GENERAL TERMS AND CONDITIONS FOR THE SALE OF PRODUCTS OR SERVICES

NOTICE: The sale of any Products or Services is expressly conditioned on Buyer’s assent to these Terms and Conditions of Seller. Any acceptance of Seller’s offer is expressly limited to acceptance of these Terms and Conditions, and Seller expressly objects to any additional or different terms proposed by Buyer. No Buyer form shall modify these Terms and Conditions, nor shall any course of performance, course of dealing, or usage of trade operate as a modification or waiver of these Terms and Conditions. Any prior agreements, understandings, or writings between the parties are superseded by these Terms and Conditions. These Terms and Conditions shall control in the event of a conflict with any prior or contemporaneous written or verbal agreements, negotiations, or representations between the parties; and no conflicting terms shall be binding unless expressly agreed to in writing by Seller after Buyer’s assent to these Terms and Conditions. Any order to purchase Products or receive Services shall constitute Buyer’s assent to these Terms and Conditions. Unless otherwise specified in the quotation, Seller’s quotation shall expire thirty (30) days from its date and may be modified or withdrawn by Seller before receipt of Buyer’s conforming acceptance.

1. Definitions

• “Buyer” means the entity to which Seller is providing Products or Services under the Contract.
• “Contract” means either the contract agreement signed by both parties, or the purchase order signed by Buyer and accepted by Seller in writing, for the sale of Products or Services, together with these Terms and Conditions, Seller’s final quotation, the agreed scope(s) of work, and Seller’s order acknowledgment. In the event of any conflict, the Terms and Conditions shall take precedence over any other document(s) included in the Contract.
• “Contract Price” means the agreed price stated in the Contract for the sale of Products and Services, including adjustments (if any) in accordance with the Contract.
• “Products” means the equipment, parts, materials, supplies, and other goods Seller has agreed to supply to Buyer under the Contract.
• “Seller” means Unical Aviation Inc. and/or any subsidiary, affiliate, or entity under common control with (collectively referred to as “Seller”).
• “Services” means the services Seller has agreed to perform for Buyer under the Contract.
• “Terms and Conditions” means these “General Terms and Conditions for the Sale of Products or Services”, together with any modifications or additional provisions specifically stated in Seller’s final quotation or specifically agreed upon by Seller in writing.

2. Delivery and Shipping Terms

(a) Seller shall deliver Products to Buyer Ex Works Incoterms 2020 (“EXW”) Seller’s warehouse at Glendale, Arizona, USA, or such other facility as may be designated by Seller. Buyer shall pay all delivery costs and charges or pay Seller’s standard shipping charges plus handling. Seller may deliver Products in advance of the delivery schedule. Delivery times are

approximate and depend upon prompt receipt by Seller of all information necessary to proceed with the work without interruption. If Products delivered do not correspond in quantity, type, or price to those itemized in the shipping invoice or documentation, Buyer shall notify Seller within thirty (30) days after receipt.

(b) Title to the Products shall pass to Buyer upon delivery in accordance with Section 2(a). (c) Risk of loss shall pass to Buyer upon delivery pursuant to Section 2(a). (d) If any Products to be delivered under this Contract cannot be shipped to or received by Buyer when ready due to any cause attributable to Buyer, Seller may ship the Products to a storage facility, including storage at the place of manufacture or repair, or to an agreed freight forwarder. If Seller places Products into storage, the following apply: (i) Title and risk of loss immediately pass to Buyer, if they have not already passed, and delivery shall be deemed to have occurred; (ii) Any amounts otherwise payable to Seller upon delivery or shipment shall be due; (iii) A fee of two percent (2%) of the value of the Products will be charged to Buyer; and (iv) When conditions permit and upon payment of all amounts due, Seller shall make Products and repaired equipment available to Buyer for delivery.

(e) Any liability of Seller for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or adjusting the invoice respecting such Products to reflect the actual quantity delivered.

