Standard Terms and Conditions of Sale for Services

1. General Procedure

   Jet AirWerks will perform the Services specified in the quote & in accordance with the OEM manual. Jet AirWerks does not service DER or PMA parts. Quote terms expire in 30 (thirty) days.

2. Trade Compliance

   1. Export Control Regulations - The goods that are the subject of this document and related technology are subject to export and re export restrictions under U.S. and other countries’ export control regulations, including withoutlimitation the U.S. Export Administration Regulations, U.S. Department of State, Directorate of Defense Trade Controls (ITAR), regulations of the U.S. Office of Foreign Asset Controls and comparable laws and regulations of other countries, which may require U.S. or other government approval for any re-export or retransfer (“Export Control Regulations”), and Canadian Export Control Regulations. Customer warrants that it (i) will adhere to and comply with (x) all applicable Export Control Regulations and (y) any applicable terms, conditions, procedures and documentation requirements made known to Customer that may be promulgated by Jet AirWerks from time-to time to comply with the Export Control Regulations; (ii) will not, directly or indirectly through a third party, ship Jet AirWerks materials to Cuba, Iran, North Korea, Syria, Sudan or any other country subject to trade embargoes in violation of Export Control Laws. Customer acknowledges that Jet AirWerks will not proceed with a shipment when Jet AirWerks knows that the Jet AirWerks products in that shipment are destined for a sanctioned country. Customer warrants and will undertake the process of securing all required export licenses when contractually obligated to do so. Customer represents that neither Customer nor any of its principals, officers, or directors, or any person or entity known to Customer to be directly involved in this transaction as freight forwarder, customer, end-user, consultant, agent or otherwise is designated on any of the U.S. government restricted parties lists, including without limitation the U.S. Commerce Department Bureau of Industry and Security Denied Persons List, Entity List or Unverified List, the U.S. Treasury Department Office of Foreign Asset Controls Specially Designated National and Blocked Persons List or the U.S. State Department Directorate of Defense Trade Controls Debarred Parties List or restricted parties lists of any country having jurisdiction over Customer or the transaction involving the goods that are the subject of this document or related technology.

3. Taxes

   Other than taxes Jet AirWerks owes on monies earned, Customer agrees to pay all taxes, duties, fees, charges or assessments of any nature that are assessed or levied in connection with the Services.

4. Prices/Payment

   Jet AirWerks’s prices for Services are stated in the Quote in U.S. Dollars and are subject to change with prior notification to Customer. Unless otherwise stated in the Quote, payment of all invoices are due prior to Redelivery and will be paid by wire transfer as stated on Jet AirWerks invoice, immediately available for use and without set-off. Credit terms may be granted upon completion of a satisfactory credit check. If Customer’s account becomes delinquent, Customer will grant Jet AirWerks commercially acceptable assurances of payment.

5. Excusable Delay

   Customer will excuse Jet AirWerks from, and Jet AirWerks will not be liable for, any delay in Jet AirWerks’s performance due to causes beyond Jet AirWerks’s reasonable control, including but not limited to, force majeure, unavailability of Original Components Manufacturer (“OEM”) parts and delays of any type that are caused by Customer. In the event of such delay, Jet AirWerks may invoice Customer for all completed Services. If Customer causes a delay, Jet AirWerks may stop Services on Customer Components, which may result in a greater than day-for-day delay in the completion of Services and the Components may be placed in storage in accordance with Article 13.

6. Warranty

   Jet AirWerks warrants that, for a period of 1 year after the date of Redelivery, the Services will be free from defects in workmanship. If the Services performed do not meet this warranty, Jet AirWerks will promptly, at Jet AirWerks’s option, either (a) re-perform the defective Services; or (b) refund the repair price in shop credits allocable to the defective Services. The warranty period on any such re-performed Services will be the unexpired portion of the original warranty. Jet AirWerks will reimburse Customer for reasonable freight charges Customer incurs for return of parts to Jet AirWerks facility for valid warranty claim repairs. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL Jet AirWerks BE RESPONSIBLE FOR INCIDENTAL, RESULTANT, CONSEQUENTIAL OR PUNITIVE DAMAGES. This warranty is applicable only if, following Redelivery, the Components (a) have been transported, stored, installed, operated, handled, maintained and repaired in accordance with the recommendations of the OEM Components manufacturer as stated in its manuals, Service Bulletins, Airworthiness Directives or written instructions; (b) have not been altered, modified or repaired by anyone other than Jet AirWerks; (c) have not been subjected to accident, misuse, abuse or neglect; and (d) ownership has not transferred.

7. Jet AirWerks Indemnity

   Jet AirWerks will indemnify Customer from third party losses for damage to or destruction of any property or injury to or death of any person caused solely by Jet AirWerks's grossly negligent performance of the Services and for which, as a condition of such indemnification, Customer has promptly given notice of such claim; provided, however, Jet AirWerks will not be required to indemnify Customer for any losses arising from Customer's negligence or misconduct. The indemnification provided hereunder will be Customer’s sole and exclusive remedy for such third party losses. Jet AirWerks will indemnify Customer from and against all losses resulting in injuries or damages suffered by employees of Jet AirWerks to the extent they arise from negligence in performance of the Services hereunder. The indemnity provided herein will expire at such time the Components are serviced by any other service provider or the warranty expires, whichever occurs first.

