreement, including all penalties, fines, increases to tax, and interest thereon, on a full indemnity, after-tax basis. If the Seller is compelled to pay any such taxes or duties on the Customer's behalf, the Customer is obligated to refund if the Seller requests it immediately. Beginning on the due date and continuing until the invoice amount is paid in full, all past due amounts owed by Customer to Seller under this Agreement shall carry interest at a rate of 0.1% per day or the highest amount allowable by law. If it turns out essential to pursue the payment of Seller's invoices, the Customer undertakes to pay all of the collection charges, including legal fees. Any funds may not offset funds owing to Seller under this Agreement due to Customer by Seller. Until full payment for all Parts provided in connection with the sale is made, Seller reserves a purchase money security interest according to Article 9 of the Uniform Commercial Code ("UCC") in any Parts sold in accordance with the Quotation. The Customer commits to signing any UCC financing statement or other paperwork that the Seller requires for the purpose of establishing its security interest in the Parts. Without limiting any other rights or remedies the Seller may have, if the Customer does not accept delivery of the Parts on the scheduled date, the Seller has the right to bill the Customer for the Purchase Price of the Parts, and payment then becomes due as if delivery of the Parts had taken place.

Terms and Conditions of the Delivery 

Without a written agreement to the contrary between the Parties, delivery terms shall be deemed ExWorks at the Seller's establishment or any other designated facility. All provided Parts shall adhere to the Seller's customary packaging practices. Within a thirty (30) day timeframe from Parts receipt, the Customer shall notify the Seller if any Parts are not suitable, arrange their return at the Customer's expense, and allow the Seller a reasonable timeframe to replace these Parts.

Delay in Delivery

Any delivery delays brought on by events beyond the Seller's control, including but not limited to embargoes, obstacles, delays, denials relating to the issuance of export or import licenses, or their suspension or annulment, shall not be the Seller's responsibility. This exemption shall also apply to any additional governmental actions or inactions, fires, floods, severe weather, force majeure events, quarantines, labor disputes, riots, uprisings, pandemics, terrorist attacks, armed conflicts, shortages of materials, or delays in delivery caused by third parties. The stipulated Delivery date will be extended in response to such a delay for the time determined to be reasonably necessary for resolving the delay. Seller shall not be responsible for the forfeiture of profits, business diminution, or any consequential, incidental, distinct, indirect, or punitive damages, encompassing, though not confined to, lost profits, revenue or opportunity losses, capital outlays, downtime expenses, or substitute equipment costs. The Customer hereby agrees that the Seller shall not be liable or responsible for damages in addition to the total Purchase Price paid by the Customer for the Parts in accordance with this Agreement in connection with any accountability resulting from delays.

Title and Loss Risk 

On the delivery date, the Seller guarantees that it will hold complete legal and beneficial title to the Parts delivered to the Customer. Upon delivery, the Customer becomes responsible for any loss, damage, or destruction of the Parts. Despite the aforementioned, the title to the Parts remains with the Seller as long as the Purchase Price and any other funds due and owing from the Customer to the Seller on any account about any Parts delivered to the Seller have been received in full. The Customer shall act as the Seller's agent in any subsequent sale by the Customer of any Parts to which title has not yet transferred to the Customer.

Without limiting any other rights, Customer hereby allows the Seller to (at any time before title transferring to the Customer and regardless of whether any payments to the Seller are thereby past due or the Customer breached any obligations towards the Seller):

(a) reclaim ownership of all or any Parts;

(b) visit any location to repossess or recover (or provide others the permission to do so) which the Customer agrees; or

(c) demand that the Customer redeliver such Parts to the Seller. 

Whatever such acts performed in compliance with the preceding clause shall be at the complete cost and expense of the Customer, who shall refund the Seller upon request.

Warranty

Any Part sold by the Seller to the Customer is guaranteed to be free from manufacturing flaws. This is Limited Warranty, conditioned on the limitations listed below: 

Customers' absolute and exclusive recourse under this Agreement under the Seller's Limited Warranty on the Parts shall be for the Seller, in its absolute discretion, to fix or substitute any malfunctioning Part that fails during the relevant warranty period. For replacements, Seller may offer parts that have been fixed, reconstructed, changed, overhauled, in-service, or remanufactured, according to criteria established by Seller in its absolute discretion.

