Terms and Conditions

A. “Accepted” has the meaning described in section X of these Terms and Conditions.

B. “Article” has the meaning found in 14 C.F.R. § 21.1(b)(2).

C. An “Authorized Release Document” means a document as described in 14 C.F.R. § 21.137(o) or 14 C.F.R. § 43.9(a) and includes corollary release documents issued under the legal authority of another national aviation authority that has entered into a bilateral aviation safety agreement with the United States.

D. The term “Authorized Repair Facility” means an appropriately-rated facility, from the Company list of authorized repair facilities, that is designated by the Company.

E. An Article is considered “Beyond Economic Repair” when the estimated cost to return the Article to overhauled condition, in Company’s sole opinion, would exceed 70% of current OEM list price for the same Article. For an Article for which there is no current OEM list price, the Article is considered “Beyond Economic Repair” when the estimated cost to return the Article to overhauled condition, in Company’s sole opinion, would exceed 70% of fair market value of an overhauled Article; in such an analysis, “fair market value” will be assessed at the reasonable discretion of Company.

F. “Company” means National Aviation Inc.

G. A “Company Exchange Transaction” means a transaction in which the Company provides an Exchange Article to the Customer and the Customer is expected to provide to Company payment plus a Serviceable Core.

H. A “Company Sales Transaction” is any sale or contemplated sale of Goods by Company to a Customer, and includes a Quote and/or a non-consummated offer of sale.

I. “Customer” means a person that has sought to do business with Company by (1) purchasing one or more Articles from Company, or (2) exchanging one or more Company Articles for appropriate Serviceable Cores, when Company has agreed to provide the named Goods to that person.

J. "Claim" has the meaning described in section XII of these Terms and Conditions.

K. “Cover Goods” are any articles offered (or provided) by Company to Customer that do not fully conform to the Customer’s Purchase Order, but that are believed to reflect acceptable replacement articles. Cover Goods shall include articles with alternative part numbers, articles subject to different revision levels, articles with different software levels than specified, and articles that vary in any way from the description in the Purchase Order.

L. "Goods" means parts, materials, tools, software, drawings, data, manuals or any items that are required to be delivered pursuant to, or in connection with, a Purchase Order.

M. “Inspection Period” has the meaning described in section VIII of these Terms and Conditions.

N. “Purchase Order” means the order issued by a Customer for the supply of Goods by Company to the Customer, which may be a written or electronic document. If accepted by Company through the use of a Sales Order, then an oral or unwritten request may also be a Purchase Order. Each Purchase Order is considered to be an offer, which may be rejected or accepted by the Company.

O. A “Repair Fee” is the Amount charged to Company by an Authorized Repair Facility to overhaul an Acceptable Core, plus all related fees and costs, like shipping, insurance, etc.

P. A “Sales Order” is any Company communication that accepts the offer made by a Customer Purchase Order.

Q. A “Transaction” may be a Company Sales Transaction or a Company Exchange Transaction, depending on the context.

R. An “Unserviceable Tag” is a document indicating that the Article to which it is attached or with which it is associated is not currently in a condition permitting it to be installed (usually by using the term “unserviceable”). The document may be in the form of a tag that is hung on the Article. An unserviceable Article may be in need of an inspection to verify airworthiness, it may be in need of repair, or it may be Beyond Economic Repair; but the Unserviceable Tag typically does not predict whether the Article is capable of being returned to a known airworthy condition.

A. EASA means the European Aviation Safety Agency

B. FAA means the United States Federal Aviation Administration

C. FOB is a delivery term which means "free on board" and has the same meaning and connotation as the term has in section 2-319 of the Uniform Commercial Code.

D. NDA means Non-Disclosure Agreement

E. RMA means Return Merchandise Authorization

These Terms and Conditions apply to all Company Sales Transactions and all Company Exchange Transaction. These Terms and Conditions are considered to be incorporated by reference into each Quote, Sales Transaction document and Exchange Transaction document issued by Company. Unless they are specifically incorporated by reference in a writing signed by Company, these Terms and Conditions do not apply to any transaction that is not a Company Sales Transaction or a Company Exchange Transaction. Any terms or conditions that are offered by the Customer and that are inconsistent with these Terms and Conditions are automatically rejected.