8. Customer Indemnity

   Customer will indemnify Jet AirWerks from third party losses for damage to or destruction of any property (including the Components) or any injury to or death of any person caused solely by Customer's use, operation, repair, maintenance, or disposition of the Components; provided, however, Customer will not be required to indemnify Jet AirWerks for any losses caused solely by Jet AirWerks’s negligence or misconduct in its performance of the Services. Customer will indemnify Jet AirWerks from and against all losses resulting in injuries or damages suffered by employees of Customer in connection with the employees’ employment with Customer other than claims arising from injury to the employee as a direct result of Jet AirWerks’s performance of the Services.

9. Limitation of Liability
   

   The total liability of Jet AirWerks will not exceed the dollar value of the price of the Services provided. Neither Party will be liable for indirect, special, incidental, punitive or consequential damages including, without limitation, loss of use, revenue or diminution of value whether as a result of breach of contract, warranty or any other claims at law or in equity including claims for fraud or tort. This limitation of liability does not apply to instances of gross negligence or willful misconduct by Jet AirWerks.Waiver of Immunity If Customer is incorporated or based outside the United States, to the extent that Customer becomes entitled to sovereign or other immunity from any legal action, Customer waives such immunity in connection with this Agreement.

10. Insurance

    Jet AirWerks Insurance Jet AirWerks, at its expense, maintains general & product liability, details upon request.

11. Confidentiality

    Unless agreed in writing, any information shared between the parties will be held in confidence and may not be disclosed to others. This does not apply to information which: (a) is or becomes part of the general public knowledge other than as a result of breach of any confidentiality obligation; or (b) which was known prior to receipt from the non-disclosing party. This Agreement does not give either party the right to use the trademarks of the other or grant any rights to any patent or proprietary data owned or licensed by the other party, which may be accomplished by a separate agreement as needed.

12. Termination

    Either party may terminate this Agreement upon fifteen (15) days’ written notice for breach of any material provision, unless such breach is cured within the fifteen (15) days. Jet AirWerks may terminate this Agreement immediately if Customer (a) fails to make any of the required payments when due, (b) makes any agreement with Customer creditors due to Customer’s inability to make timely payment of Customer’s debts, (c) enters into compulsory or voluntary liquidation, (d) becomes insolvent, or (e) becomes subject to the appointment of a receiver of all or a material part of Customer assets. Upon any such termination, Customer will not be relieved of Customer’s obligation to pay for Services performed and Customer’s Components may be placed into storage in accordance with Article 13.

13. Risk of Loss Risk

    Risk of loss or damage to the Components will pass to Customer upon Redelivery. If Customer Components cannot be Redelivered when ready due to Customer’s 1) act or failure to act, 2) refusal to accept Redelivery, or 3) request that Redelivery not be made when otherwise ready, Jet AirWerks may make Redelivery by placing the Components in storage. In such event: 1) all reasonable expenses Jet AirWerks incurs for activities such as, but not limited to, preparation for placement into storage, handling, reasonable storage fees, inspection and preservation will be due and payable on receipt of Jet AirWerks invoice for same; and (2) all risks of loss associated with the Components will pass to Customer upon placing the Components in storage.

14. Dispute Resolution and Governing Law

    This Agreement will be governed by the laws of the State of Kansas excluding its conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods. If the parties are unable to amicably resolve any dispute within thirty (30) days, the dispute will be settled by binding arbitration the American Arbitration Association (for US based Customers) or the ICCA (for non US based Customers) in a mutually agreed location. Either Jet AirWerks or Customer may take appropriate legal action as may be required for the enforcement of such arbitration award.

15. Subcontracting

    Jet AirWerks will not subcontract Services which Jet AirWerks is able to perform; however, Jet AirWerks has the right to subcontract any other Service to any subcontractor that is properly certified by the Approved Aviation Authority, where applicable, or is an approved Jet AirWerks vendor.

16. Assignment

    This Agreement may not be assigned without the prior written consent of the other party, except that Customer consent will not be required for an assignment by Jet AirWerks to one of Jet AirWerks’s affiliates.

17. Language Notices

    All correspondence and documentation connected with this Agreement will be in English, given in writing, effective upon receipt, and provided to the addresses set forth on the Quote, which may be changed by written notice.

18. Non-Waiver of Rights and Remedies

    Failure or delay in the exercise of any right or remedy under this Agreement will not waive or impair such right or remedy. No waiver given will require future or further waivers.

19. Survivability

    Any portion of this Agreement determined to be contrary to any controlling law, rule or regulation will be revised or deleted and the remaining balance will remain in full force and effect.