If a Part breaches the conditions of the Limited Warranty, the Customer is required to provide written notice to the Seller of any suspected failure or deviation within thirty (30) days of becoming aware of the issue during the warranty period. Upon request from the Seller, the Customer shall quickly deliver the Parts, at their own cost and expense, along with appropriate proof of purchase, to the Seller, so the Seller can evaluate it.

When such Parts are received, if it is determined that they are not eligible for warranty servicing as stated here, the Seller shall inform Customer and give directions for returning these Parts. The Customer is responsible for all reasonable costs and expenditures, which the Seller spent during the inspection of the malfunctioning Part.

If the Parts meet the requirements of the Limited Warranty set out herein, as determined by the Seller, the Seller shall have the exclusive discretion to decide whether to fix or substitute the returned Parts.

Only the remaining portion of the warranty period that applies to the faulty Part is warranted for any replacement part or component provided in accordance with this Limited Warranty.

Any costs or expenses associated with the removal, reinstallation, or shipment of the Parts shall not be the Seller's responsibility.

Beginning on the date of the Customer's purchase, the Seller's obligations under these limited warranties shall last for the following periods: 

(a) three (3) to twelve (12) months for Parts sold in inspected condition;

(b) six (6) to eighteen (18) months for Parts sold in repaired condition; 

(c) twelve (12) to twenty-four (24) months for Parts sold in overhauled condition; and 

(d) twenty-four (24) to thirty-six (36) months for Parts sold as new.

Any exception from this established warranty policy requires prior Seller consent.

Except as may be required to comply with these guarantees, unless otherwise agreed, Seller holds the right to make changes to Parts without being obligated to include them in any items that were produced, overhauled, or mended before the change was made.

These warranties are invalid if these Parts have been exposed to any of the following: (1) improper or out-of-conformity maintenance, overhaul, installation, storage, operation, handling, or use; (2) alterations, modifications, or repairs made by anyone other than the Seller or its authorized representative; or (3) neglect, incident, misuse, accident, or negligence after the Seller's delivery. If an issue or malfunctioning relates to a Part that was not supplied by the Seller or given their approval, the warranty will not apply to that Part.

Seller's responsibilities under these warranties are subject to the Customer's responsibility to keep documentation that accurately reflects servicing conducted on the Customer's equipment and identify the specifics of any equipment in an unsatisfactory condition. The Seller will be granted access to these documents upon request to support warranty claims.

THIS WARRANTY IS NOT INDICATING OF A WARRANTY CONCERNING THE CONDITION OR PROSPECTIVE PERFORMANCE OF THE PARTS WITHIN ITS SCOPE BUT REPRESENTS AN ASSURANCE FOR REPAIR OR REPLACEMENT. THE INVOLVED PARTIES HEREBY EXPLICITLY RECOGNIZE AND CONCUR THAT ALL OTHER WARRANTIES ARE EXPRESSLY REPLACED BY THE SELLER'S RESPONSIBILITIES AND LEGAL ACCOUNTABILITY AS OUTLINED HEREIN. BY SIGNING THE FOLLOWING, THE CUSTOMER RELEASES AND DISCHARGES THE SELLER (ALONG WITH ANY OF ITS REPRESENTATIVES) FROM ANY AND ALL ADDITIONAL WARRANTIES, AGREEMENTS, GUARANTEES, CONDITIONS, COMMITMENTS, DUTIES, REPRESENTATIONS, REMEDIES, OR LIABILITIES OF ANY KIND, WHETHER ARISING FROM CONTRACTUAL OR TORTIOUS CIRCUMSTANCES AND INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, STRICT NEGLIGENCE, OR ANY OTHER GROUNDS. THIS ENCOMPASSES, BUT IS NOT CONFINED TO, THE FOLLOWING: (1) A WARRANTY AS TO AIRWORTHINESS, VALUE, QUALITY, CONDITION, OPERATION, MARKETABILITY, SUITABILITY FOR A SPECIFIC PURPOSE, OR THE ABSENCE OF LATENT, INHERENT, OR OTHER DEFECTS; (2) A WARRANTY AS TO ANY IMPLIED WARRANTY ARISING FROM PERFORMANCE, COURSE OF CONDUCT, OR TRADE USAGE; (3) THE REFUSAL TO INFRINGE ANY PATENT, COPYRIGHT, DESIGN, OR OTHER PROPRIETARY RIGHTS; AND (4) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY RELATING TO ANY PART SOLD IN ACCORDANCE WITH THIS AGREEMENT FOR ANY LOSS OF USE, INJURY, BODILY HARM, INCOME, EARNINGS, OR ACCOUNTABILITY TO THIRD PARTIES, OR ANY OTHER DIRECT, INDIRECT, ACCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND. THEREBY ARE DISCLAIMED AND EXCLUDED ALL OTHER WARRANTIES, WHETHER EXPLICIT, IMPLICIT, OR STATUTORY. THE CUSTOMER ALSO WAIVES, RELEASES, AND FORSAKES ANY AND ALL RESPONSIBILITIES AND LIABILITIES OF THE SELLER, AS WELL AS ANY RIGHTS, CLAIMS, AND REMEDIES OF THE CUSTOMER AGAINST THE SELLER, WHETHER STEMMING FROM LEGAL PROVISIONS OR OTHERWISE, REGARDING ANY FLAW OR DEFICIENCY IN THE PARTS OR ANY OTHER ENTITY SUPPLIED UNDER THE TERMS OF THIS AGREEMENT. THIS ENCOMPASSES BUT IS NOT LIMITED TO: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR APPROPRIATENESS; (B) ANY IMPLIED WARRANTY DERIVED FROM HISTORICAL PERFORMANCE, COURSE OF CONDUCT, OR CUSTOM IN THE INDUSTRY; AND (C) ANY OBLIGATION, LIABILITY, ENTITLEMENT, CLAIM, OR REMEDY IN TORT, REGARDLESS OF WHETHER IT RESULTS FROM THE ACTUAL OR ALLEGED NEGLIGENCE OF PAF.

