VAS Aero Services, LLC

GENERAL TERMS AND CONDITIONS OF SALE

1. PURPOSE:

   These general terms and conditions of sale (“GTCS”) shall govern any and all quotations, proposals, and sales made by VAS Aero Services, LLC (“Seller”) and any orders placed by a customer (“Customer”) concerning the products supplied by Seller (the “Products”). Customer and Seller are individually referred to as a “Party” and collectively as the “Parties” herein.

2. ORDERS

   1. This GTCS shall apply to any and all orders placed by Customer to Seller in relation to the Products and for which there is no reference to a specific agreement entered into by the Parties. Seller rejects any provision in Customer’s general or standard terms and conditions of purchase, whether or not referenced on any order, and any other terms set forth on an order purporting to modify, supplement or supersede any provision hereof, and Customer agrees that no such term or provision shall apply to any order for the sale of Products by Seller. The issuance of an order shall constitute Customer’s unconditional acceptance of this GTCS

   2. An order shall become binding upon the Parties at the date and time of the issuance by Seller of, and on the conditions contained in, an acknowledgement of such order [in written form]. Orders shall be placed in writing, or electronically through Seller’s web-based sales portal, or via electronic data exchange, or ATA Spec 2000, as applicable. Seller may convert all orders for Products to the concept of single item orders in accordance with ATA Spec 2000 Chapter 3. Seller may at its sole discretion and for any reason reject an order without incurring any liability. Any cancellation or modification of an order by Customer after Seller has issued an acknowledgement is subject to prior written approval of Seller.

3. DELIVERY

   1. All sales of Products are made EXW Seller’s warehouse (Incoterms 2020) or such other location agreed by the Parties and specified in Seller’s invoice.

   2. If appropriate, Products will be packed in accordance with relevant specifications including, in particular, ATA Spec 300. Customer shall reimburse Seller for the cost of special packaging required or requested by Customer, including for dangerous goods or other Products requiring special packaging containers.

   3. Seller shall use commercially reasonable efforts to comply with “AOG,” “Critical” or “Expedite” orders pursuant to and in the circumstances described in the "World Airlines and Suppliers' Guide” or (WASG) published by Airlines for America (“A4A”), in the version in effect on the date of the order. Seller reserves the right to apply additional fees on orders qualified by Customer as AOG.

   4. Seller reserves the right to charge additional fees in case Customer has not nominated a forwarder as of the date of the order and, in its sole discretion and at the expense and risk of Customer, choose the means of transportation.

   5. If Customer fails to take delivery of the Products tendered for delivery on the agreed date at the delivery location, payment for the Products shall nevertheless be due and payable by Customer as if the Products had in fact been delivered to Customer. Customer is liable for and shall reimburse Seller for all costs and expenses Seller may incur by reason of such failure, including but not limited to costs for storage or disposal of the Products or any related transportation costs.

   6. Seller shall use commercially reasonable efforts to comply with the delivery schedule set forth in its order acknowledgement. However, delivery dates are approximate and Seller shall not be liable for any loss of profits, loss of use, or incidental or consequential damages, which directly or indirectly may result from any delay in the delivery of Products. Seller shall be entitled to make partial deliveries. Any delay in delivery, whether partial or in full, shall not entitle Customer to cancel the relevant order.

   7. In addition to and without limitation of any other rights and remedies available to Seller under this GTCS or at law or in equity, Seller shall be entitled to immediately postpone or cancel delivery of Products contained in any order acknowledgement if Customer: (a) fails to make payment when due and payable for any Products; (b) files for bankruptcy; (c) enters into liquidation; (d) enters into any form of restructuring; (e) through other acts or omissions, gives justified cause for concern as to its liquidity; or (f) is in material breach of any of its obligations hereunder.

4. ACCEPTANCE

   1. Customer shall notify Seller in writing of shortage in or damage to Products caused by Seller immediately upon discovery and in any event no later than thirty (30) days after delivery. After this period, and even in the absence of a formal acceptance document, the Products shall be deemed accepted by Customer.

   2. No Products may be returned to Seller hereunder without Seller's prior written approval, in the form of a Return Material Authorization (“RMA”). All Products must be returned within thirty (30) days of receipt of an 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.)

5. RISK OF LOSS; TRANSFER OF TITLE

   1. Risk of loss and damage to the Products shall pass to Customer upon delivery.

   2. Title to Products delivered to Customer shall remain with Seller until full payment of the entire purchase price, including interest and fees, if applicable, has been received by Seller.