A. Company may provide to a Customer a Quote, which is a offer. If a Customer accepts the offer with a Purchase Order, then Company shall form a contract on the same terms as the Quote, subject to the following conditions:

1. Quote expires thirty (30) days after the date of the Quote, and is then no longer a valid offer;

2. Quote is subject to availability of the Articles listed, and if an Article listed in the Quote is not available at the time of the Customer’s Purchase Order, then the order may be rejected, in whole or in part;

3. Customer is responsible for confirming price, part number, quantity, revision number, modification number, serial number, and stock before submitting a Purchase Order;

4. Company may correct pricing errors of a clerical, arithmetical, or typographical nature and these shall not be considered price changes.

B. If Customer submits a Purchase Order without a prior Company Quote, then by submitting the Purchase Order to Company, Customer is accepting that these Terms and Conditions apply to the Purchase Order and supersede any conflicting terms and conditions. Any terms and/or conditions from the Customer Purchase Order that conflict with these Terms and Conditions are explicitly rejected.

C. Company shall not accept any Purchase Order that falls below Company’s minimum order threshold unless Company agrees to accept it in writing. The Company minimum order threshold is $100.00 (USD), but this minimum order threshold may be altered with or without notice at Company’s sole discretion.

A. Unless otherwise specified in the Purchase Order and accepted in the Sales Order, all payments, costs and fees in the Sales Transaction shall be in US Dollars. Unless otherwise specified in the Exchange Agreement, all payments, costs and fees in the Exchange Transaction shall be in US Dollars. Unless otherwise agreed in a writing signed by both parties, all payments shall be made by Customer to Company by remitting to:

Bank of America N.A. SWIFT: BOFAUS3N

222 Broadway Wire Routing/ABA: 026009593

New York, NY 10038 ACH Routing/ABA: 125000024

Account: 138119647572

B. Customer’s failure to pay, or failure to pay on time, shall be considered a material breach for which Customer does not enjoy a right to cure, and if Company (in its sole discretion) permits an option to cure such deficiency then that does not limit any other right enjoyed by Company.

C. Actual shipping costs associated with the Transaction shall be paid by the Customer to Company according to the credit terms agreed-upon between Company and Customer, as if the costs had been incurred as part of the original Transaction and shall be due when the first payment for the original Transaction is due and shall be paid with the original amount to be paid.

D. Service Charges owed, based on method of payment, shall be paid with the original amount to be paid. If an owed Service Charge is not paid, then it will be considered to be delinquent and shall begin accruing interest at the rate shown in subsection G of this section, as of the time of the payment with which it was associated.

1. Customer shall pay a Service Charge, in addition to the total amount paid, of 2% for any payment made by Credit Card. Company accepts Visa, American Express, and MasterCard but this is subject to change at Company discretion, with or without Notice.

2. Customer shall pay a Service Charge, in addition to the total amount paid, of $15.00 for each payment made by wire transfer.

E. Late payments will incur an interest charge at the rate shown in subsection G of this section, beginning on the date on which the payment was due and ending on the date on which payment was made.

F. Quoted prices are valid for thirty (30) days.

G. In order to be eligible for credit terms, Customer must apply for credit terms and Company must grant credit terms in writing. If Customer has been granted credit terms, then those credit terms will apply except where explicitly language in these Terms and Conditions provide other guidance. If the credit terms granted to Customer are silent on any of the following points, then these credit terms will serve as default standards that only apply when the credit terms are otherwise silent on these points:

1. All balances must be paid net thirty (30) days;

2. All past due amounts shall bear interest at the lesser rate of (i) one and one-half percent (1 1/2%) per month, compounded monthly, or (ii) the maximum amount permitted by law;

3. Interest on past due amounts shall begin to accumulate on the due date and shall continue to accumulate until the outstanding balances are paid in full;

4. Customer agrees to pay any and all costs and fees associated with and/or incidental to collection of past due amounts including collection service fees and/or attorney’s fees;

5. Customer shall not have a right to set-off amounts against any amount owed by Company to Customer;

6. Company reserves a purchase money security interest in each Article sold pursuant to the Transaction and proceeds thereof until payment in full is made for each Article provided in connection with the Transaction; and Customer agrees to execute any financing statement requested by Company for the purpose of perfecting a security interest in the Article(s).

The Terms and Condition in this section VI apply only to Exchange Transactions.