Modification of this warranty shall be deemed effective vis-à-vis the Seller solely when manifested in written form and endorsed by an authorized executive or agent of the Seller.

Limitation of Liability

The Seller's liability for any claim, including negligence claims, for any type of loss (including death) or damage arising from, connected to, or as a result of this Agreement or the Quotation, whether resulting from a breach of statutory duty or otherwise, including loss of earnings (both direct and indirect), interruption of business operations, sales depletion, utilization cessation, opportunity forfeiture, defamation, or any other claim, whether arising from a breach of contract or otherwise, The Seller shall not be liable for any Claims (whether they arise directly, indirectly, or as a result of subsequent events). Except in cases where such limitation is prohibited by law (in which case said Claims shall not exceed the amount of money paid by the Seller as the Purchase Price for the specific Part), the legal recourse otherwise available to the Customer is subsequently limited.

Insurance Obligations of the Customer

The given Quotation does not include any insurance coverage clauses pertaining to any Parts issued in compliance with this Agreement. The Customer is required to obtain and maintain (or initiate the acquisition and maintenance of) insurance policies covering aircraft hull (or spare parts) and aviation general liability, including contractual obligation, with relation to the Parts at its own cost. After delivery, these insurance policies shall still be in full force and effect and meet the same standards as other organizations operating in the Customer's industry sector. The aforementioned insurance policies must have priority over the indemnities described here for the Customer's benefit. They shall contain provisions renouncing the insurers' right to reimbursement in favor of the seller indemnitees. Before or on the Delivery date of any Parts as specified in this Agreement, the Customer must provide the Seller with insurance certificates that comply with the value and requirements that the Seller established in the Quotation.

Indemnity

The Customer hereby agrees to hold the Seller, including its subsidiaries, affiliated entities, and shareholders, as well as each of their officers, directors, members, managers, employees, agents, successors, and assigns (collectively referred to as the "Indemnitees of the Seller"), free and harmless from any and all liabilities, losses, obligations, impairments, costs, disbursements, judgments, litigations, claims, harms, and expenses (comprising reasonable legal counsel remuneration) ("Claims") which emerge or result, either directly or indirectly, from: (a) harm to property or injury to, or demise of, any individual, and any other immediate, consequential, circumstantial, financial, or lawful civil impairments that arise in connection with or are tangentially linked to the provision of services or the trade of any Parts by the Seller Indemnitees, and/or (b) the use, operation, rehabilitation, maintenance, or disposal of Parts supplied in accordance with any Purchase Order, whether resulting from intentional misconduct (including negligence), strict liability, or contract breach; and/or (c) as a result of the Customer's breach of any of its obligations, representations, warranties, or undertakings established in connection with the transactions contemplated by this Agreement. It should be emphasized, nonetheless, that the Customer is not bound to hold the Seller Indemnitees harmless from claims or liabilities brought about by the extreme negligence or willful wrongdoing of any Seller Indemnitee. Despite the expiration or termination of this Agreement, this indemnity shall continue and remain fully effective.