6. PRICES

   1. Prices for the Products are available upon Customer’s request.

   2. All prices are exclusive of, and Customer shall bear and reimburse Seller for, any present or future taxes, stamp taxes, levies, imposts, duties, charges, fees, airport royalties, deductions or withholdings, GST/HST, sales tax or value added tax (VAT), or similar charges of any nature whatsoever, imposed, levied, collected, withheld or assessed by any governmental authority or any political subdivision or taxing authority under the laws of any jurisdiction, in connection with the performance of any order.

7. TERMS OF PAYMENT

   1. Unless otherwise expressly agreed by Seller, payments shall be made no later than thirty (30) days from date of issuance of invoice, and the value date on which such payment is credited to Seller’s account shall fall within such thirty (30) day period.

   2. Upon written request by Seller, Customer shall immediately provide satisfactory evidence to Seller that it will be able to make payment of the price of the Products when such payment is due. Seller reserves the right to suspend delivery of Products until such evidence is provided.

   3. Seller reserves the right at any time to request a non-refundable down payment of the whole or part of the price of the Products indicated in the order acknowledgement.

   4. Payments shall be made to the account specified in the invoice in immediately available funds in United States Dollars. Except in limited circumstances and subject to agreement in advance, Seller does not accept physical payments (e.g. checks, cash or money orders) submitted or sent directly to Seller’s office locations or directly to any employee or representative of Seller. If payments are remitted via credit card, Seller reserves the right to charge an additional fee to cover the extra cost associated with credit card transactions.

   5. If any payment due to Seller is not received on the due date, in addition to and without limitation of any other rights and remedies available to Seller under this GTCS or at law or in equity, Seller shall be entitled to interest for late payment, calculated on the outstanding amount starting from and including the due date of payment up to and including the date when the payment is received by Seller, at a rate of one and a half percent (1.5%) per month or the maximum amount permitted by law, whichever is lower. All such late payment interest shall be compounded monthly and calculated on the basis of the actual number of days elapsed in the month assuming a thirty (30) day month and a three hundred sixty (360) day year. In case of late payment, Seller reserves the right to charge a fee per invoice corresponding to charges for late payment recovery.

   6. All payments due to Seller shall be made in full, without set-off, counterclaim, deduction, or withholding of any kind. Customer shall ensure that the sums received by Seller shall be equal to the full amounts expressed in the invoice. If Customer is compelled by law to make any deduction or withholding, Customer shall pay such additional amounts as may be necessary in order that the net amount received by Seller after such deduction or withholding shall be equal to the amount which would have been received in the absence of such deduction or withholding, and pay to the relevant taxation or other authorities within the period for payment permitted by applicable law, the full amount of the deduction or withholding.

   7. Customer shall notify Seller within two (2) weeks from date of the issuance of an invoice if any part of the invoice is disputed; Notwithstanding such notice, Customer shall not be entitled to suspend any payments due to Seller.

   8. Seller may at any time set-off any liability of Customer to Seller against any liability of Seller to the Customer, whether or not either liability arises under this GTCS. Any exercise by Seller of its set-off rights shall not limit or affect any other rights or remedies available to Seller under the GTCS or otherwise.

8. WARRANTY

   1. If Seller has obtained an OEM, supplier or repair shop warranty in respect of Products that are sold to Customer hereunder, Seller shall transfer to Customer any remaining portion of such warranty, provided such warranty is transferable. Unless otherwise agreed by Seller, any claims for warranty shall be addressed directly to the relevant OEM, supplier or repair shop that provides such warranty. Upon request, Seller shall inform Customer of the relevant OEM, supplier or repair shop contact information.

   2. Seller warrants that Products sold to Customer hereunder shall be free and clear of any security interests, liens, claims, or other similar encumbrances.

9. LIMITATION OF LIABILITY

   1. Seller’s aggregate liability for all claims in connection with this GTCS or the Products shall in no event exceed the invoiced amount for the Products which give rise to the claim, regardless of whether such liability arises from breach of contract, indemnity, warranty, tort, operation of law, or otherwise.

