VAS Aero Services, LLC

Repair Order Terms

VAS Aero Services, LLC ("Buyer")

Definitions: The following definitions shall apply to this Repair Order ("RO"):

Contractor or BUYER: VAS Aero Services, LLC, or its subsidiaries
Contract, RO or Subcontract: These terms are used interchangeably and refer to this contractual instrument
Purchasing Agent: The only individual authorized to commit the BUYER
Subcontractor, Supplier, SELLER, or Vendor: The legal entity to whom this RO is issued by BUYER

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Applicable Law: This RO shall be governed by and construed in accordance with the laws of the State of Florida or New York as noted on BUYER's office indicated on the face of the order. In the event BUYER's office on the face of this RO is neither Florida nor New York, then New York shall apply.

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Compliance with Law: VENDOR shall comply with all applicable federal, state, and local laws, rules, regulations and orders in effect on the date of this RO, including, but not limited to the following, as amended: (a) the Fair Labor Standards Act of 1938; (b) the Federal Occupational Safety and Health Act of 1970 (OSHA); (c) the Toxic Substances Control Act of 1976; (d) the Walsh-Healy Public Contracts Act; and (e) any other federal law concerning labor relations, nondiscrimination in employment, minimum wage, overtime compensation, and hours of employment. VENDOR agrees to indemnify and hold BUYER harmless against any loss or liability due to VENDOR's violation or noncompliance with such regulations. Upon BUYER's request, VENDOR shall furnish evidence demonstrating such compliance.

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Acceptance of RO: This RO contains the entire agreement between VENDOR and BUYER and acceptance is expressly limited to the terms and conditions stated. VENDOR warrants that all supplies/services furnished under this RO: (a) shall be of good workmanship and free of defects; (b) shall comply with BUYER's Supplier Requirements under Terms and Conditions accessible at Supplier Requirements. Any terms and conditions proposed by VENDOR inconsistent with or in addition to terms and conditions hereof are objected to and void unless agreed in writing by the BUYER.

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RO Number: The RO Number appearing on the face hereof must appear on all correspondences, invoices, containers, packages, packing slips, and shipping documents.

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Setoff: BUYER shall have the right at all times to set off any amount due or payable to VENDOR hereunder against any claim or charge BUYER may have against VENDOR.

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Payment Terms: Unless otherwise specified in this RO, terms of payment are "Net 30 days" (N30) from the date BUYER receives VENDOR's invoice.

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Invoices: VENDOR shall submit an itemized invoice in triplicate to BUYER's address shown on the face of this RO to the attention of the Accounts Payable Department. In order to support rapid processing of invoices for payment, the invoice should contain the RO Number, packing list number, description of services furnished, and total price. Payment of invoices may be delayed pending correction of any errors or omissions.

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Inspection: This RO is issued subject to BUYER's inspection approval and conformity to manufacturer's specifications.

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Warranty: VENDOR's standard warranty shall apply to this RO or in lieu thereof the standard commercial warranties provided under applicable law.

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Termination for Default: BUYER may, without liability, and in addition to any other rights and remedies provided herein or by law, terminate this RO in whole or in part by written notice of default if VENDOR; (a) fails to perform the services within the time specified; (b) fails to make sufficient progress with the work, thereby endangering completion of performance within time specified; or (c) fails to comply with any of the other instructions, terms, or conditions of the Purchase Order. BUYER's right to terminate for default may be exercised if VENDOR does not cure the failure within ten (10) days after receiving BUYER's notice of such failure. If BUYER terminates this RO in whole or in part, BUYER may procure similar supplies or services from others and VENDOR shall be liable for any additional costs above the original price for the terminated supplies/services.

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Patent, Trademark, and Copyright Indemnity: VENDOR agrees to indemnify, defend, and hold harmless BUYER, its customer, and those for whom BUYER may act as agent, from any costs, expenses, damages, or liability that BUYER may incur as a result of any proceedings charging infringement of any patent, trademark, or copyright by reason of sale or use of any supplies/services/data furnished by VENDOR.

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Packaging and Packing: VENDOR shall be responsible for properly packing the part(s) to BUYER in suitable containers for protection during shipment in accordance with transportation regulations and good commercial practice. VENDOR shall insure that packing list accompany each case or parcel clearly show BUYER's RO Number and complete description of contents. VENDOR shall pay all costs for packing and packaging unless otherwise specifically agreed in writing by BUYER and VENDOR.

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Transportation Charges: Unless otherwise provided in this RO, BUYER shall pay all transportation costs.

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Subcontracting: VENDOR agrees that if it subcontracts any of the services to be provided hereunder, it shall do so only to approved Federal Aviation Administration ("FAA") facilities holding a current and valid FAA license to perform said work.

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Waiver of Rights: Failure of either party to insist on performance of any provision of this RO shall not be construed as a waiver of that provision or any waiver of VENDOR's or VENDOR's right to require compliance with such provision in any later instance. If any provision of this RO is found to be illegal or unenforceable under law, that provision shall be deleted; however, all other provisions of this RO shall not be affected thereby, and shall remain in full force an effect.

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Risk of Loss: Unless otherwise provided in this RO, the shipping point shall be the delivery destination indicated on the face of this RO, and risk of loss or damage shall pass at that point to VENDOR upon delivery and back to BUYER upon acceptance of services and redelivery. If the shipping point is designated as the VENDOR's location, then risk of loss or damage shall pass to BUYER upon VENDOR's delivery of the supplies to the carrier.

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Title: Title to the parts provided to VENDOR for service hereunder shall at all times remain with BUYER or BUYER's customer. VENDOR agrees that it shall not cause any third party claims or liens to attach to the parts.

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No Extra Charges: Unless BUYER otherwise agrees in writing, the total price payable to VENDOR shall be stated in this RO. The price shall not be increased to cover any future VENDOR price increases and shall include packing, packaging, and cartage, reusable containers, service or carrying charges, permits, fees, and licenses, or any other charges.

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Entire RO: This RO constitutes the entire agreement between BUYER and VENDOR regarding the services contracted hereunder and supersedes all previous oral and written agreements and commitments. Any subsequent additions, deletions, or modifications to this RO shall not be binding upon BUYER unless mutually agreed upon and incorporated herein in writing.

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AS9120: Supplier agrees that BUYER, BUYER's customers & regulatory authorities shall have access to all facilities involved in this RO & all applicable records. Supplier further agrees to flow this requirement down to its suppliers.