Aerolly Inc Sales Terms and Conditions

  1. Scope

1.1. 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”.

1.2. 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.

1.3. 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. Quotations

2.1. Quotations that have not expressly been made binding for a specified period may be revoked by Aerolly Inc for whatever reason until Aerolly Inc has received an unqualified acceptance.

2.2. Except where expressly stated by Aerolly Inc, a quotation shall be deemed to have expired thirty (30) days after the date of such quotation, if Aerolly Inc has not received an unqualified acceptance.

2.3. Aerolly Inc reserves the right to revoke any quotation in the event of factors influencing the price and lead time outside Satairs control including, but not limited to, significant increases in material prices, availability or labour costs.

2.4. Aerolly Inc may apply a Minimum order line value or quantity, and/or standard pack.

  1. Purchase orders and order acknowledgements

3.1. Purchase orders shall be placed in writing (whether by letter, telefax, or e-mail) or electronically as applicable, specifying all appropriate information including, but not limited to, applicable part numbers, descriptions, quantities, price and delivery information as needed.

3.2. The provisions of the Terms shall govern all purchase orders irrespective of written or electronically form.

3.3. Aerolly Inc may at its absolute discretion and for any reason accept or reject purchase orders without any liability whatsoever. Quotations and purchase orders shall only be binding upon Aerolly Inc when a written order acknowledgement has been issued by Aerolly Inc and only on the conditions contained therein.

3.4. Following acknowledgement by Aerolly Inc and in the event that the parts manufacturer performs technical change resulting in the original product no longer can be provided, Aerolly Inc shall be entitled to cancel the purchase order without compensation to the Customer.

3.5. No cancellations or modifications are permitted except where expressly accepted in writing by Aerolly Inc. Cancellation or reduction of a purchase order is subject to Aerolly Inc being fully indemnified against all costs connected hereto and may be subject to a fee.

  1. Prices

4.1. Aerolly Inc reserves the right to adjust its prices commensurate with, i.a. the rise or fall in purchase prices, manufacturing costs, taxes, duties, transport charges, wages and currency fluctuations occurring from the time of quotation until the time of order acknowledgement.

4.2. Except in case of a written agreement to the contrary, prices are quoted exclusive of value added tax, custom custom duty or any other taxes or levies imposed on the products.

4.3. Aerolly Inc assumes no liability for any errors or omissions in the prices submitted.

  1. Delivery

5.1. In the absence of a written agreement to the contrary, delivery shall be Ex Works any Aerolly Inc warehouse or partner’s warehouse in accordance with the Incoterms provisions in force at the time of the order confirmation (currently Incoterms 2010).

5.2. If no specific means of transportation has been requested, Aerolly Inc may at its sole discretion and at the expense and risk of the Customer, choose the means of transportation.

5.3. If the products have not been picked up on the agreed date, the Customer is liable for all costs including, but not limited to, storage costs.

5.4. Aerolly Inc shall be entitled to make partial deliveries and/or partial performance. In the event of any delay in the delivery of any one or more of the partial deliveries and/or partial performances, Aerolly Inc shall not be liable for any claim for damages, nor shall the Customer have the right to cancel the purchase order.

5.5. Aerolly Inc shall be entitled to suspend or cancel agreed deliveries in the event that the Customer exceeds the time of payment in relation to any agreement with Aerolly Inc, suspends payment, goes bankrupt, enters into liquidation or, through other acts or omissions, gives justified cause for concern as to his liquidity.

5.6. Aerolly Inc shall use commercially reasonable efforts to comply with the agreed delivery schedule. However, delivery dates are approximate and Aerolly Inc shall not be liable for any losses, penalties or damages, including loss of profits, loss of use, incidental or consequential damages or any other direct or indirect losses, which may result directly or indirectly from any delay or non-delivery.

  1. General return of products

6.1. General return of already delivered products shall only be made with the prior written consent of Aerolly Inc. Any returns are subject to a 20% restocking fee.

6.2. General return of products is subject to Aerolly Inc being fully indemnified against all costs connected hereto and may be subject to a fee. Any return of products shall be for the account and at the risk of the Customer. Customer will be responsible for paying for customer own shipping costs for returning item. Shipping costs are non­refundable.

6.3. Products returned shall be credited the originally invoiced amount with deduction of a potential return fee and any special costs borne by Aerolly Inc in relation to the returned products.