Entire Agreement

When combined with the Quotation, this Agreement represents the whole Agreement between the Seller and the Customer and supersedes all prior written and verbal agreements and obligations. Unless explicitly stated in writing by a duly authorized representative of the Seller, the Seller disclaims any conflicting terms contained in the Customer's purchase orders or by any other means, and such conditions shall not be a part of this Agreement.

Confidentiality

Customer acknowledges that it is its responsibility to obtain any confidential information arising from this Agreement, including but not limited to all sections of this Agreement, the Quotation, illustrations, specifications, diagrams, formulas, and any other information (whether oral, written, or otherwise) conveyed to Customer by Seller throughout the course of this Agreement (designated as the "Confidential Information"), which is owned by Customer. Data that is previously known to the public, already in the hands of the Customer and not secret in nature, or information obtained from third parties with the permission to disclose such information are not included in the scope of confidential information. The Customer consents to rigorously uphold the confidentiality of the Confidential Information and shall neither disclose nor authorize the disclosure nor utilize the Confidential Information for any purpose whatsoever, except as expressly sanctioned hereunder. The Customer holds the privilege to reveal the Confidential Information to pertinent officers, directors, legal representatives, financial advisors, accountants, financiers, members, joint venture collaborators, or workforce members who necessitate awareness of the Confidential Information in the course of fulfilling this Agreement or their professional duties ("Receivers"). Before accessing the information, all Receivers shall affirm their commitment to maintaining the confidentiality of this sensitive Information in accordance with the terms of this Agreement. All Receivers must be properly informed of the sensitive nature of the Confidential Information. If required, the Customer may also disclose the Confidential Information in connection with the enforcement of this Agreement or in accordance with any legal court order, regulation, or other valid directive requiring such disclosure, provided that the Seller is notified in advance. Additionally, the Customer should make every effort to minimize the extent of the required Confidential Information disclosure.

Assignment

Neither the Seller nor the Customer may assign this Agreement (or any Quotation) without the other party's prior written Agreement.

Severability

If any term, clause, or provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other term, clause, or provision of this Agreement.

Survivability

Customer shall not be released from any of its duties under this Agreement upon its expiration, completion, or termination. The terms will all remain in effect after the termination.

Unenforceability

Any clause in this Agreement that is illegal or unenforceable in any jurisdiction shall, with respect to that jurisdiction, be ineffective to the extent of such illegality or unenforceability without invalidating the other clauses or affecting the legality or enforceability of such clauses in other regions.

Expenses

Except as otherwise specified herein or in a Quotation, each Seller and Customer shall bear its own costs and expenses, including attorneys' fees and technical and/or appraisal expenses, in connection with the negotiation of the Quotation and the completion of the transactions intended hereby.

Waivers

Any provision of this Agreement may be waived in a specific situation, but such a waiver shall not apply to any subsequent breaches. It shall not prevent either party from subsequently requiring the performance of such requirement in accordance with the terms and conditions of this Agreement.

All proposals and shipments for Parts Exchange to the Client are governed by the current General Conditions for Product Exchange, which are an integral part of the general terms of sale. If there is a discrepancy between any provision of these General Conditions for Product Exchange and any other agreement made between the Seller and the Client for a particular exchange transaction, the more specific provisions of the mutual agreement shall be followed. Should a discrepancy emerge between the provisions in these General Conditions for Product Exchange and the provisions in the General Terms and Conditions of Sale, the more specific stipulations within these General Conditions for Product Exchange shall prevail. Any capitalized terms utilized herein but not explicitly defined shall carry the definitions accorded to them in the General Terms and Conditions of Sale.

The Seller will facilitate the Exchange of the Client's unserviceable Part (the "Core Unit") for a serviceable Part (the "Exchange Unit") against a predetermined exchange fee (the "Exchange Fee") by the terms specified herein (the "Exchange").