20. Ethics

    Customer acknowledges and confirms that all amounts paid or related to this Agreement shall be for actual services rendered. Under no circumstances shall either party, its employees, agents, or other person operating on its behalf, accept, offer, promise, give, or agree to give any money, gift, loan, or other benefit or advantage, either directly or through intermediaries, to a public official, (or private person in the case of the U.K. Bribery Act), for that official, private person or third party, to exert influence, act or refrain from acting in relation to the performance of official duties, in order to obtain or retain business or other improper advantage under this Agreement. As used herein, “Public Official” (or “Government Official”) includes, without limitation, (i) any official, employee, or agent of, or one who is in any manner connected with, any government or government entity, including any department, agency, instrumentality of any government, government-owned entity, or government-controlled entity, or any person acting in an official capacity thereof; (ii) any candidate for political office, any political party or any official of a political party; (iii) any director, officer, or employee of a public international organization (e.g. United Nations, World Bank, or International Monetary Fund); or (iv) any member of a royal or ruling family. Customer represents and warrants to Jet AirWerks that it will comply with all laws of the country(ies)/territory(ies) where Customer operates which are applicable to the performance under this Agreement, including without limitation, the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act (“U.K. Act”), the Corruption of Foreign Public Officials Act of Canada (“CFPOA”) and the Organization for Economic Co-Operation & Development (“OECD”) Convention on Combating Bribery of Foreign Officials in International Business Transactions (collectively “Ethics Legislation”). Nothing contained herein will require Jet AirWerks to make any payment directly or indirectly under this Agreement which in Jet AirWerks’s good faith determination violates or is inconsistent with the Ethics Legislation. The Parties represent and warrant that no agent, finder, or commercial intermediary was instrumental in arranging or bringing about this transaction and that there are no claims or rights for commissions, fees or other compensation by any person or entity claiming by through or in connection with this transaction

Standard Terms and Conditions for Suppliers and Vendors

1. Purchase Orders Aircraft Material/Hardware

   1. Traceable to the FAA approved inspection system
   2. Records demonstrate conformity of product
   3. Hold industry approved certifications
   4. Certifications, FAA 8130-3 and CAAC (if applicable) must accompany the part(s)

2. Subcontractors

   1. Provide evidence that all Airworthiness Directives have been accomplished by stating such on the 8130/CAAC
   2. Include FAA acceptable technical data used
   3. Hold FAR 145 certification
   4. Work scopes must be available upon request, indicating work was performed by trained/qualified personnel, measuring equipment used and insure that were within calibration to ensure compliance with Jet AirWerks/Customer Driven requirements called out on the Repair Order.
   5. Inspect, verify and confirm the actual Part Number, Serial Number documented on Jet AirWerks Repair Order and notify Jet AirWerks of any discrepancies immediately and hold for disposition
   6. Quotes must be submitted and approved prior to work being performed
   7. Document all repairs, manual references, modification, SB, ASB and AD’s on FAA/EASA in Block 12 and in Block 13 on CAAC
   8. Part Number and Serial Number must be clearly visible on the parts for return
   9. No DR’s/CDR’s are allowed without prior written approval from Jet AirWerks
   10. No PMA part(s) or unapproved parts are permitted
   11. Any identification of PMA or nonconforming part(s) are too be reported to Jet AirWerks immediately and held for official disposition.

3. Calibration Services

   1. Must maintain ISO/IEC 17025 accreditations which will be subject to assessment
   2. Must provide certifications of conformance or out of conformance as applicable
   3. All calibration must be performed by trained/qualified personnel.

4. General

   1. Acceptance of Purchase Order/Repair Orders make your facility subject to surveillance and investigation.
   2. Acceptance of the Jet AirWerks Purchase Order/Repair Order verifies Supplier’s continuing compliance with the QMS approved by Jet AirWerks which will not be limited to but should include:
      1. Vendors commitment to Product/Service Conformity
      2. Vendors commitment to Safety: Personnel/Product/Environment
      3. Vendors commitment to Human Right/Ethic Behavior Standards, including compliance with the the Uyghur Forced Labor Prevention Act (UFLPA)
   3. Notify the Jet AirWerks of changes to processes, products, or services, including changes of external providers or location of manufacture, and obtain the Jet AirWerks approval prior to work performed.
   4. Non-conformance will be reported, warranty and/or CAR will be issued if deemed applicable
   5. If you cannot comply with the requirements as called out on the Purchase Order/Repair Order please notify Jet AirWerks immediately.
   6. Records must be retained and available if requested for a minimum of 5 years.

For packages that are 1-149 LBS, use FEDEX Ground Account: 426531461
For packages over 149 LBS, please call for Special Handling Instructions when work
is complete.

Notice: Jet AirWerks is an FAA Repair Facility and does not know the origin of the material used to produce the part(s) but does confirm that no Russian iron / steel products were used by this facility to return the parts to serviceable condition in accordance with Regulation (EU) No. 833/2014. Jet AirWerks only repairs and overhauls OEM parts and only sources OEM or OEM approved spad and spare parts.