6.4. General return of already delivered products shall only be accepted when Aerolly Inc has established by inspection

(i) that the products are in new and unused condition, in original packaging, (ii) that full traceability is maintained and (iii) that they have not suffered any damage in transit. Otherwise Aerolly Inc reserves the right to reject the products.

6.5 Goods must be inspected immediately upon receipt for breakage and discrepancies. Return for credit may occur only within 7 days of receiving part and re-stocking fee of up to 30% of according purchasing may apply. Error on the part of us must be reported within 5 days of receiving part(s) so that it can be corrected immediately. An RMA Number must be obtained and is valid for 10 days only. Parts are deemed accepted by buyer unless we are notified in writing of any warranty claims within 5 days of receipt.

  1. Licenses, approvals and export control

7.1. Aerolly Inc shall not be responsible for obtaining import and export licenses or official approval of the products and any costs related to such licenses and approvals shall be borne by the Customer.

7.2. The Customer acknowledges that the products and/or services may be subject to export control laws and regulations, and any supply or use of such products and/or services contrary to such laws and regulations is prohibited.

7.3. The Customer shall indemnify and hold Aerolly Inc harmless against any losses, damages, fees or monetary sanctions imposed as a result of Customer’s failure to comply with any applicable export control law or regulation, including but not limited to compliance regulations.

  1. Title and risk of loss

8.1. Title to the products shall remain with Aerolly Inc until full payment of the entire purchase price including principal and interest, fees and penalties, if any, has been received by Aerolly Inc.

8.2. Notwithstanding article 8.1, the Customer shall bear all risk of loss of the products in accordance with article 5.1 above.

  1. Packing & packaging

9.1. Products are supplied in regular packing or packaging free of charge. Cost of special packing or packaging required by the Customer is not included unless expressly stated and

shall thus be charged to the Customer.

9.2. Aerolly Inc shall charge all associated costs, where any special packing or packaging is required, e.g. for dangerous goods shipments and/or any products demanding special packaging containers.

  1. Certificates and Documentation

10.1. Aerolly Inc Certificate of Conformance (COC) and copies of the original certificates (EASA FORM 1 or JAA FORM 1 or FAA 8130-3 or MFG C of C or OEM C of C) shall be supplied with all parts.

10.2. Test reports or other documentation from the manufacturer can be made available upon request and may be subject to a fee.

  1. Approval of products, examination and notice

11.1. All products shall be examined by the Customer upon arrival.

11.2. Notification about any shortages or lack of conformity shall be given in writing to Aerolly Inc immediately after the Customer has discovered it and in any event no later than 5 days after delivery of the products or services. After this date, and even in the absence of a formal acceptance document, the products and services shall be deemed definitively accepted by the Customer.

11.3. Any shortages or lack of conformity, which should or could reasonably have been discovered by the Customer upon delivery, shall not warrant a claim against Aerolly Inc.

  1. Invoicing and payment

12.1. The Customer must notify Aerolly Inc within 5 days from date of invoice if the Customer disputes the invoice in question.

12.2. In the absence of a written agreement to the contrary, the Customer shall make payment in cash against any invoice from Aerolly Inc within quoted and invoiced payment terms as stipulated on the respective invoice.

12.3. Payment shall be made in immediately available funds in the quoted currency.

12.4. In the event that the Customer fails to effect payment within the due date for payment, interest at the rate of ten percent (10%) per month (or the maximum amount permitted by law, whichever is higher) on the outstanding balance may be charged, such interest being deemed to accrue on a day to day basis from the due date. Additionally, Aerolly Inc may charge a fee for reminders for payment to the maximum amount permitted by law.

12.5. Aerolly Inc shall be entitled to withhold or postpone delivery of any product or services until any and all outstanding invoices have been paid in full.

12.6. Aerolly Inc may require full payment in advance or otherwise alter the terms of payment previously specified with respect to future orders.

12.7. The Customer is not entitled to set off any claim against payment for the products to Aerolly Inc and shall have no right to retention or non-payment as a result of any delay, complaint or alleged counterclaim against Aerolly Inc.

12.8. A claim from the Customer shall not entitle the Customer to suspend payment unless the claim has been accepted by Aerolly Inc.

12.9. Aerolly Inc reserves the right to add an additional fee (up to maximum amount permitted by law). This charge covers the extra cost associated with credit card transaction costs of the underlying transaction.The surcharge will apply to purchases made with a credit card.

