General Terms and Conditions of Sale

1.1. "Appropriate regulatory agency" means then relevant official, organization or individual responsible for control of quality and design standards.

1.2. "Seller" means SPAREWAYS SAS, having its office at 5, Residence la Chapelle Saint Vincent, 35350 Saint Coulomb, France.

1.3. "Customer" means the person, firm or company purchasing the goods from SPAREWAYS.

1.4. "Goods" means any material(s), spare part(s), equipment(s), tool(s) or any part there of and/or services ordered by the customer and supplied by SPAREWAYS pursuant to the terms and conditions of sale.

1.5. "Contract" means the contract arising when any quotation made by SPAREWAYS is accepted by the customer, or when the customer's purchase order is acknowledged by SPAREWAYS under these terms and conditions of sale in relation for the supply of any goods.

1.6. "Supplier" means approved sources for the supply of goods and/or services of SPAREWAYS such as manufacturers, distributors, repair facilities, MRO's, Airliners, Brokers, Owners.

2.1. The present terms and conditions of sale shall govern the business relationship between SPAREWAYS meaning the "Seller" with it's headquarter located at 5 Residence la Chapelle Saint Vincent, 35350 Saint Coulomb – France and any buyer referred as the "Customer" of goods supplied by SPAREWAYS.

2.2. The terms and conditions of sale shall apply to any of, quotation, order acknowledgment or contract although in spite of the title of such agreement, sales order and/or agreement, purchase order and/or agreement, or services order and/or agreement, relating to the sale of product(s), material(s), spare part(s), equipment(s), tool(s) or service(s) referred as the "goods" supplied by SPAREWAYS.

2.3. No terms and conditions of sale other than those contained herein shall be binding upon SPAREWAYS unless accepted by it in writing. Any provision contained in any Customer document that would be contrary to the present terms and conditions of sale and/or that would be an obstacle for their application shall be considered as useless and ineffective towards SPAREWAYS.

2.4. Upon sending any purchase order, the Customer will be deemed to have assented to the terms and conditions of sale contained herein and/or in any quotation, order acknowledgment or contract issued by SPAREWAYS.

2.5. Quotation means the proposal document in which the terms and conditions of sale are referenced, which identify the Customer, details the goods with the prices and any other information relevant to the sale which the Customer wishes to purchase.

2.6. All quotations supplied by SPAREWAYS shall remain valid for a period of fifteen (15) days from the date of the quotation, unless some other period is specified therein by SPAREWAYS in writing to the Customer, subject however to prior sale, in which event the quotation will lapse and be void simultaneously with such terms and conditions of sale.

2.7. By signing and returning the quotation and/or otherwise confirming by a formal purchase order on the basis of the information provided in SPAREWAYS quotation, the Customer acknowledge that these terms and conditions of sale shall apply to the sale of the goods.

2.8. For the avoidance of doubt, no agreement shall be contractually binding on SPAREWAYS, unless and until an acknowledgment order or contract is issued by SPAREWAYS to the Customer.

2.9. Any special conditions such as "Exchange Agreement" or "Consignment Agreement" or other relating to an order for the supply of any of the goods under a contract and agreed between SPAREWAYS and the Customer shall be in writing and acknowledged by SPAREWAYS, and such special conditions shall be part of these terms and conditions of sale.

3.1. All goods are offered subject to prior sale and not having been sold or otherwise unavailable at the date of the order. SPAREWAYS reserves the right to make any changes to the specification of the goods which are required to conform with any applicable safety or other statutory requirements in force from time to time and to alter or substitute the goods provided that neither form, fitness nor function are adversely affected thereby.

3.2. Purchase order issued either from the Customer or from a Customer representative, shall only be binding on SPAREWAYS after its written acceptance and/or order acknowledgment and shall constitute the contract to deliver the goods in accordance with SPAREWAYS applicable prices and terms and conditions of sale.

3.3. Customer order is the firm and irrevocable commitment to accept the delivery of the goods, as well as to pay the price set forth in accordance with the terms and conditions of sale or the particular conditions mentioned in SPAREWAYS quotation.

3.4. The minimum amount for each order shall be three hundred Euros or three hundred United States Dollars (300 EUR or 300 USD) unless stated on the quotation.

3.5. For AOG service outstanding the office hours, an extra charge of three hundred Euros or three hundred United States Dollars (300 EUR or 300 USD) shall be applied by SPAREWAYS.