3. Cancellation of Purchase Order

Buyer may cancel its order only with the prior written consent of Seller, which Seller may withhold at its sole discretion. All cancellations will be subject to payment to Seller of reasonable and proper cancellation charges. Buyer may return Products only at its sole cost and only with the prior written authorization of Seller, subject to a minimum 25% restocking fee. No returns of special, custom, or made-to-order Products will be permitted. No returns will be permitted more than sixty (60) days after delivery.

4. Title and Risk of Loss

Title and risk of loss pass to Buyer pursuant to the terms of Article 2. As collateral security for the full payment of the purchase price of the Products, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Arizona Uniform Commercial Code. Seller shall have the right to file any and all documents and take any action it deems necessary to fully establish protection of its security interest in the Products; however, the failure of Seller to file any such document shall not in any way act as a waiver of Seller’s right to such security interest.

5. Contract Price

(a) Buyer shall purchase the Products and, if applicable, shall pay for the Services provided, from Seller at the Contract Price. Prices are subject to change without prior notice, and Seller shall thereafter notify Buyer of any price increases. In the event of a price increase, Buyer may cancel any undelivered portion of any order by written notice to Seller, provided such notice is received by Seller not more than ten (10) days after Buyer’s receipt of Seller’s notice of price increase. Upon cancellation, Buyer shall pay Seller: (1) For the Contract Price for all Products which have been completed or are in the process of completion, (2) For components or goods secured by Seller from outside sources for the performance of the Contract, and (3) For special tooling and equipment procured for the performance of the Contract. All prices shall be confidential and Buyer shall not disclose such prices to any unrelated party.

(b) All Contract Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind (“Taxes”) imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel, or real or personal property or other assets.

(c) If Buyer claims exemption from any applicable Taxes, Buyer must provide a valid and properly completed exemption certificate to the Company within sixty (60) days of placing the applicable purchase order. Exemption certificates must be provided upon new customer set up and as required by applicable law thereafter. Failure to provide a timely and valid exemption certificate may result in taxes being invoiced and collected where applicable.

(d) The Contract Price excludes shipping and handling charges, which are the obligation of Buyer and will be added to the invoice if prepaid by Seller.

6. Payment Terms

(a) Terms of payment are cash net thirty (30) days following the date of invoice and payable in US Dollars. (b) Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees and court costs. In addition to all other remedies available under these Terms and Conditions or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Products or Services if Buyer fails to pay any amounts when due hereunder and such failure continues for thirty (30) days following written notice thereof. (c) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy, or otherwise. (d) If Buyer disputes any invoice or portion thereof, it shall notify Seller in writing within ten (10) days of receipt of said invoice, detailing the reason for the dispute, and pay all undisputed amounts. All charges not timely disputed in writing shall be deemed to be undisputed and shall be due and payable as set forth above.

7. Disclaimer of Warranty

(a) Seller warrants that all products manufactured by Seller shall, at the time of sale, comply with applicable Seller specifications. All products not manufactured by Seller are sold only with the warranties provided by the manufacturer of products, if any. SELLER MAKES NO OTHER WARRANTY WITH RESPECT TO THE PRODUCTS, AND DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller personnel are not authorized to alter this disclaimer of warranty.

8. Limitation of Liability.

(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES—whether arising out of breach of contract, tort (including negligence), or otherwise—regardless of whether such damages were foreseeable and whether or not Seller has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy to achieve its essential purpose.

(b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS CONTRACT, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the total of the amounts paid to Seller for the Products sold hereunder or, as to Services, for the amounts paid to Seller for Services performed hereunder.

(c) This limitation of liability is a material basis for the parties’ bargain and reflects the bargained-for allocation of risks between Seller and Buyer, without which Seller would not have agreed to provide the Products or Services at the price charged.

9. Indemnification.

Subject to Article 8 hereof, each of Buyer and Seller (as an “Indemnifying Party”) shall indemnify the other party (as an “Indemnified Party”) from and against claims brought by a third party on account of personal injury or damage to the third party’s tangible property, to the extent caused by the negligence or misconduct of the Indemnifying Party. In the event the injury or damage is caused by joint or concurrent negligence of Buyer and Seller, the loss or expense shall be borne by each party in proportion to its degree of negligence. For purposes of Seller’s indemnity obligation, no part of the Product is considered third-party property.