  1. Liability for defects

13.1. This article 13 shall apply in case a defect is caused by Aerolly Inc’s handling or improper storage by Aerolly Inc. In case the defect is related to a defect in material or workmanship or another error for which the manufacturer is responsible, then article 14 (Warranty) shall apply.

13.2. In the event that Aerolly Inc is liable for a defect according to Article 13.1, Aerolly Inc’s liability is limited to one of the following actions, at Aerolly Inc’s sole discretion; (i) correction of the defect through repair to the extent necessary to return the product to a serviceable condition, (ii) replacement with a product in comparable condition to the original product, or (iii) refund of an amount equal to that paid for the product within a reasonable period of time.

13.3. Defects in products supplied by Aerolly Inc shall not entitle the Customer to cancel the purchase either wholly or in part and the actions described above represent the maximum liability that can be incurred by Aerolly Inc.

13.4. In any event, the Customer loses the right to make any claim in respect of defects if written notice thereof has not been provided to Aerolly Inc within a period of six (6) months from the date of delivery.

13.5. The liability for defects does not extend to defects caused by improper use, e.g. faulty maintenance, incorrect installation, and use other than fit for purpose or alterations undertaken without Aerolly Inc’s prior written consent. Liability for defects does not cover normal wear and tear or deterioration.

13.6. Except as explicitly stipulated above, Aerolly Inc shall have no liability for defects.

13.7. Products belonging to the Customer and sent to Aerolly Inc for repair, etc., shall be subject to the Customer’s own risk and shall not be covered by Aerolly Inc’s insurance policies.

  1. Warranty

14.1. All new Products are warranted only in accordance with the limited warranty provided by the manufacturer of the products supplied. Products shall be supplied at the same warranty terms, including warranty period, as are given to Aerolly Inc by the manufacturer provided that any remaining part of the manufacturer’s warranty terms are transferable from Aerolly Inc to the Customer.

All inspected/repaired/overhauled Products are warranted only in accordance with the limited warranty provided by the repair station of the products inspected/repaired/overhauled. Products shall be supplied at the same warranty terms, including warranty period, as are given to Aerolly Inc by the repairstation provided that any remaining part of the repair station warranty terms are transferable from Aerolly Inc to the Customer.

The warranty period begins on the date of receipt by the customer.

14.2. Any warranty claims, defects or the like shall generally be addressed directly to the manufacturer by either the Customer or the ultimate customer (“end-user”).However, claims of warranty breach may be handled by Aerolly Inc for products, where Aerolly Inc has been granted extended warranty administration rights by the manufacturer.

14.3. The warranty above shall not extend to the product if; (i) it has been used, handled, stored, maintained, installed used or operated other than in accordance with the manufacturer’s instructions, product specifications or accepted aviation practice; (ii) it has been subjected to any modification or alteration not authorized by the manufacturer or Aerolly Inc; (iii) it has been used for purposes other than which it was intended or has been subject to any neglect, accident, incident, abuse or misapplication, or use in development or experimental running.

14.4. The Customer hereby waives, releases and renounces all other warranties, guarantees, representations, obligations and liabilities of Aerolly Inc and acknowledges that Aerolly Inc makes no warranty either expressly or implied and that Aerolly Inc also makes no warranties of merchantability or any warranty of fitness for particular purpose, course of dealing‚ course of performance or usage of trade.

14.5. The Customer waives and releases Aerolly Inc from all warranties and any obligation or liability of Aerolly Inc arising in tort or from strict liability.

14.6. Aerolly Inc shall not be liable for any direct, incidental, consequential or special damages, including, but not limited to, loss of profit or revenue, or loss of use, incidental or consequential damages or other indirect losses.

  1. Product liability

15.1. Aerolly Inc shall be liable for personal injury and damage to consumer products(any tangible product for sale that is used by a person or household for non-business purposes) only where it is established that such injury or damage was caused by a defective product delivered by Aerolly Inc and that the defect was a result of errors or omissions attributable to Aerolly Inc and caused deliberately or recklessly and with knowledge that damage would probably result.

15.2. In all other cases, e.g. in case of property damage to non-consumer products, Aerolly Inc shall not be liable unless it is established by the Customer that the damage was caused by a defective product delivered by Aerolly Inc.

15.3. Notwithstanding the above, Aerolly Inc´s liability for personal injury and property damage, including damage to consumer products is irrespective of the legal basis for any such liability, shall be limited to 1 thousand (1000) USD for any one occurrence and in annual aggregate.