3.6. The Customer shall be responsible to SPAREWAYS for ensuring the accuracy of the terms and conditions of sale of any order (including any applicable specification).

3.7. Cancellations of orders are subject to written approval by SPAREWAYS and payment by the Customer to SPAREWAYS of a thirty percent (30%) re-stocking fee, and any other additional re-stocking fee as imposed by any other third party and of any other applicable charges related to freight, duties etc.

4.1. Unless otherwise agreed, all goods delivered to the Customer shall be packed for airfreight and made available to the Customer in accordance with SPAREWAYS standard packing procedures for such goods. If so agreed in writing, alternative forms of packing shall be provided, SPAREWAYS shall reserve the right to charge additional expenses associated for special packing requirements to the Customer. Packing material(s), container(s), module(s) or component transportation stand(s) are returnable at the Customer's cost.

4.2. Any price quoted by SPAREWAYS shall remain open for fifteen (15) days from the date of issue, unless in the quotation some other period is mentioned, or the quotation is withdrawn by SPAREWAYS prior to acceptance by the Customer, subject however to prior sale by SPAREWAYS or its source of supply of the goods in question, in which event the quotation given by SPAREWAYS will lapse and be void simultaneously with such sale.

4.3. All prices for goods are exclusives of taxes, save as specified in the quotation, do not include transportation, insurance, taxes, import or export charges or duties, levies, imposts, penalties, interest or other similar charges (including, without limitation, goods and services tax, harmonized sales tax, sales tax, value added tax, withhold taxes and any transfer tax), all of which shall be the responsibility of the Customer.

4.4. Notwithstanding anything to the contrary, SPAREWAYS may at its discretion revise the price to take into account any variation in the cost to labour, material(s), fuel, power and transport or any additional costs resulting from any increase in all or any of such costs or resulting from the modification of the goods necessitated by any change in any statutory obligations or any requirements of any appropriate authority or any requirements of the manufacturer, distributor or any other third party prior to delivery.

4.5. Where the price for the goods is varied in accordance with the clause 4.4, the price as varied shall be binding on both parties and shall not give either party any right of cancellation.

4.6. Unless otherwise identified in the quotation that credit terms are applied, the Customer shall pay in cash in advance to SPAREWAYS, all amounts due in cleared funds prior to the due delivery date.

4.7. When SPAREWAYS agrees to grant terms of thirty (30) days payment to the Customer, the due date shall be the thirtieth (30) calendar day from the date of the invoice unless otherwise stated in writing by SPAREWAYS.

4.8. SPAREWAYS shall allocate to the Customer's account a credit limit, which will reflect a maximum value of goods which the customer may buy or purchase and which credit the customer may utilize for the payment period mentioned in clause 4.7 above.

4.9. SPAREWAYS shall render to the customer invoices showing the sums due under the contracts. All payments due thereunder shall unless otherwise designated by SPAREWAYS made by wire to SPAREWAYS nominated bank account on or before the thirtieth (30) day from SPAREWAYS invoice date. Additional bank fees, for international wire reception of an amount of forty Euros (40 EUR) or forty-five United States Dollars (45 USD) will be charged by SPAREWAYS to any invoice.

4.10. The terms and conditions of sale are fixed in Euro or United State Dollars currency and are based on the rate of exchange at the time of quoting and unless otherwise stated, the price may at SPAREWAYS discretion be subject to revision if any different rate of exchange is applicable at the date of invoice.

4.11. SPAREWAYS shall be entitled to invoice the Customer for each order, or partial order on or at any time after delivery. The Customer shall pay invoices in full and in cleared funds within thirty (30) days of the invoice.

4.12. Without limiting any other right or remedy of SPAREWAYS, in case of late payment or overdue payment from the customer under these terms and conditions of sale, SPAREWAYS reserves the right, at its sole discretion and without prior notice: (A) To apply penalties for late payments with an interest rate equal to four percent (4%) for each week payment is overdue; (B) To suspend deliveries and to refuse to honor any new purchase order until complete payment; (C) To have any amount related to due by the Customer immediately paid.

4.13. The Customer shall pay all amounts due under these terms and conditions of sale in full without any deduction or withholding except as required by law.

5.1. All deliveries of goods pursuant to the terms and conditions of sale shall be designated in writing in the quotation and/or order acknowledgement by SPAREWAYS on "E.X.W. EX-WORKS" basis (Incoterm edition 2010). The transportation, insurance, and associated costs shall be borne to the Customer's charge and title to risk of loss shall pass from SPAREWAYS to the Customer at the pick-up location unless otherwise agreed in writing.

