VAS Aero Services, LLC

Additional Terms and Conditions of Sale

APPLICABLE LAW: The Invoice shall be governed by and construed in accordance with the laws of the State of Florida except that the choice of law provisions thereof will not be invoked to apply the laws of another jurisdiction. Pursuant to Article 6 of the Convention on the International Sale of Goods ("CISG"), BUYER and SELLER expressly elect to exclude and opt out of any application of CISG provisions to this Invoice.

TAXES AND COMPLIANCE WITH LAWS: In addition to all charges set forth in the Invoice, BUYER shall reimburse SELLER for the amount of any sales or use tax imposed on SELLER by any taxing authority of any country, federal, state or local governments, as a result of the sale, use, delivery, storage or transfer of any goods covered by the Invoice. BUYER shall be responsible for complying will all U.S. Government rules regarding export regulations, and shall likewise comply with all other laws, rules and regulations applicable to this transaction. BUYER and BUYER's agents accept all responsibility for ensuring that any export of these goods complies with all U.S. export laws and regulations. BUYER and BUYER's agents will not cite SELLER on any export documents.

DELIVERY: Unless otherwise agreed, delivery shall be made EXW origin (SELLER's warehouse) or other location and according to the delivery schedule specified on the Invoice. Such delivery date is approximate only and subject to delays due to causes beyond SELLER's control or force majeure, including, but not limited to, acts of God or the public enemy, acts of government, civil war, insurrections or riots, restrictions, strikes or freight embargos, or any other cause to the extent it is beyond SELLER's sole fault or negligence. In the event of such delay, the delivery dates shall be extended accordingly for a period equal to the time lost by reason of such delay. In no event shall SELLER be liable for any special, incidental or consequential damages.

INDEMNIFICATION: BUYER agrees to indemnify and hold SELLER, its members, partners, directors, officers, employees, agents, affiliates, and suppliers harmless from and against all claims, liability, loss, damage or expense, including all counsel fees arising from or by reason of (i) any injury or death allegedly caused by the delivery, use, sale, transfer, operation or alteration of the goods sold hereunder; (ii) any damage to or destruction of any property or injury to any person or persons caused by any act or omission, whether negligent or otherwise, of BUYER or SELLER or of any employee, subcontractor, workman, servant or agent of BUYER or SELLER. Such obligations of BUYER shall survive acceptance of the goods and payment by the BUYER.

LIMITED WARRANTY POLICY: Factory New goods with OEM Certs/Tag will come with OEM Warranty Policies. Overhauled and Serviceable goods will carry FAA 145 Repair Shops Warranties. New Surplus goods have no warranty unless stated/subject to consideration.

TITLE: The goods will be sold by SELLER free of any liens or claims.

DISCLAIMER AND LIMITATION OF LIABILITY: EXCEPT FOR THE WARRANTY OF TITLE SET FORTH ABOVE, SELLER, SELLER'S SUPPLIERS AND THEIR RESPECTIVE AFFILIATES UNDERTAKE NO RESPONSIBILITY FOR THE QUALITY OF THE GOODS AND MAKE NO WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES AS TO MERCHANTIABILITY, FITNESS FOR A PARTICULAR PURPOSE, AIRWORTHINESS AND CONDITION OF THE GOODS OR OTHER THINGS DELIVERED HEREUNDER TO BUYER OR ANY OTHER PARTY. BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER RIGHTS AND REMEDIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY GOODS OR OTHER THING DELIVERED HEREUNDER INCLUDING BUT NOT LIMITED TO:

1. ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT OR THE LIKE;
2. ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE;
3. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING IN WHOLE OR IN PART FROM STRICT LIABILITY OR THE NEGLIGENCE OF SELLER OR SELLER'S SUPPLIER, ACTUAL OR IMPLIED; AND
4. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO THE GOODS OR OTHER THINGS DELIVERED HEREUNDER, OR OTHER PROPERTY, FOR LOSS OF USE, REVENUE, OR PROFIT, FOR ANY LIABILITY OF BUYER TO ANY THIRD PARTY, OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

RETURN OF GOODS: No Goods may be returned to SELLER hereunder without SELLER's prior written permission. All Goods must be returned within thirty (30) days of receipt of an approved Return Material Authorization number ("RMA") and will be subject to a restocking fee. Please visit www.apo.aero/returns for information on the RMA policy of SELLER as well as for instructions on how to request an RMA.

ENTIRE AGREEMENT: The express terms and conditions contained on the Invoice and those set forth on any continuation sheets contain the entire understanding of the parties with respect to the sale of goods. Any terms and conditions proposed on the BUYER's Purchase Order or other documents, which add to, vary from, or conflict with the terms and conditions herein are hereby expressly objected to, and may become effective only if accepted by SELLER in writing.

All Goods shipped or service providers must be in compliance with all applicable Environmental laws and regulations.