   2. THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER AND THE REMEDIES OF CUSTOMER SET FORTH HEREIN ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND CUSTOMER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER AND RIGHTS, CLAIMS AND REMEDIES OF CUSTOMER AGAINST SELLER, EXPRESS OR IMPLIED HOWSOEVER, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY PRODUCTS DELIVERED HEREUNDER INCLUDING BUT NOT LIMITED TO: (A) ANY WARRANTY REGARDING QUALITY, AIRWORTHINESS OR CONDITION OF THE GOODS; (B) ANY WARRANTY AGAINST HIDDEN DEFECTS; (C) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (D) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (E) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER IN CONTRACT OR TORT AND WHETHER OR NOT ARISING FROM SELLER’S NEGLIGENCE, ACTUAL OR IMPUTED. SELLER SHALL HAVE NO OBLIGATION OR LIABILITY, HOWSOEVER ARISING, FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, UNDER OR IN CONNECTION WITH THIS GTCS OR WITH RESPECT TO ANY PRODUCTS DELIVERED HEREUNDER.

   3. FOR THE PURPOSES OF THIS CLAUSE 9, “SELLER” SHALL INCLUDE SELLER, ITS SUPPLIERS, SUBCONTRACTORS, AND AFFILIATES, AND ANY OF THEIR RESPECTIVE INSURERS.

10. INDEMNIFICATION:

    Except to the extent attributable to the willful misconduct and/or gross negligence of Seller, Customer shall be solely liable for and shall indemnify, defend, and hold Seller harmless from and against all liabilities, claims, damages, costs, and expenses incident thereto or incident to successfully establishing the right to indemnification (including reasonable legal expenses and attorneys’ fees) for any third-party claims for injury to or death of any person (excluding the directors, officers, agents and/or employees of Seller) and/or for loss of and/or damage to any property (including the aircraft for which the Products are provided) and/or for loss of use thereof, arising from, caused by, or in any way connected with any Product, including but not limited to Customer’s use or misuse of any Product, the result of Customer’s failure to comply with any applicable law or regulation (including export control law and regulation), or Customer’s failure to comply with this GTCS.

11. CONFIDENTIAL INFORMATION

    1. All proprietary information of Seller or its business that may be disclosed to Customer in connection with the sale of Products and that is marked as "Proprietary", "Confidential" or with similar marking or denomination or that Customer knows or should reasonably know is confidential (collectively, the "Confidential Information") is and will remain the exclusive property of Seller. Seller’s proprietary rights will also apply to any translation of such Confidential Information into a language or languages or media that may be performed or caused to be performed by Customer.

    2. Customer shall limit access to Confidential Information solely to its employees having a need to know and shall not use Confidential Information for any other purposes than those for which the Confidential Information has been disclosed.

    3. Confidential Information is disclosed to Customer for the sole use of Customer and Customer shall not disclose it or any part thereof to any third party without prior written consent of Seller, save as permitted herein. When disclosure of Confidential Information is required pursuant to any mandatory government or legal requirement imposed upon Customer, Customer shall give Seller prompt notice of any such request for disclosure, in due time, so that Seller may seek an appropriate protective order.

    4. Customer 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.

12. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

    1. Definitions for the purpose of this Clause:

       “ABC Legislation” means any law, regulation, embargo or restrictive measure (in each case having a force of law) of, or imposed by, the United Nations, the United States of America, the Council of the European Union or any of its member States, the United Kingdom, any other country or any official institution or agency of any of the foregoing, in relation to anti-money laundering, anti-corruption, anti-bribery and counter terrorism financing.

       “Applicable Legislation” means any and all laws and regulations, as may change from time to time, including ABC Legislation, to which the relevant Party may be subject in connection with the performance of these GTCS.

       “KYC Procedures” means any and all applicable “know your customer” due diligence, anti-money laundering, anti-corruption, counter terrorism financing, anti-bribery or other similar checks, processes and procedures, whether resulting from any internal requirement of Seller or from the operation of any applicable law, including without limitation any Applicable Legislation.

    2. Each Party shall, at its own expense and cost, comply (and shall ensure compliance by its directors, officers, agents, employees and affiliates (and such affiliates’ directors, officers, agents and employees)) with any Applicable Legislation and with its obligations under this Agreement.

    3. Customer shall provide to Seller any information (including, without limitation, information relating to Customer’s corporate structure and ultimate beneficial ownership, and Customer’s sources of financing) that Seller may reasonably request from time to time in order to comply with the KYC Procedures.