15.4. In no event and under no circumstances shall Aerolly Inc be liable for consequential losses, operating loss, loss of time, loss of production, loss of profits, or other indirect losses.

15.5. To the extent that product liability towards a third party shall be imposed on Aerolly Inc, the Customer shall hold Aerolly Inc harmless and indemnified for any and all losses or costs and shall accept to be included as a party to any legal proceedings before any court or tribunal where the proceedings against Aerolly Inc is brought by a third party.

15.6. In the event that a third party raises a claim for damages under this article 15 against a Party, the relevant Party shall immediately notify the other Party.

  1. Limitation of liability

16.1. Aerolly Inc shall not be held responsible for errors in e-commerce transactions due to breakdown in communication lines either at the Customer’s end or at Aerolly Inc’s end.

16.2. Aerolly Inc shall not be liable for any claims, losses or damages of any nature whatsoever, including consequential losses, loss of production, loss of profits or other indirect losses suffered as a result of any failure, delay or partial or imperfect performance in connection with any communication or messages to Aerolly Inc, including, but not limited to, quotations exchanged via the SITA Network, Aerolly Inc Direct (Internet), Spec2000 or any other electronic or non-electronic correspondence.

16.3. Aerolly Inc assumes no liability for any errors or omissions in any and all agreements including but not limited to purchase orders, quotations, proposals, agreements and amendments thereto.

16.4. Aerolly Inc shall not be obliged to support the Customer in the event that Aerolly Inc no longer holds distributor rights to the products in question. In such event, Aerolly Inc accepts no liability or any request to pay compensation to the Customer.

16.5. Unless specifically agreed, Aerolly Inc´s general liability and indemnification shall not exceed ten (10) million USD for any one occurrence and in annual aggregate.

16.6. Notwithstanding any other provisions of these Terms, Aerolly Inc shall not be liable for and/or obliged to indemnify for any indirect and/or consequential losses, including, but not limited to, loss of profit, loss of business and/or loss of revenue.

  1. Force majeure

17.1. Neither Party shall be liable for any failure to fulfill its obligations provided that the non-fulfillment of the obligations is due to an impediment beyond such Party´s control, which could not reasonably have been taken into account, avoided or overcome.

17.2. The Party wishing to claim relief shall notify the other Party in writing without delay on the intervention and on the cessation of such circumstance. If grounds for relief prevent the Customer from fulfilling his obligations, he shall compensate Aerolly Inc for expenses incurred in storing, securing and protecting the products.

17.3. Notwithstanding other provisions of these Terms, either Party shall be entitled to terminate the agreement by notice in writing to the other Party if performance of the agreement is delayed more than six (6) months by

reason of any grounds for relief as described above.

17.4. If delay in delivery is caused by any of the circumstances mentioned above in article 17.2., the time of delivery shall be extended having regard to the circumstances in the case.

  1. Confidential information

18.1. Neither Party shall disclose to any third party any commercial, technical and strategic data or any other confidential information.

18.2. Neither Party shall disclose any such confidential information to any employee, third party or other person except where such disclosure is necessary in order to fulfill the obligations under an agreement between Parties. Notwithstanding the foregoing, Seller shall be entitled to share the Confidential Information with

its ultimate parent company and any affiliates and subsidiaries directly or indirectly controlled by said ultimate parent company.

18.3. The receiving Party shall protect the confidential information with, at least, the same degree of care as it uses to protect its own confidential information, but in no instance shall such standard be less than reasonable care for highly sensitive data.

18.4. The disclosure of any documents, data and other information to the receiving Party shall not be construed as a grant or transfer of any rights, in particular but not limited to intellectual and industrial property rights such as patents or copyrights nor a permission to use such documentation, data or other information.

  1. No Waiver

19.1. The failure of either Party to enforce at any time any of the Terms or to require performance of the same by the other Party shall in no way be construed to be a present or future waiver of such Terms.

  1. Severability

20.1. Any provision of these general terms that is held to be invalid or unenforceable (in whole or in part), shall to the extent of such invalidity or unenforceability be deemed severable and the other provisions of these general terms shall not be affected.

  1. Governing law & dispute resolution

21.1. Any dispute, controversy, disagreement or claim arising out of or under these general terms shall be governed by, subject to and construed in accordance with the laws of Delaware USA at the time when such proceedings are commenced.

Last revised on 18 July 2017