To start the Exchange, the Client shall prepare and send a written exchange request to the Seller that includes all the necessary information about the part, such as the batch or lot number, manufacturer's serial number, quantity, and reason for removal.

The Seller shall specify the details of the Exchange in the Quotation given to the Client.

The Seller shall ship the Exchange Unit to the Client along with the necessary transportation documentation, an invoice, a packing list, and any necessary EASA Form 1 or FAA Form 8130-3 certificates for the Exchange Unit when the Parties have mutually confirmed their acceptance of the Exchange terms.

All delivered exchange units shall be inspected upon arrival by the Client. Within seven (7) calendar days after receiving the Exchange Unit, any claims regarding any flaws must be made in writing. If such claims are not completed within this period, the treated Exchange Unit will be handled as a regular Core Unit.

Therefore, the Client shall pay any fees for recertification, adjustments, and/or overhauls. The process for providing a defective Exchange Unit shall follow the Seller's Limited Warranty for Parts in cases where a warranty protects the Exchange Unit.

The Exchange Fee shall remain payable even if the Exchange Unit is returned unused. If Customer returns Exchange Unit unused, Seller must receive all original documentation and written confirmation that the unit has not been damaged, used, or installed upon an aircraft. Seller reserves the right to send parts returned unused for test & recertification at the Customer's cost and expense.

The Client is obligated to provide a Core Unit that meets the Seller's acceptance criteria at their expense within thirty (30) calendar days from the date of dispatch of the Exchange Unit (the "Return Date"). The returned Core Unit shall be acceptable for repair, corresponding in part number, dash number, and modification level to the Exchange Unit. Any deviations necessitate written approval from the Seller before the Client's delivery of the Core Unit.

The Seller's acceptance of Core Units is contingent on the full completion and approval of all Exchange requirements by the Seller.

The Seller shall send the Core Unit that needs test or repair to a repair facility of the Seller's exclusive choice and discretion for inspection after receiving clearance. The projected prices, handling fees, administrative charges, and expenses related to repairing the Core Unit shall be provided to the Client in writing. Within three (3) calendar days of its issuing, the Client promises to react to this repair quotation from the Seller. The Quotation is deemed accepted if the Client doesn't respond within this time frame.

If the Parties agree on a Flat Rate exchange terms in the case that upon acceptance of the Core unit in the warehouse, the Seller discovers on the Core unit:

signs of severe physical damage, or signs of corrosion, or signs of fire (including those caused by electrical short circuits), or missing parts that should be in accordance with the documentation, then the Seller has the right to refuse the flat rate exchange term and offer the Client a standard exchange or sale of Exchange unit.

If the Exchange unit has been delivered in condition “NEW”, then, if one of the points above applies, the Seller may refuse the Flat Rate exchange terms and offer the Client sale of the Exchange Unit.

In the case of Flat Rate exchange terms for life-limited parts and for hard time parts, 

upon evaluating the provided BtB and Non-Incident Statement documentation, other documentation applicable to the part number of parts requested by the Seller (including, DOM, CSN, TSN), or in the event that said documentation is not provided or is incomplete, the Seller may refuse the Flat Rate exchange terms and offer the Client a standard exchange, where all documentation deficiencies billed on the final exchange invoice, or the sale of the LLP/HT Exchange unit.

The Exchange Fee provided by the Seller in the Quotation will remain valid for the Client's acceptance for seven (7) calendar days. The Seller reserves the prerogative to amend the quote if the Client does not confirm acceptance within this stipulated period. All prices mentioned exclude any applicable Taxes.

The Client agrees to cover the costs of the Exchange Fee, transportation (including freight, customs duties, and charges related to the Exchange Unit, the Core Unit, as well as the freight for sending the Core Unit to a repair facility and its return to the Seller), inspection, certification, modification, overhaul, testing, applicable export-import license fees, customs charges, packaging, insurance, storage, and any other Taxes, in addition to the Exchange Fee. Transportation (including freight, customs fees, and charges for the Core Unit, the Exchange Unit, and the Core Unit's transit to a repair facility and back to the Seller), inspection, recertification, modification, overhaul, testing costs, applicable export-import license fees, customs charges, packaging, insurance, storage, and any other applicable Taxes will be reissued to the Client with a supplementary invoice. All listed costs in this clause as all transportation (including freight, customs fees and charges for the Exchange Unit, the Core Unit, and the freight incurred sending the Core Unit to a repair organization and back to Seller), inspection, recertification, and / or modification, and / or overhaul and / or test costs, any applicable export-import license fees, customs fees, packaging, insurance, storage and any and all applicable Taxes incurred and reimburse the relevant costs borne by Seller will be reissued to the Customer with a surcharge of 15%.

