TEAM AEROSPACE, INC.

Standard Terms and Conditions for Maintenance, Repair and Overhaul Services

1. Terms and Conditions.
These Standard Terms and Conditions of Sale for Maintenance, Repair and Overhaul Services (“Terms and Conditions”) are binding upon the Parties and form the sole and exclusive terms and conditions applicable to Team Aerospace, Inc.’s provision of Services on Customer’s components or parts thereof (the “Equipment”), and comprise the entire agreement between the Customer and Team Aerospace, Inc. for the Services (the “Agreement”). These Terms and Conditions are applicable to all purchase orders or repair orders placed by the Customer for Services.

2. Quotation and Estimate Procedure.
Team Aerospace, Inc. may provide an initial quotation which outlines the pricing, rates, and commercial terms applicable to the requested Services (a “Quotation”). Following receipt of the Equipment, Team Aerospace, Inc. will provide an official quotation with respect to the workscope for the Services requested (the “Quote”). If, in the course of performing the Services, Team Aerospace, Inc. needs to modify the workscope, a revised Quote will be provided to the Customer as soon as reasonably possible. Customer must approve each Quote within thirty (30) calendar days after receipt of the Quote or advise Team Aerospace, Inc. why the Customer cannot approve the Quote. If the Customer does not approve a Quote, Team Aerospace, Inc. (a) has no obligation to proceed further; (b) shall be entitled to immediately invoice the Customer, and the Customer shall pay for the cost of the inspection and any Services performed; (c‌) subject to the Customer having no overdue invoices, the corresponding Equipment will be returned to the Customer at the Customer’s expense; and (d) if Team Aerospace, Inc. received a deposit without Quote approval, the deposit shall be applied to the Services already performed.

3. Services.
Team Aerospace, Inc. shall perform the maintenance, repair, and overhaul services described in the Quote (the “Services”). Team Aerospace, Inc. may subcontract any Service to any subcontractor certified and rated by the FAA, EASA, CAA, or other equivalent aviation authority. Team Aerospace, Inc. may use new, reworked, or serviceable parts in performing the Services. Team Aerospace, Inc. has no obligation to perform Services and may reject any purchase order or repair order for Services that Team Aerospace, Inc. is not authorized to perform under its applicable OEM authorization(s) or by the applicable aviation authority.

4. Payment.
Unless otherwise stated in the Agreement, the Customer shall pay all of Team Aerospace, Inc.’s invoices net thirty (30) calendar days after the invoice date for customers with a credit line. All sums past due shall bear interest at the rate specified in this Agreement or, if no rate is specified, the maximum rate permitted by law. The Customer shall notify Team Aerospace, Inc. of any pricing or payment discrepancy or dispute within ten (10) days of the date of the relevant invoice. If the Customer has a good faith dispute with respect to any payment or invoice, in whole or in part, the Customer shall pay, notwithstanding that dispute, all undisputed amounts and invoices in accordance with the above payment terms. If payments due under this Agreement are not received in accordance with the payment terms, Team Aerospace, Inc. may, at its discretion and without prejudice to any other rights or remedies it may have: (i) discontinue all Services provided under this Agreement, including the suspension or discontinuance of any warranty obligations; (ii) charge a storage fee until all outstanding payments (including applicable interest) are received by Team Aerospace, Inc.; (iii) consider the Customer in material default of the Agreement; (iv) retain all money paid with respect to this Agreement as liquidated damages, in addition to any other rights or remedies Team Aerospace, Inc. may have under this Agreement or at law; and/or (v) require the Customer to pay all reasonable attorneys’ fees, expenses, and costs incurred by Team Aerospace, Inc. in recovering, or attempting to recover, any sum owed by the Customer. In addition to any right of lien to which Team Aerospace, Inc. may be entitled at law or in equity, the Customer hereby grants Team Aerospace, Inc. a general and particular lien on all personal property of the Customer on which Team Aerospace, Inc. has performed Services and which is in Team Aerospace, Inc.’s possession, for all sums owed or owing to Team Aerospace, Inc. by the Customer. If the Customer has not paid all such sums within ninety (90) calendar days after the date on which the sum was due, Team Aerospace, Inc. may, in addition to any other rights it may have at law, in equity, or under this Agreement, sell the Customer’s property in its possession and apply the proceeds to satisfy the sums due. Any excess proceeds shall be credited to the Customer’s account for future Services. If Team Aerospace, Inc. cannot place, enforce, or otherwise realize a lien on the Customer’s property, Team Aerospace, Inc. may retain possession of such property until all amounts due are paid in full. The Customer shall indemnify Team Aerospace, Inc. against all losses, claims, suits, costs, and expenses arising from enforcement of rights under this Section.