    4. Each Party hereby represents and warrants to the other and further undertakes that neither it nor any of its affiliates and their respective directors, officers, agents or employees (or any person associated with such director, officer, agent or employee):

       (a) has, as at the date hereof, paid, given or received or agreed to pay, give or receive; and

       (b) will, until such time when all of such Party’s obligations hereunder have been discharged in full, pay, give or receive or agree to pay, give or receive,

       in each case whether directly or indirectly, any improper or illegal benefit (including, without limitation, in the form of any fee, commission, payment, salary, sponsorship, gift or other consideration) to and/or from any natural or legal person in connection with (i) placing an order under these GTCS or (ii) the performance by such Party of its obligations hereunder.

13. DATA PROTECTION

    1. Definition for the purpose of this Clause:

       “Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, by reference to an identifier such as a name, an identification number, location data, an on-line identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

    2. Each Party shall ensure that it complies with, and shall protect Personal Data in accordance with, all applicable national data protection laws and regulations. Personal Data provided or made available by one Party to the other Party in the course of the performance of this GTCS is provided or made available as independent data controller and without joint-controllership. For the access and use of Seller’s portals, web sites, applications and digital services, Seller is data controller and Seller’s privacy notice shall apply to Customer’s employees and representatives. The Parties mutually agree to insert any additional contractual measures that may be required by the applicable personal data protection laws and regulations to ensure such compliance during the term of this Agreement.

14. SANCTIONS AND EXPORT CONTROL

    1. Definitions for the purpose of this Clause:

       “Sanctions and Export Control Laws” means any sanctions laws, regulations, trade embargoes, license requirements, export regulations or similar restrictive measures imposed, administered or enforced by a Sanctions Authority.

       “Sanctions Authority” means the Government of the United States of America (including, without limitation, the Department of State, the Department of Commerce and the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury), the United Nations Security Council, the European Union, the United Kingdom or the government of any country with jurisdiction over Seller and Customer.

       “Sanctioned Person” means (i) any natural or legal person in any list of sanctioned persons of any Sanctions Authority (including List of Specially Designated Nationals (SDN) and Sectorial or Sanctions Identifications (SSI) List); or (ii) any natural or legal person directly or indirectly owned or controlled by one or several person(s) designated under (i) here above.

    2. Each Party (a) represents to the other on (i) the date hereof, (ii) each date a payment is made hereunder, (iii) each delivery date, and (iv) each date Product, including but not limited to commodities, technology and software is provided hereunder that it, and any natural or legal person that has control over it, is not a Sanctioned Person; and (b) undertakes at all times to conduct its business in compliance with any applicable Sanctions and Export Control Laws.

    3. Customer shall, to the extent permitted by law and promptly upon becoming aware of the same, supply to Seller details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions and Export Control Laws by any Sanctions Authority.

    4. Customer shall upon request provide any information related to the compliance of applicable export control law, such as end-use certificate and proof of delivery, e.g. a delivery verification certificate.

    5. No Party (the “Affected Party”) shall be obliged to perform any obligation under this GTCS or any order if such performance would be in breach of any applicable Sanctions and Export Control Laws (the “Relevant Obligation”). The Affected Party shall promptly notify in writing the other Party (the “Other Party”) of its inability to perform the Relevant Obligation (the “Suspension Notice”). The Affected Party shall be entitled to, irrespective of whether or not the Suspension Notice has been issued, suspend the performance of the Relevant Obligation until such time as the Affected Party can lawfully perform the Relevant Obligation.

    6. Customer undertakes to use the Products solely for the purposes of commercial aviation and that, unless authorized by all necessary Sanctions and Export Control Laws, it will not directly or indirectly sell, import, export, re-export, lease, or sublease any Product (a) to (i) any country which is the subject of commercial, economic or financial restrictions according to any applicable Sanctions and Export Control Laws and/or (ii) any Sanctioned Person; and/or (b) in any way that would cause Seller to be in violation of any applicable Sanctions and Export Control Laws. Customer shall not sell, export or re-export, directly or indirectly, to Russia and/or Belarus or for use in Russia and/or Belarus any Products that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014 or Article 8g of Council Regulation (EU) No 2024/1865 and Customer undertakes to ensure that the purpose of the aforementioned EU regulation is not frustrated by any third parties down the commercial chain, including by possible resellers. Customer shall immediately inform Seller about any problems in applying this Clause (including any relevant activities by third parties that could frustrate the purpose of this Clause) and possible non-compliance with the above provisions. Furthermore, Customer shall, by no later than two (2) weeks following Seller’s request, make available to Seller information concerning compliance with the obligations under this Clause.