10. Adequate Assurance.

Seller reserves the right, by written notice, to cancel any order or require full or partial payment or adequate assurance of performance from Buyer without liability to Seller in the event of: (i) Buyer’s insolvency, (ii) Buyer’s filing of a voluntary petition in bankruptcy, (iii) the appointment of a receiver or trustee for Buyer, or (iv) the execution by Buyer of an assignment for the benefit

of creditors. Seller reserves its right to suspend its performance until payment or adequate assurance of performance is received and also reserves its right to cancel Buyer’s credit at any time for any reason.

11. Intellectual Property Rights.

(a) Seller is unable to guarantee that no patent rights, copyrights, trademarks, (user) rights, trade models, or any other rights of third parties are infringed by goods received from suppliers and/or buyers via Seller or third parties via them, including but not limited to goods, models, and drawings for the manufacture and/or delivery of certain Products.

(b) In the absence of written agreement to the contrary, Seller holds the copyrights and all rights of (industrial) property to the offers it has made and the designs, images, drawings (test) models, software, templates, and other goods that it has issued.

12. Compliance with Laws.

(a) Seller shall take reasonable steps to ensure the Products are in conformity with applicable laws and regulations; however, Buyer acknowledges that Products may be used in various jurisdictions for various applications subject to disparate regulations and therefore that Seller cannot warrant compliance with all applicable laws and regulations. Seller disclaims any representation or warranty that the Products conform to federal, state, or local laws, regulations, ordinances, codes, or standards, except as expressly set forth by Seller in writing. Buyer shall comply with all applicable laws, regulations, and ordinances. Seller may terminate this Contract if any governmental authority imposes antidumping or countervailing duties or any other penalties on Products.

(b) The products, items, technology, or software covered by a quotation/order may be subject to various laws, including U.S. and foreign export controls. Seller is committed to complying with all relevant export laws. If these items are of United States origin and are being exported from the United States, the following statement applies: “These commodities, technology, or software were exported from the United States in accordance with the Export Administration Regulations. Diversion contrary to U.S. law is prohibited.” Buyer is responsible for applying for export licenses, if required, based on the end user or country of ultimate destination. Seller’s obligations are conditioned upon Buyer’s compliance with all U.S. and other applicable trade control laws and regulations. Buyer shall not trans-ship, re-export, divert, or direct Products other than in and to the ultimate country of destination declared by Buyer and specified as the country of ultimate destination on Seller’s invoice. Buyer agrees to indemnify and hold Seller harmless from any and all costs, liabilities, penalties, sanctions, and fines related to non-compliance with applicable export laws and regulations.

(c) Buyer represents and warrants that it is not subject to any trade sanctions imposed by the U.S., EU, and/or UN and that it is in compliance with and shall comply with all applicable laws and regulations relating to trade restrictions and/or export controls (including trade sanctions imposed by the U.S., EU, and/or UN) with respect to Products sold hereunder, and shall provide evidence of compliance with the foregoing as Seller may reasonably request from time to time.

By placing an Order and assenting to these Terms and Conditions, Buyer agrees to ensure the items purchased are used as declared and comply with export controls, preventing misuse or diversion to unauthorized entities. Buyer is the final recipient of the materials and doesn't intend to transfer them to another party without prior consent of Unical.

(d) Buyer represents and warrants that it is in compliance with and shall comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, and has not, directly or indirectly, offered, paid, promised, or authorized the giving of money or anything of value to any government official for the purpose of influencing any act or decision of such government official. Buyer is not on, nor is Buyer associated with any organization that is on, any list of entities maintained by the United States government that identifies parties to which the sale of goods or services is restricted or prohibited.

13. Nuclear and Hazardous Activities.

Unless specifically agreed to in writing by an authorized officer of Seller, Products shall not be used in connection with any nuclear facility or any other application or hazardous activity where the failure of a single component could cause substantial harm to persons or property. If used in such a manner, Buyer agrees to indemnify and hold Seller harmless from any and all causes of action, claims, costs, liabilities, and losses that arise from or relate to the use of Products in such facilities, applications, or activities.