A. An Exchange Transaction is initiated by Company when Company issues an Exchange Agreement to the Customer. This is an offer to Customer. Any communications prior to this offer are not part of the Contract formed by the Exchange Agreement and are rejected, unless explicitly made a written part of the Exchange Agreement offer that is issued by Company.

B. The Exchange Agreement shall specify an Exchange Fee and a Core Charge. The Exchange Fee shall be due and payable upon the signing of this agreement, without regard to Company’s extension to Customer of credit terms.

C. The Company shall select either an “Flat Fee Exchange Option” or a “Cost Plus Exchange Option.” The Exchange Agreement shall indicate what payments need to be made under each option.

D. An Acceptable Core means an Article that meets the following conditions:

1. The Article has the same part number as the one described in the Exchange Agreement;

2. The Article is in repairable condition;

3. The Article is not Beyond Economic Repair;

4. The Article was produced and previously maintained in compliance with any applicable FAA regulations;

5. The Article is accompanied by complete documentation, including but not limited to:

a. aircraft registration, time on/off, cycles, etc.,

b. removal record that includes a squawk and is signed by a certified technician or corporate officer;

c. documentation that (at a minimum) identifies the Article, identifies the condition of the Article,

d. and certifies that the Article has not been installed on an accident-related or incident related aircraft or has been subsequently cleared through appropriate maintenance.

6. The Article has not been damaged by external events such as fire, crash, submersion in water, cannibalization, improper repair, or abnormal wear; and

7. The Authorized Repair Facility determines that the Article can be returned to an overhauled condition for a price that is not more than 90% of the Core Charge quoted to the Customer on the Exchange Agreement.

For the avoidance of doubt, if the estimated repair costs or actual repair costs exceed 90% of the Core Charge, or if the Authorized Repair Facility determines that the Article cannot be repaired, or if the Article cannot be returned to an overhauled condition by the Authorized Repair Facility for any other reason, then the Article is not an Acceptable Core.

E. In the event an Acceptable Core is not provided according to the terms of the Exchange Agreement, Customer shall owe to Company the Core Charge as listed on the Exchange Agreement.

1. If the Core Charge line is not properly completed on the Exchange Agreement, then the Core Charge shall be equal to the fair market value of the Part Sold by National Aviation Inc. (as that article is listed on the Exchange Agreement) minus the Exchange Fee that was already paid. The fair market value of the Part Sold by National Aviation Inc. shall be assessed based on resources to be chosen at the discretion of Company.

2. If Company or an Authorized Repair Facility finds that the Article that is returned to Company is not an Acceptable Core (the “Finding”) then at the time of the Finding, the Finding shall serve as a constructive notification from Customer to Company that Customer is not providing an Acceptable Core. Company shall promptly communicate the Finding to the Customer.

3. Notwithstanding any credit terms, Customer shall owe to Company the Core Charge on: (1) the Deadline, if Customer fails to provide an Acceptable Core by the Deadline stated in the Exchange Agreement (and if the Exchange Agreement fails to state a deadline then the Deadline shall be 30 days after the Exchange Agreement is signed) or (2) the date of the Customer notification, if Customer notifies Company that it shall not provide an Acceptable Core, or (3) the date that the Finding is communicated by Company to Customer, through an invoice or through any other means.

The Terms and Condition in this section VII apply only to Sales Transactions.

A. All Customer orders must be by Purchase Order. Except where offered in response to a Quote, each Customer Purchase Order shall be considered to be an offer subject to Company approval. Company approval is issued in the form of a Sales Order. No order shall impose an obligation on Company unless the Company has issued a Sales Order to Customer. A Purchase Order that has been approved by a Sales Order is considered to reflect a Sales Transaction.

B. Unless the Company minimum is waived in writing, each Customer order must be for a minimum of $500 worth of goods, with a line-item minimum of $50 (excluding expendables). Except where the Company minimum has been waived in writing, any order that does not meet these minimum conditions is rejected.

C. After a Customer Purchase Order has been approved through issue of a Sales Order, Customer may not cancel the Sales Transaction without the written consent of Company. If Customer cancels a Sales Transaction then Customer shall owe to Company a cancellation fee equal to 20% of the total value of the cancelled order.