The costs associated with each case's repair, overhaul, testing, modification, and recertification of the Core Unit shall be listed by the Seller and charged separately to the Client.

Invoice payments shall be made following the General Terms and Conditions of Sale unless otherwise explicitly agreed in writing by both Parties.

By the Return Date, Core Units must be delivered back to the Seller (or to the address specified by the Seller). The timely return of a Core Unit is the responsibility of the Client. Any delays in transit, including delays in customs clearance or the Client's failure to supply all necessary papers for the Core Unit, are not the Seller's fault. 

By the specified Return Date, Core Units must be returned to the Seller (or to a place the Seller specifies). The responsibility of meeting this return deadline for the Core Unit is on the Client. The Seller is not liable for any delays in outgoing or arriving transit brought on by any cause, customs clearance, or the Client's inability to immediately supply all required Core Unit documents.

The terms of these General Terms and Conditions of Exchange shall continue to apply. The Client will be charged an additional amount equal to the Exchange Fee if the Seller does not receive an appropriate Core Unit and accompanying Documentation by the Return Date. 

Should an acceptable Core Unit not reach the Seller within sixty (60) calendar days from the Exchange Unit's dispatch date, the Exchange Unit will be considered sold to the Customer at its total value, plus the Exchange Fee and any additional sums, alongside administrative, handling fees, and previously applied surcharges. Alternatively, the Seller can invoice supplementary Exchange Fees every thirty (30) calendar days until an acceptable Core Unit is received. Regardless of any notification from the Seller, the onus of managing due dates and returns falls on the Client.

The initial Exchange Fee, administrative and handling costs, accrued or billed late fees, and any other expenses will still be due and payable in the event of an invoiced outright value.

Both Parties acknowledge and agree that the late fees listed above are fair and customary in the business and are correctly charged by the Seller to the Client.

The following Documentation (the "Documentation") must be included with the Core Unit for the Seller to accept it:

I. Unserviceable tags, containing reason for removal information, in the condition removed from the aircraft with no repairs or alterations, properly packaged and shipped to Seller’s designated location at the Customer’s sole expense (“As Removed”). To complete the Exchange, the Seller is not required to receive a Core Unit.

II. A non-incident statement issued by the Customer, following a format or essence previously sanctioned by the Seller from a certified and regulated source, along with input from the airline from which the part was detached. This statement should confirm that the Core Unit remains undamaged, has not undergone unusual stress or extreme temperature conditions, and has not been sourced from a government or military origin. Additionally, it should include a data plate and certification details or a signed declaration from the operator indicating the part number and serial number. 

III. For life-limited parts, all time-controlled, life-limited components and inflatables must possess identical Date of Manufacture (DOM), Time Since New (TSN), Cycles Since New (CSN), and the year of the latest overhaul (as described in FAA Advisory Circular 20-62E) as the supplied Exchange Unit or newer. This requirement applies to both the lead part number and any attached sub-assemblies. In cases where the Core Unit's DOM predates that of the Exchange Unit, the Customer will be subject to an extra charge referred to as the "Differential Charge," calculated as 1/15th (one-fifteenth) of the outright value per year. All time-controlled and life-limited components must be accompanied by comprehensive back-to-birth information, encompassing TSN, CSN, and the date of the most recent overhaul. The Seller retains the right to reject Core Units for time-controlled and life-limited items that are excessively aged or any item evaluated by the Seller's chosen repair organization as non-repairable to a level equivalent to the outgoing Exchange Unit. Under such circumstances, the Client-supplied Core Unit will be disregarded and considered unsatisfactory. 

IV. A cargo customs declaration that signifies the component's release for unrestricted circulation will be presented to the Seller for review in advance. 

V. Previous EASA/FAA certificates, as applicable. 

VI. Full trace, packing slip, and ATA specification 106 form from the latest operator to the Seller. 

Top of Form

The status of the Core Unit as being received will not be acknowledged until the complete set of required Documentation is submitted to the Seller and endorsed as acceptable.