5.2. Unless otherwise specified by SPAREWAYS, the due date mentioned in the quotation and/or order acknowledgement is an estimated date only but maintained as much possible, made in good faith and SPAREWAYS shall not be liable for the consequences of any delay, whether direct or indirect.

5.3. SPAREWAYS shall deliver the goods to the delivery address nominated by the Customer and stated on the Customer's formal purchase order.

5.4. Unless expressly provided otherwise, delivery shall be executed by SPAREWAYS making the goods available for collection by the Customer or designated freight forwarding agent.

5.5. Each delivery shall be treated as taking place under a separate contract and default or delay by SPAREWAYS in any single delivery shall not entitle the customer to repudiate any previous or subsequent contract.

5.6. In the event that SPAREWAYS and the customer agree in written that SPAREWAYS shall arrange or undertake the carriage, transportation, insurance, taxes, import or export charges, such costs shall be invoiced to the customer's account.

5.7. Any claims by the customer against SPAREWAYS for incorrect shipment unless SPAREWAYS is notified by the customer within seven (7) days from the date of shipment.

5.8. If, upon receipt of the shipment by the Customer, the goods do not conform to the quotation or the acknowledgement order, the Customer shall within seven (7) calendar days after receipt thereof, notify by writing SPAREWAYS of such non-conformance.

6.1. The risk of loss or damage to the goods shall pass to the Customer upon the pick-up location or the delivery point and SPAREWAYS shall have no responsibility or liability for goods damaged or lost in transit.

6.2. Any recommendation by SPAREWAYS for the choice of a carrier implies no dispensation to the previous clause.

6.3. Notwithstanding that risk in the goods shall pass to the Customer, SPAREWAYS shall remain the legal owner of the goods until the full payment of the goods.

6.4. Until title to the goods shall pass to the Customer, the Customer shall keep the goods separately and readily identifiable as the ownership of SPAREWAYS.

6.5. Any resale by the Customer of the goods in which the title of ownership has not passed from SPAREWAYS to the Customer, shall be made by the Customer as agent for SPAREWAYS.

6.6. Goods shall be deemed sold or used, in the order delivered to the Customer.

6.7. At any time before title to the goods passes from SPAREWAYS to the Customer, SPAREWAYS may retake possession of all or any part of the goods.

6.8. SPAREWAYS may at any time appropriate sums received from the Customer as it thinks fit.

6.9. Each clause and sub-clause of these clauses is separate, severable and distinct.

7.1. SPAREWAYS shall warrants that the goods supplied shall be airworthy and accompanied by appropriate release certification on the date of sale.

7.2. SPAREWAYS shall ensure that all goods are obtained from approved sources and regulated by appropriate regulatory agency, such as EASA/FAA/TCCA/BCA.

7.3. All goods are purchased by SPAREWAYS from approved sources and are subject to batch traceability. Any good found defective shall be returned to the supplier for replacement provided SPAREWAYS is notified within seven (7) days of receipt by the customer.

7.4. No goods returns shall be accepted unless written details of the defect with pictures evidence of the goods and the package are received by SPAREWAYS from the Customer and a return material authorization (RMA) is issued by SPAREWAYS.

7.5. SPAREWAYS shall endeavour to transfer to the customer the benefit of any warranty or guarantee given to SPAREWAYS by its supplier for the related goods.

7.6. No SPAREWAYS employee, representative or agent shall be authorised to give any guarantee or warranty whatsoever except as given by the suppliers to SPAREWAYS.

7.7. All information, recommendations and descriptive about goods supplied by SPAREWAYS are based upon manufacturer specifications and are believed to be reliable but do not constitute to a warranty.

7.8. All goods supplied by SPAREWAYS are sold on the understanding that the Customer will independently determine their suitability for their purpose.

Except as may otherwise stipulated in the terms and conditions of sale, SPAREWAYS and its principals shall not be liable to the Customer whether for any loss of profits whether in contract or in tort (including but not limited to negligence) or for breach of statutory obligation and whether arising directly or indirectly out of or in consequence of any act, default or omission of SPAREWAYS or its principals.

9.1. The Customer hereby indemnifies SPAREWAYS and its affiliates and subsidiaries against all liabilities, claims, losses and damages of any nature, including, but not limited to, all expenses (including legal fees), costs, and judgments for property damage or injury to or death of any person.