D. Customer shall pay Company for Articles subject to a Sales Transaction according to the credit terms agreed-upon between Company and Customer. If Company and Customer do not have a written credit terms agreement, then payment for the Sales Transaction shall be paid in advance (by credit card or by wire transfer) prior to shipping, or (if so indicated on the Sales Order) payment may be made on delivery in which case Customer agrees to pay any additional fees associated with the carrier’s collection of payment on delivery. If the carrier collects payment on delivery, then the carrier’s terms and conditions of collection will also apply to the payment collection transaction.

A. Upon passage of the Risk of Loss as described in section IX, Company shall relinquish, and Buyer shall gain title to, the Article.

B. If title to the Article passes from Customer to a third party while the Article is in the possession of Company, then Customer shall immediately notify Company.

C. Until full payment is made for the Goods, Company retains a security interest in the Goods for the unpaid amount. Upon Company's request, Buyer shall complete and sign such additional documentation – including but not limited to financing statements - as may be requested by Company to document and/or perfect Company’s security interest in the Goods. Company may file a financing statement with an appropriate filing agency for the perfection of a lien at Company’s discretion.

D. While Company retains a security interest in the Goods, Customer shall not allow the Goods to be comingled, installed, sold or transferred to a third party, nor otherwise handled in any way that would defeat or alter the security interest until Customer has paid the secured debts owed to Company.

A. Risk of loss shall pass from Company to Customer, upon the earliest of these events: (1) the first tender of the Article to the carrier at the Company location, (2) the first tender of the Article to Customer’s representative if the Article is picked up from Company’s location by Customer’s representative, (3) the first tender of the Article to the carrier at some other location from which the Article is shipped, or (4) Ex Works Company, if none of the first three conditions apply. When risk of loss passes it shall pass at the location at which the Goods exist at the time that risk of loss passes to the Customer. If the passage of risk of loss is ambiguous or unclear, then risk of loss shall be deemed to have been passed to Customer at the earliest time that it could have passed.

B. Customer shall promptly reimburse Company for actual shipping costs associated with the Transaction.

C. Unless otherwise agreed in writing, Company may ship Goods using any commercially reasonable method.

D. Company shall ship to the address specified in the Purchase Order; if no address is specified, or if the address is ambiguous, the Company shall ship to Customer at any reasonable address associated with Customer:

E. Company shall ensure that each Article is packed and marked (including appropriate markings and labels for hazardous substances and/or materials) in accordance with industry standards and that such packages comply with applicable laws and carrier requirements. In the event special packaging or shipping mechanisms are necessary to meet legal requirements or Customer-requirements, then Customer shall be responsible for so-informing Company in the Purchase Order. If Customer notifies Company that the Article is flammable, toxic, volatile or otherwise hazardous, then Company shall package the Article in accordance with manufacturer’s instructions, local regulations and hazardous materials (dangerous goods) regulations, as applicable.

F. Company is not liable for any delay in performance due to causes beyond Company’s control including, but not limited to, embargoes, blockages, delays or refusals to grant export or import licenses or the suspension or revocation thereof, or any other acts or omissions of government, fires, floods, severe weather, or any other acts of God, quarantines, labor strikes, riots, insurrection, acts of criminals or terrorists, war, material, shortages or delays in delivery by third parties. In the event of such delay the delivery date shall be extended for a period of time that is reasonable (in Company’s judgment) to account for such delay. Company is not liable for lost profits, loss of business or other incidental, consequential, indirect or punitive damages arising out of any delay. Customer agrees that, for any liability arising out of delay, Company is not liable or responsible for any amount of damage above the aggregate dollar amount paid by Customer for the purchase of the Article under that Sales Agreement.

A. Customer has an obligation to inspect Goods upon receipt. Customer may reject any or all of the Goods that do not conform to the requirements of the Company Warranty found in section XVII of these terms within ten days of Delivery of the Goods [the “Inspection Period”]. During the Inspection Period, unless Customer has already stated that it would accept Cover Goods, Customer may reject Cover Goods if they are not acceptable substitutes for the ordered Articles. If Customer accepted the document associated with the Goods before the Goods were shipped, and if the delivered documentation remains substantially unchanged from the accepted documentation, then Customer may not reject (nor revoke acceptance of) the Goods on the basis of the documentation.

B. Notwithstanding any other provision, Notice of Rejection shall be delivered to Company using the methods shown in section XIX.