14. Termination.

In addition to any remedies that may be provided under these Terms and Conditions, Seller may terminate this Contract with immediate effect upon written notice to Buyer if Buyer: (i) fails to pay any amount when due under this Contract and such failure continues for thirty (30) days after Buyer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms and Conditions, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

15. Amendment and Modification.

These Terms and Conditions may only be amended or modified in writing, which specifically states that it amends these Terms and Conditions and is signed by an authorized representative of each party.

16. Waiver.

No waiver by Seller of any of the provisions of this Contract is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Contract operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

17. Confidential Information.

All non-public, confidential, or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or in writing, electronically, or through any other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Contract, is confidential, solely for the purpose of performing this Contract, and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

18. Force Majeure.

Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Contract, for any failure or delay in fulfilling or performing any term of this Contract when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether or not war is declared), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes, or other labor disputes (whether or not related to either party’s workforce), or restraints or delays affecting carriers or the inability or delay in obtaining supplies of adequate or suitable materials, materials, telecommunication breakdowns, or power outages.

19. Assignment.

Buyer shall not assign any of its rights or delegate any of its obligations under this Contract without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Contract.

20. Relationship of the Parties.

The relationship between the parties is that of independent contractors. Nothing contained in this Contract shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

21. Governing Law.

All matters arising out of or relating to this Contract are governed by and construed in accordance with the laws of the State of Arizona, without giving effect to any choice or conflict

of law provision or rule (whether of the State of Arizona or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

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22. Submission to Jurisdiction.

Any legal suit, action, or proceeding arising out of or relating to this Contract shall be instituted in the state or federal courts located in Maricopa County, Phoenix, Arizona, USA. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding arising out of these Terms and Conditions.

23. Notices.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Contract or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), email (with delivery receipt), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Contract, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

24. Severability.

If any term or provision of this Contract is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Contract or invalidate or render unenforceable such term or provision in any other jurisdiction.

25. Survival.

Provisions of these Terms and Conditions which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms and Conditions, including, but not limited to, the following provisions: Insurance, Compliance with Laws, Confidential Information, Governing Law, Indemnification, Submission to Jurisdiction/Arbitration, and Survival.

26. Complete Agreement.

These General Terms and Conditions constitute the entire agreement between Buyer and Seller relating to the subject matter hereof and supersede all prior and contemporaneous discussions, understandings, and agreements related to the subject matter hereof.

27. Language.

The parties have expressly requested that this Contract and all related documents be drafted in the English language.

GENERAL TERMS AND CONDITIONS FOR THE PURCHASE OF PRODUCTS OR SERVICES

General Requirements

A.    All sellers shall have a quality system in place to meet the intent of one of the following quality standards, but not limited to, the ASA-100, ISO9001, and AS9120.

B.    Unical Aviation approved supplier status is valid for 3 years from the date of approval unless otherwise revoked and surrendered. Supplier initial approval and re-approval is dependent upon the receipt of the required documents, which includes correctly and satisfactorily completed desktop audit, which includes vendor Survey and quality accreditation certificates. 

C.    Prior to shipment, Seller shall notify Buyer if non-conformance condition exists with the product and obtain approval for nonconforming product disposition. Seller shall evaluate each nonconformance for its potential to exist in previously produced or delivered products. If a nonconformance exists, Seller shall notify Buyer, in writing, within 24 hours.

D.    Seller shall have a procedure in place to prevent and mitigate the use of counterfeit parts. Buyer shall be notified if Seller becomes aware or suspects that is has furnished counterfeit work.

E.    Seller shall maintain a (FOD) Foreign Object Debris/Damage prevention program to control any damage/contamination of foreign objects into any item delivered under this purchase order.

F.    Seller shall notify Buyer of changes in processes, products, or services of the Seller, changes of manufacturing location, and where required, obtain organization approval. 

G.    Seller shall flow down to the supply chain whether direct or sub-tier the applicable requirements of Buyer.

H.    Records of product origin, conformity, inspection records, testing reports and shipment shall be maintained for a minimum of 7 years, or as required by contract.