5. Prices.
Unless otherwise stated on the Quote, Team Aerospace, Inc.’s prices do not include shipping, insurance, taxes, or other similar charges. All applicable taxes, duties, imposts, tariffs, or similar levies shall be added to the prices and paid by the Customer, except where the Customer provides Team Aerospace, Inc. with an appropriate certificate of exemption. The Customer shall indemnify and hold Team Aerospace, Inc. harmless from any such taxes, penalties, interest, and reasonable attorneys’ fees.

6. Shipping.
The Customer is responsible for shipping the Equipment to Team Aerospace, Inc. DDP (Team Aerospace, Inc. Facility), Incoterms® 2020. Team Aerospace, Inc. will return the Equipment to the Customer EXW (Team Aerospace, Inc. Facility), Incoterms® 2020. The Customer is responsible for insuring the Equipment while in transit to and from the Team Aerospace, Inc. Facility and shall bear the risk of loss or damage during transit. The Customer shall ensure that OEM-approved containers are used. The Customer is liable for damage resulting from improper packing or mishandling.

7. Exchanges.
If there is a permanent exchange of any Equipment, each Party warrants that its title is free of encumbrances. Advance exchange cores must be returned within fifteen (15) calendar days (thirty (30) calendar days if overseas). Failure to return cores may result in core charges and additional costs. Non-repairable or non-conforming cores may be returned at the Customer’s expense upon written request.

8. Restocking Fee.
If a product is returned for reasons other than defect or non-conformance, a restocking fee of twenty-five percent (25%) of the purchase price will apply.

9. Warranty.
Equipment overhauled by Team Aerospace, Inc. is warranted against defects in workmanship for one (1) year from the date shipped. Equipment repaired is warranted for six (6) months from the date shipped. No warranty is provided for new units or parts beyond pass-through OEM warranties. Warranty claims must be reported within three (3) business days of discovery. This warranty excludes, without limitation: (a) liability in contract or tort; (b) damage to airframes or other property; (c‌) costs of substitute, rented, or leased equipment, facilities, or services, or downtime costs; (d) collection costs or attorneys’ fees; or (e) third-party claims. In no event shall Team Aerospace, Inc. be liable for consequential, indirect, incidental, special, or punitive damages.

10. Customer’s Indemnity.
The Customer shall indemnify Team Aerospace, Inc. against third-party claims arising from the Customer’s negligence, use, operation, repair, maintenance, or disposition of the Equipment, except to the extent caused by Team Aerospace, Inc.’s negligence or willful misconduct.

11. Limitation of Liability.
Team Aerospace, Inc.’s total liability shall not exceed the invoice amount for the Services giving rise to the claim. No liability shall exist for depreciation or consequential damages.

12. Insurance and Risk of Loss.
The Customer shall maintain appropriate aircraft liability and spares insurance, naming Team Aerospace, Inc. as an additional insured.

13. Import - Export Compliance.
Each Party shall comply with all applicable export laws and sanctions. The Customer remains importer or exporter of record. Violations may result in termination of Services and retention of Equipment.

14. Ethics Compliance.
All payments relate solely to legitimate services rendered. No improper payments or inducements are permitted.

15. Assignment.
The Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Team Aerospace, Inc., which shall not be unreasonably withheld.

16. Intellectual Property.
This Agreement grants no intellectual property rights. The Customer waives claims arising from OEM technical data errors or omissions.

17. Force Majeure and Delay.
Team Aerospace, Inc. is not responsible for delays caused by events beyond its reasonable control and performance timelines shall be extended accordingly.

18. Governing Law and Dispute Resolution.
This Agreement is governed by the laws of the State of Tennessee. Disputes shall be resolved through negotiation and, if unresolved, arbitration under AAA Rules.

19. Severability and Conflicting Provisions.

If any provision is held unenforceable, the remainder shall remain in effect. These Terms and Conditions prevail over conflicting proposal or estimate terms unless expressly stated otherwise.