C. If an Article is rejected, the Customer shall contact Company before the end of the Inspection Period to request a Returned Merchandise Authorization (RMA) from Company.

D. Except for an Exchange Core, an article may not be returned to Company without Company's written permission, which is only issued through an RMA.

E. If an Article is returned, then the Article shall be returned at the Customer’s expense, and Customer shall promptly reimburse Company for any such expenses paid by Company.

F. An Article is considered accepted by Customer if it is (i) affirmatively accepted by Customer in writing or (ii) installed in an aircraft or in a higher-level assembly (or subject to an installation attempt), or (iii) used in a manner inconsistent with ownership by any other person than Customer, or (iv) not rejected within the Inspection Period [“Accepted”].

A. Customer may not assign any of its rights or delegate any of its obligations under the Purchase Order nor the Sales Transaction (including those arising under associated documents) without Company's prior written consent. Company may, at its option, void any attempted assignment or delegation undertaken without Company's prior written consent.

B. Customer may not subcontract any of its rights or obligations under the Purchase Order nor the Sales Transaction (including those arising under associated documents) without Company's prior written consent.

C. To the extent allowed by applicable law, no person who is not a party to a Purchase Order or Sales Transaction shall be entitled to enforce or take the benefit of any of the terms of such a document (including those arising under associated documents) whether as a result of applicable legislation, custom or otherwise.

A. Each Sales Transaction forms a separate contract and remains in effect with respect to that transaction until either the Sales Transaction is terminated in accordance with this section or the Goods are delivered and accepted by Customer as anticipated by the Sales Transaction.

B. Before the Goods are delivered and accepted by Customer, Company may terminate any previously accepted Sales Transaction for those same Goods, for any of the following reasons:

1. If Company does not have current stock at the time of intended shipping;

2. If the Manufacturer has increased the price at which it makes the Goods available to Company;

3. If Company believes that the transaction may violate applicable laws (including an inability to obtain in a timely manner licenses necessary to permit the transaction to be accomplished as intended).

Such termination shall be effective upon written Notice to Customer. Company shall have no further obligation in connection with any terminated Sales Transaction.

C. Any obligations or duties which, by their nature, extend beyond the conclusion or termination of the Sales Transaction shall survive the conclusion or termination of the Sales Transaction.

A. If Company and Customer have entered into a NDA which covers disclosure of confidential information under the Sales Transaction, and if the term of the NDA expires before the expiration or completion of any Purchase Order associated with the Sales Transaction, then the term of the NDA shall be automatically extended to match the term of the Purchase Order, with respect to all matters related to the Sales Transaction.

B. The Company and Customer shall treat the terms, conditions, and existence of each Sales Transaction as Confidential Information belonging to Company.

C. Customer shall obtain Company's written consent prior to any publication, presentation, public announcement, or press release concerning its relationship with Company.

A. As used in this section, these capitalized terms have these meanings:

1. a "Claim" is any claim, demand, loss, damage, liability, cost, or expense (including professional fees and costs as incurred);

2. t he “Affiliated Entities” of a Business are (i) each entity that directly or indirectly, through one or more intermediaries, owns more than 50% of the outstanding voting securities of the Business [parent organizations], (ii) each entity that directly or indirectly through one or more intermediaries, is Controlled by the Business [child organizations], and (iii) each entity that directly or indirectly through one or more intermediaries, is Controlled by the same entity as the Business [sister organizations];

3. “Controlled” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract interest, or otherwise.

B. Customer shall defend, indemnify, and hold Company harmless from and against any and all Claims as incurred, arising out of or in connection with any (i) act or omission of Customer (including its Subcontractors) in the performance or fulfillment of the Sales Transaction; (ii) any infringement of a third party's Intellectual Property Rights or any other rights, (iii) any negligent or willful acts or omissions of Customer which results in personal injury (including death) or damage to tangible property, (iv) installation or use by a third party of the Articles procured under the Purchase Order, or (v) failure to perform as expected on the part of the Article(s) procured under the Purchase Order. For purposes of this paragraph only, the term “Company” also includes the employees, officers, directors, agents, of Company and of each of Company’s Affiliated Entities.