I.    Seller’s documented quality system shall provide for the review of this PO to ensure that quality requirements are incorporated into manufacturing planning, and inspection and test instructions, as applicable, to assure compliance with this PO. Unless otherwise authorized by Buyer in writing, upon request by Buyer, Seller shall provide all Seller records, reports, specifications, drawings, inspection and test results and other documentation.

J.    Seller shall provide and obtain for Buyer, Buyer’s customers, and appropriate regulatory agencies access to any and all facilities, including those facilities of Seller’s subcontractors, where work on product is being performed or is scheduled to be performed under this Purchase Order. Buyer shall have the right to perform in-process inspection, audits, and system surveillance at Seller and Seller’s subcontractors’ facilities as part of verification of conformance to the requirements of this PO at no cost to Buyer.

K.    Seller shall ensure that Seller’s personnel are competent and aware of their contribution to product or service conformity, their contribution to product safety and the importance of ethical behavior

L.    Buyer monitors Seller’s performance through Product Conformity and On Time Delivery. Seller shall maintain a 90% of higher to be maintained on Buyer’s approved vendor list. A SCAR may be issued when Seller falls below 89%.

M.    Quantity variances and/or partial shipments are not permitted unless prior written authorization is received from the buyer.

N.    All goods supplied shall be packaged to protect, marked, and shipped in accordance with industry best practice or utilizing standards such as MIL-STD-2073, ATA-300, ASTM D3951, or equivalent. All supplied goods will be returned to the Seller with Seller’s shipping account for inspection if parts are received damaged or does not pass Buyer receiving inspection.

O.    Seller warrants that the products delivered hereunder will conform to specification or other applicable description specified by Buyer and will be free from all defects, fit and sufficient for the purposes for which they were intended. This warranty shall run to the Buyer, Buyer’s customers, and end users of the articles covered by this purchase order. 

P.    Seller shall use Buyer’s approved method of shipment for the contract, which is stated on the Purchase Order from Buyer. Under no circumstances that Seller shall determine the method of shipment for the Buyer, unless approved by Buyer in writing. If the order is unable to be shipped under the approved method, Seller shall notify Buyer for Buyer to determine a different shipping method.

Q.    Where known, or where Seller is the design authority for the Technical Data, Goods, or Services that are subject to this agreement, Seller shall provide Buyer with the application Harmonized Tariff Schedule Number (HTS) code and/or Export Control Classification Number (ECCN).

R.    If this agreement requires either party to obtain government-approved export authorization to facilitate activities and obligations set forth under this agreement, the Parties shall mutually exercise reasonable efforts to support the preparation and management of the authorization in full compliance with applicable government regulations. The parties shall without delay respond to requests for supporting documentation, including clarifying questionnaires or any other requested information necessary to secure government authorization.

S.    As an international organization, Unical Aviation recognizes that inherent differences regarding laws, politics, economics and culture exists within each country we choose to conduct business with. We are committed to conduct our affairs in each country fairly and humanely. We expect this from all our suppliers as well.

T.    All Sellers to Unical are prohibited from engaging in corrupt practices such as bribery, extortion, espionage, fraud, and theft.

Non-Conformance

A.    Informal Notice: deterioration in quality performance is identified which has a limited effect on Unical internal processes. Information is provided to the seller to enable remedial action before issues deteriorates further. The seller is required to address the issues internally and provide feedback to the buyer Quality Assurance department. No formal document or defined method is required.

B.    Formal Notice: deterioration in quality performance is identified which has a significant effect on Unical internal processes. In most cases rejection for product quality will result in a formal correct action request. If Seller does not respond to Buyer’s SCAR within 30 days of receipt of the nonconforming item(s), the Seller shall have deemed to have accepted responsibility for the identified nonconformance. Payment under this PO may be withheld pending receipt and approval of the SCAR by buyer Quality Assurance Department.

C.    Documented evidence to support and substantiate the action taken and its effectiveness.

Revisions to Quality System Certificates

A.    Supplier shall ensure that copies of all renewed, revised, or updated quality system certificates are supplied to Unical Quality Assurance (quality@unical.com) within five (5) working days of the revision.