9.2. The Customer shall carry and maintain such insurance in full force and effect and in types and amounts as would be carried by prudent companies engaged in the Customer's industry.

10.1. If the Customer becomes aware of any of the events listed in clause 10.2, SPAREWAYS may cancel or suspend all further deliveries without incurring any liability to the Customer and all outstanding sums in respect of the goods delivered to the Customer shall become immediately due.

10.2. If the Customer enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him, SPAREWAYS may terminate the contract immediately whether in whole or in part.

10.3. In addition to any right of lien to which SPAREWAYS may be entitled, SPAREWAYS shall in the event of the Customer's insolvency or bankruptcy be entitled to a general lien on all goods.

10.4. Notwithstanding any provision in these terms and conditions of sale, the Customer shall not have the right to set off any claims it might have against SPAREWAYS.

10.5. Upon the termination of the terms and conditions of sale or contract, SPAREWAYS shall be entitled to set off any claim it might have against the Customer.

10.6. Termination of the terms and conditions of sale or contract shall not affect the accrued rights of SPAREWAYS.

SPAREWAYS will not be liable in any way in respect of late delivery, howsoever caused or for any delay in performance due to clauses beyond SPAREWAYS's reasonable control including, without limitation, embargoes, blockages, fires, floods, severe weather, quarantines, labour strikes, war, earthquakes and natural disasters, acts of any state or governmental authority.

12.1. Unless specified by SPAREWAYS, the Customer shall be the importer or exporter of record and shall be responsible for timely obtaining any required governmental authorization.

12.2. The Customer shall be responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties thereon.

13.1. Any failure delay or indulgence on the part of SPAREWAYS in exercising any power or right conferred hereunder shall not operate as a waiver of such power or right.

13.2. No waiver of any terms and conditions of sale hereunder shall be valid unless in writing and signed by SPAREWAYS.

14.1. The terms and conditions of sale shall constitute the entire agreement between SPAREWAYS and the Customer in respect of any order for any of the goods and shall supersede and exclude all prior representations, proposals or agreements whether oral or in writing.

14.2. The Customer acknowledges that, in entering into these terms and conditions of sale, it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided herein.

SPAREWAYS may assign the terms and conditions of sale and the rights and obligations thereunder whether in whole or in part. The Customer shall not without the prior written consent of SPAREWAYS assign, mortgage, charge or dispose of any of its rights hereunder.

In the event of any clause or provision or part thereof of these terms and conditions of sale being rendered or declared ineffective or invalid by any legislation or rule of law, the remainder of any affected clause or provision shall remain in full force and effect.

The Customer shall not be entitled to cancel the terms and conditions of sale without the prior written consent of SPAREWAYS.

Both, the subject matter and the terms and conditions of sale shall be treated by the Customer as confidential and shall not without SPAREWAYS's written consent be divulged to any other person.

19.1. All notices and requests required or authorized hereunder shall be given in writing either by personal delivery or recorded mail and the date upon which any such notice or request is personally delivered shall be deemed to be the effective date of such notice or request.

19.2. The parties shall be addressed as per their normal business address for correspondence, or as may otherwise be notified by each party to the other.

Headings are for convenience only and shall not govern the interpretation of the terms and conditions of sale.

Both parties agree that all business activities will comply with the applicable laws, whilst ensuring that the undertaking of these activities is without recourse to anti-competitive activity, embargo, corruption, slavery or human trafficking and ensuring compliance to the French laws.

The Customer recognizes that it has read and accepted the general terms and conditions of sale of SPAREWAYS.

23.1. The terms and conditions of sale and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of France.

23.2. The parties irrevocably agree that the French courts (Saint Malo) shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms and conditions of sale.

23.3. The Customer hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction.

24.1. The Customer confirms that the information given is accurate and complete.

24.2. SPAREWAYS has the Customer's consent at all times to contact and request information from any persons, credit businesses.

24.3. The Customer agrees that information given in confidence to SPAREWAYS, by a third party on the Customer, will not be disclosed to the Customer.

24.4. The Customer hereby consents to and authorizes SPAREWAYS at all time to furnish personal and credit information concerning the Customer's dealings with SPAREWAYS to a credit bureau.

25.1. All of the intellectual property rights, as well as the knowledge included in transmitted documents, delivered goods or supplied services remain SPAREWAYS exclusive property.

25.2. Any transfer of intellectual property rights or knowledge must be subject to a specific contract.