Aerolly Standard Exchange Terms and Conditions

The Sales Terms and Conditions contained herein (the “Terms”) shall exclusively govern and apply to any and all agreements, including but not limited to quotations, proposals, purchase orders, agreements and sales made by Aerolly Inc(Delaware file no: 6442176) or any other Aerolly Inc branded company world wide within Aerolly Group (“collectively Aerolly Inc”) as well as purchase orders placed by a customer (the “Customer”) concerning the products and/or services directly or indirectly supplied by Aerolly Inc, unless otherwise agreed in writing. The Customer and Aerolly Inc are referred to individually as a “Party” and collectively as the “Parties”.

These Terms prevail over any of the Customer’s general terms and conditions of purchase regardless whether or when the Customer has submitted its purchase order or such terms. Any other terms and conditions inconsistent herewith which the Customer might seek to impose shall only apply to the extent that they have been expressly accepted in writing by Aerolly Inc. Fulfillment of the Customer’s order does not constitute acceptance of any of the Customer’s terms and conditions and does not serve to modify or amend these Terms.

Aerolly Inc may at any time amend these Terms without notice. An amendment to these Terms shall not affect the terms and conditions which were in force at the time when any purchase order, quotation, proposals or agreement was presented or accepted.

  1. Customer agrees to pay the exchange price for the above mentioned unit, plus all transportation costs, custom duties, handling, applicable taxes and re-certification costs Aerolly Incs incurs for the OFF-unit, regardless if the Customer returns the unit used or unused.

  1. Customer agrees to deliver OFF-Unit Core on or before the CORE DUE DATE mentioned above. If the unit is not returned by the mentioned due date, customer will pay an additional exchange fee of the agreed original exchange price. If customer fails to

deliver after the 2nd Core Due Date, the customer will pay a third exchange price at the agreed price.

  1. If customer fails to supply OFF-unit core within 60 calendar days of the exchange date, the customer agrees to pay Aerolly Incs the outright value as it is documented in the Exchange Agreement, the original and any additional exchange fees, and any direct or indirect costs that Aerolly Incs incurred in this transaction.

  1. For any Exchange of a life limited part, if the Off Unit (or any subassembly of Unit) is of greater “Life” than the Exchange Unit, the following additional charge shall be paid by the Customer:

    1. For any LLP where Life of the Unit is determined by the number of calendar years from the date of manufacture (DOM) of the Off Unit (or any sub assembly of the Off Unit), 1/15 multiplied by the Outright Price for each additional year (or part thereof) of life of the Off Unit.

    1. For any LLP where Life of the Unit is determined by engine flight hours or engine flight cycles, the pro-rated loss of life multiplied by the Outright Price.

  1. The customer agrees to supply Aerolly Incs the OEM part number as supplied to them. This repairable unit must have the same dash number, model number, modification status as the Original Exchanged Unit, unless agreed upon in writing from Aerolly Incs. Customer agrees to pay all modifications on said part to return to original part number supplied by Aerolly Incs. If unit is supplied with an OEM repair/overhaul, the OFF-Unit core will be returned to OEM for repair/overhaul and customer will be responsible for all costs, and transportation of OFF-Core unit.

  1. Aerolly Incs reserves the right to reject any OFF-Core Unit not fully complying with this Exchange Agreement. Customer may return a “Certified Unit” with written approval from Aerolly Incs. The Certified Unit will be subject to Aerolly Incs acceptance and approval. Charges may incur if Aerolly Incs does not accept and approve Certified Unit.

  1. The OFF-Core Unit delivered to Aerolly Inc will have the following requirements:

    1. Full trace and documented source to 121, 129, 145, or to the OEM.

    1. Non-Incident Statement (ATA 106 Form) & Packing Slip from the aircraft operator, stating “The OFF-Core Unit is non-incident related and was not subjected to any severe stress or heat, immersed in salt water, and was not obtained from any US

Government or Military Sources.”

  1. If the OFF-Unit core provided to Aerolly Incs is deemed “Beyond Economical Repair” (BER) or irreparable, Aerolly Incs will allow customer to supply a repairable OFF-Core unit within 7 days of issued repair shop report. If customer fails to provide Aerolly Incs a replacement within this 7 day period, the customer will be billed an additional exchange fee for every 21 day period until a repairable core is returned plus any evaluation fees, shipping charges and any other costs associated with this transaction.

  1. Customer will have 3 business days to approve or reject the repair quote associated for the OFF-Core Unit. If customer does not approve or reject the repair quote within the 3 days allowed, Aerolly Incs has the authority to immediately approve the repair charges and invoice the Customer the full repair cost and shipping and handling costs.

  1. If there is a shortage of repair replacement parts for the OFF-Unit Core exceeding 60 days delivery, Aerolly Incs reserves the right to invoice the Full Outright Valve plus incurred shop fees and shipping and handling fees.

  1. Customer will have 7 business days from the date of this agreement to return unused exchange unit for no less than 30% of Exchange Fee, $200 minimum. If customer returns unused exchange unit after 7 business days of this dated agreement, customer will be invoiced the full exchange agreement price. Customer will provide documentation on company letterhead stating part was never fitted on aircraft. All original documents/certifications for unit will also be provided. If customer cannot supply these documents or if the unit was deemed used on aircraft, Aerolly Incs has the right to send unit out for evaluation and the customer will be billed all evaluation fees and shipping costs for unit.

  1. The completion of this agreement will include an approved OFF-Core Unit by Aerolly Incs and ALL certifications and related paperwork for unit by the CORE DUE DATE. If the customer fails to do so, Aerolly Incs has the right to invoice the Outright Value of this unit within the allotted time agreed upon.

  1. Changes to this agreement can only be made with the consent of Aerolly Incs.

Last revised on 18 July 2017