The Client shall receive an invoice for the aforementioned outright value in addition to the original Exchange Fee if (i) the Seller does not accept the Core Unit or (ii) the cost of repairing the Core Unit exceeds eighty-five percent (85%) of the predetermined outright value of the Exchange Unit, indicating that the Core Unit is labeled as Beyond Economical Repair by the Seller's selected repair organization. Additionally, the Seller will charge the Customer for any associated transit, handling, administrative, and assessment costs. Transportation, handling, administrative, and Core Unit evaluation expenses are all expenditures listed in this clause that will be refunded to the Customer along with a 15% surcharge.

Upon the Customer's written request, Seller will either return, with complete shop report, or scrap such Core Unit (the “Shop Report”) on Customer’s expense with an additional two percent (2%) of the outright value of the Exchange Unit charged as an additional surcharge for such return or scrap services (the “Surcharge”). The Customer must request in writing from Seller the return/scrap of the Core Unit with an acceptance of the Surcharge, within three (3) calendar days of receiving the repair quotation from Seller, otherwise the Core Unit is retained by Seller as Seller’s property at no cost to Seller in additional to all invoiced amounts being due and payable to Seller. 

In the event the Core Unit is deemed beyond economical repair, Seller has the right to refuse to repair the Core Unit.

The Client can still offer an alternate Core Unit on a single occasion if the Core Unit is found to be inappropriate. If this option is used, the Exchange status will return to open, as it was on the original Return Date, treating the original Core Unit effectively as though it had never been sent. This reversion is still subject to all relevant fees, including late fees, handling costs, administrative costs, and any other costs that may be necessary. The Client is responsible for paying all costs associated with the inspection, freight, and packing of the initial Core Unit. The replacement Core Unit must first be submitted to the Seller for evaluation and approval before the old Core Unit may be returned to the Client.

The Client acknowledges and agrees to bear the costs associated with modifying the Core Unit to meet the required standard of modification for the Parts in cases where unaltered Parts are extracted from the aircraft due to their unserviceable condition or due to directives from FAR/JAR/EASA or OEM and the Seller has provided modified Parts.

The Client agrees and declares that until a Core Unit that the Seller deems appropriate, under the above description, is returned by the Client, the title to and ownership of the Exchange Unit shall remain with the Seller, free from any encumbrances. This retention of title and right by the Seller will continue until the Seller receives the full payment from the Client. In parallel, ownership and title of the Core Unit will be assumed by the Seller upon the receipt of said Core Unit. There will not be any liens, claims, or other encumbrances in the way of this transfer. Following the conditions mentioned in the Exchange terms, the Client expressly acknowledges and agrees to prove such title, ownership, and Core Unit to the Seller.

Upon Delivery, ExWorks at the Seller's facility or any other alternative location specified by the Seller, the Client shall accept responsibility for the risk of loss, damage, or destruction of the Parts.

The Customer hereby represents and warrants that, in connection with this Agreement, they shall comply fully with all applicable national and international laws, regulations, and sanctions programs, including but not limited to those enacted or enforced by the United Nations, the United States Department of the Treasury's Office of Foreign Assets Control (OFAC), the European Union, and any other relevant government authorities (collectively, "Sanctions Laws").

(a) No Transactions with Restricted 

Parties: The Customer shall not engage in any transaction that are subject to trade or economic sanctions, embargoes, or restrictions under applicable Sanctions Laws.

(b) Export Control Compliance: The Parties agree to ensure that any Parts, products, services, or technology provided under this Agreement do not violate any applicable export control laws or regulations. The Customer shall obtain all necessary licenses, permits, or approvals required under applicable laws to use, transfer, or share the Parts, particularly in jurisdictions subject to export control regulations.

(c) Notification of Violations: The Customer shall immediately notify the Seller if it becomes aware of any breach of the representations or warranties set forth in this Section, or if any violation of Sanctions Laws occurs that affects the performance of this Agreement.

(d) End user obligations: The Customer shall, if so requested by the Seller, provide any information related to the end user(s) of the Parts, including but not limited to:

•  Full name of the end user

•  Complete address of the end user

•  Contact information (phone number and/or email address)

(d) Termination Rights: In the event of any breach of this Section, the Seller may unilaterally terminate this Agreement immediately without any liability to the Seller. Any rights or remedies under this Section are in addition to those available under law or elsewhere in the Agreement.