C. Company will provide the Customer with prompt written Notice of the Claim and permit Customer to control the defense, settlement, adjustment, or compromise of any Claim, subject to the terms of this section. Company may employ counsel at its own expense to assist it with respect to any Claim. Customer will have no authority to settle, adjust, or compromise any Claim on the Company's behalf, except where the settlement, adjustment, or compromise has been accepted, in writing, by Company.

D. Nothing in this section shall limit any other remedy of the Company and Customer.

A. NOTWITHSTANDING ANYTHING ELSE IN THE PURCHASE ORDER OR OTHERWISE, COMPANY SHALL NOT BE LIABLE TO CUSTOMER WITH RESPECT TO THE SUBJECT MATTER OF THE SALES TRANSACTION UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS IN THE AMOUNT CUSTOMER PAID TO COMPANY UNDER THE SALES TRANSACTION.

B. IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS ARISING OUT OF, OR IN CONNECTION WITH, THE SALES TRANSACTION, WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

C. THE LIMITATIONS OF THIS LIABILITY SECTION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR ANY LIMITED REMEDY PROVIDED HEREIN.

Company shall carry aviation liability insurance in sufficient amount, in Company’s sole discretion. No other insurance obligation shall be required of either party.

A. This warranty applies only to Articles identified by Company as “new,” or “overhauled,” or “serviceable” bearing an Authorized Release Document for maintenance or repair, or as “serviceable” bearing an Authorized Release Document for inspection. All other articles sold or provided by Company are provided in as-is-where-is condition and bear no warranty.

B. Company warrants that an Article subject to this warranty will meet the condition indicated in the accompanying documentation completed and provide by Company. This warranty shall be invalid (and Company may deny a warranty claim made) for an Article that has been subject to abuse, neglect, improper handling or use, damage or invasion of seals.

C. Except for article(s) subject to paragraph (E) of this section, Company will, at its sole option, repair, replace, or refund the purchase price of goods found to violate the warranty during the warranty period.

D. The warranty period begins upon the earlier of (1) when the Article is shipped by Company to the Customer, or (2) when the Article passes to the Customer’s constructive or actual possession, or (3) when the Article is proffered by Company for delivery to the intended destination. Except where otherwise stated by Company, the warranty period ends upon the earlier of:

1. Six (6) months from the date the Article is first shipped to Customer; or

2. Five hundred (500) hours of usage for articles whose time is tracked by hours; or

3. Five hundred cycles of usage for articles whose time is tracked by cycles.

E. Notwithstanding any other remedy, for life-limited parts, and for parts subject to consumption or degradation as a consequence of normal use, the exclusive remedy for a warranty claim will be the repair of the non-conforming unit.

F. COMPANY AND CUSTOMER ACKNOWLEDGE THAT THIS WARRANTY ENTIRELY REPLACES ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, AND THAT NO SUCH IMPLIED WARRANTIES NOR OTHER WARRANTIES APPLY TO THIS TRANSACTION.

G. In the event that an Article breaches this warranty, and the breach was not discerned during the Inspection Period, Customer may make a warranty claim by notifying Company in writing of the breach, with a description of the reason for return, nature of the breach, and of all facts relevant to the claim of breach (“Warranty Claim”).

H. If the Warranty Claim appears to be timely and facially valid, then Company will issue an RMA to Customer and Customer may return the Goods to Company at Customer’s expense. Company shall then assess the parts based on the written Warranty Claim.

1. If the assessment shows that the Warranty Claim is valid, then Company shall provide the remedy or remedies described in this section.

2. If the assessment shows that the Warranty Claim is not valid, then Company may, in its sole discretion, (1) retain the Article as security for payment if Customer owes to Company or will owe to Company any debt related to the article, (2) destroy the Article, if authorized by Customer, (3) return the Article to Customer at Customer’s expense, or (4) recertify the Article, return the Article to the Customer, and invoice the Customer for each cost incurred in the recertification of that Article.

A. Company shall provide - with each sold or exchanged Article - documentation that meets the standards found in the FAA Advisory Circular (AC) 00-56B documentation matrix.

B. If Company provides an Article that does not meet the documentation requirements of this section, then Customer must give Notice to Company of this failure and such Notice must reach Company within ten days of Delivery of the Articles. Upon such Notice, at Company’s discretion, Company may (1) cure the issue by providing acceptable documentation within ten days of receipt of such Notice, (2) terminate the transaction by demanding the return of the Article and issuing to Buyer a refund of any sums already paid for that transaction, or (3) reject the claim (e.g. if Company feels the documentation met the requirement). An effort to cure is not an admission that the earlier documentation was inadequate. This clause shall be Customer’s sole remedy for Customer’s documentation-related claims.