    7. If Customer sells, leases, subleases, disposes of, transfers control of any part thereof, or novates or assigns any of its rights and/or obligations under an order or this GTCS, to any third party, then Customer shall cause, and shall ensure that, such third party agrees to be bound by sanctions and export control provisions on substantially the same terms as set forth in this Clause 14.

    8. Customer shall upon request provide any information related to compliance with applicable Sanctions and Export Control Laws, such as end-use certificate and proof of delivery (e.g. a delivery verification certificate), reasonably requested by Seller.

15. FORCE MAJEURE:

    Seller shall not be responsible for any delays or interruption in the performance or non-performance or incorrect performance of any order and more generally of any of its obligations hereunder due to any event which is beyond Seller's control, including but not limited to: acts of God or the public enemy, natural disasters, fires, floods, explosions or earthquakes, serious accidents, total or constructive total loss; any law, decision, regulation, directive or other act of any government or of any international authorities and/or organizations or of any department, commission, board, bureau, agency, court; any regulation or order affecting the supply of Products; war, riots, cyber-attacks, failure of transportation, strikes or labour troubles causing cessation, slowdown or interruption of work, delay after due and timely diligence to procure materials, accessories, software, equipment, parts and documentation. Seller shall be entitled to cancel an order by notice in writing to Customer if material performance of an order is delayed more than three (3) months by reason of any of the events set forth in this Clause 15.

16. NOTICES

    Any notice or communication required to be given under this GTCS shall be in writing in English and may be served either by personal delivery or by prepaid registered or certified letter, internationally recognized courier (e.g. DHL or UPS), or email to the registered or principal office of the Party in question. Any such notice sent by letter shall be deemed to have been served five (5) business days after posting or in the case of personal delivery or email, on the date of delivery or transmission as the case may be (in the absence of clear evidence to the contrary). If Customer changes company name, form of incorporation, address, contact details and/or bank details, it shall inform Seller of the same without undue delay.

17. ASSIGNMENT

    Customer shall not assign any of its rights and/or obligations under these GTCS or any order (including the right to receive delivery) without the prior written consent of Seller. Any assignment made without such consent shall be of no effect whatsoever.

18. SEVERABILITY; ENTIRE AGREEMENT

    1. Any provision of this GTCS that is prohibited by or unlawful or unenforceable under any applicable mandatory law actually applied by any court of competent jurisdiction shall, to the extent required by such law, be severed from this GTCS and rendered ineffective so far as is possible without modifying the remaining provisions. The Parties agree to replace, so far as practicable, any provision which is prohibited, unlawful or unenforceable with another provision having substantially the same effect (in its legal and commercial content) as the invalid provision, but which is not prohibited, unlawful or unenforceable. The invalidity in whole or in part of any provisions of this GTCS shall not void or affect the validity of any other provision.

    2. This GTCS contains the entire agreement between the Parties and no side letter, attachment, amendment or variation shall be of any effect unless in writing and duly signed by both Parties.

19. NO WAIVER

    The failure of either Party to enforce at any time any of the terms of this GTCS 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 the relevant terms. Any waiver of rights shall only come into effect if made in writing and signed by duly authorized representatives of the Parties.

20. GOVERNING LAW; ARBITRATION

    1. Each order and this GTCS shall be governed by and construed in accordance with the laws of the state of New York, without application of any conflict of laws provisions other than Section 5-1401 of the New York General Obligations Law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any order or this GTCS.

    2. All disputes arising out of or in connection with any order or this GTCS, including any question regarding its existence, validity or termination, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”) by three (3) arbitrators. Each Party shall nominate one (1) arbitrator and the two (2) arbitrators shall nominate the president in consultation with the Parties. The language of arbitration shall be English. The Expedited Procedure Provisions of the ICC Rules shall not apply. The seat of arbitration shall be New York.

    3. Either Party retains the right, consistent with this GTCS, to apply to any court of competent jurisdiction for provisional, injunctive and/or conservatory relief, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.

    4. The existence and content of the arbitral proceedings and any ruling or award shall be kept confidential except: (a) to the extent that disclosure may be required of a Party to fulfil a legal duty, protect or pursue a legal right, or enforce or challenge an award in legal proceedings before a state court or other judicial authority; or (b) with the written consent of all Parties.