A. Where Notice is required, Notice shall be delivered in writing and may be delivered using hand delivery, email, postal mail, facsimile transmission, or overnight delivery service.

B. Notice to Company shall be delivered to the Company postal address, Company email address, or Company facsimile number shown in the letterhead of the Quote or Sales Order.

C. Notice to Customer may also be delivered to the same address as the Purchase Order, using the same mode of delivery as the Purchase Order. Where multiple copies of a Purchase Order have been sent (such as where an emailed copy and a postal-mailed copy are both transmitted), Notice to Customer may be sent using any one of the modes by which the Purchase Order was sent. Notice to Customer may also be delivered to the Customer’s physical office.

Failure by a Customer to meet a deadline specified in any Sales Transact

A. Customer guarantees that its actions and omissions are in full compliance with all relevant laws, regulations, and government policies, including but not limited to those related to airworthiness and export. Customer agrees to defend, hold harmless, and indemnify Company from any Claims that are caused by or attributed to non-compliance with this guarantee. Customer agrees to promptly reimburse Company for any fees, expenses, fines, penalties or other costs (including attorneys’ fees, reasonably foreseeable consequential and incidental damages, and the reasonable economic effect of any injunctive relief) that are caused by or attributed to non-compliance with this guarantee.

B. Customer understands that Articles purchased from Company may be subject to export controls under the laws of the United States, including but not limited to: (i) U.S. exports regulations governing the export, transfer, or re-export of U.S. manufactured products, and products containing U.S. components, software, or technology as set forth in the U.S. Export Administration Regulations (EAR), 15 C.F.R. §§ 772 et seq.; (ii) U.S. export regulations and laws restricting U.S. companies and their foreign affiliates and subsidiaries from doing business with certain embargoed countries and entities as set forth in the U.S. Foreign Asset Control Regulations (FACR), 31 C.F.R. §§500 et seq.; and (iii) the International Traffic in Arms Regulations, 22 C.F.R. §§ 120 et seq. Customer agrees, warrants and represents that it will not export or re-export any Article purchased from Company in violation of the export laws of the United States. Customer shall provide any and all import and export documents as requested by Company in order to comply with the requirements herein. Should Customer fail to provide such documents, Company shall be entitled cancel the order.

C. If the Customer is subject to any US Treasury Department restriction, designation or sanction, then credit terms Company can offer shall be limited according to this paragraph, and this limitation shall apply notwithstanding any other conflicting language, except that more restrictive terms shall take precedence over these terms. A Customer subject to this paragraph shall be required on to pay on a net-5 payment term, and that Customer grants to Company a purchase money security interest in the Articles that Customer has purchased from Company.

Jurisdiction.

All agreements made by Company are made in Washington and shall be interpreted under the laws of Washington, not including the state’s conflict-of-laws provisions. Both parties agree that any suit brought in relation to this agreement, or to enforce any clause of this agreement, shall be brought in a trial court in King County, Washington. Both parties agree to be subject to the personal jurisdiction and venue of that court.

Costs and Attorneys’ Fees.

In the event that Company needs to hire an agent or attorney or make use of an arbitrator, mediator, court system or other legal mechanism in order to secure a right owed to Company or otherwise enforce a right enjoyed by Company under any agreement subject to these terms and conditions, Customer shall be liable to Company for all costs and fees (including attorneys’ fees) associated directly or indirectly with this process.

Additional Company Liability Limits.

Notwithstanding any other provision of these Terms and Conditions or any agreement or document to the contrary, the following terms shall always apply to Sales Transactions:

A. Company will not be liable for any penalty fees nor delivery delay fees.

B. Company will not be liable for penalties nor damages when its performance is delayed or prevented by strike, fire, riot, war, rebellion, insurrection, acts of God, failure or delay in transportation by third parties, governmental regulations, or other causes beyond its control, including any occurrence that would be described as a force majeure. In the event of such a delay, performance shall be tolled until performance can reasonably be accomplished, unless performance becomes impossible or impracticable for Company in which case the portion of the Company Service Transaction that is impossible or impracticable shall be cancelled with no further liability.