GENERAL TERMS AND CONDITIONS



This document sets forth the general terms and conditions governing the sale of aircraft and engine assets, components, and parts (referred to as “Part” in the singular and “Parts” in the plural). It creates a binding legal agreement between Asia Global Aviation Maintenance Company LTD (hereinafter referred to as the “Seller“) and any individual or entity purchasing or receiving Parts from the Seller (hereinafter referred to as the “Customer“). This document is an integral part of the Seller’s invoice quotation for the sale of Parts (hereinafter referred to as the “Quotation“) and the Customer’s Purchase Order (hereinafter referred to as the “Agreement or General Sales Terms and Conditions” or the “Agreement”).
 
Any terms or conditions in the Customer’s Purchase Order, specifications, order confirmation, or other related documents shall not form part of this Agreement, nor shall they apply by virtue of the Customer’s reference. Any changes to these General Sales Terms and Conditions must be mutually agreed upon in writing. These Sales General Terms and Conditions apply to all sales of Parts made by Asia Global Aviation Maintenance Company LTD.

 
ORDERS

The Seller agrees to sell the specified Parts to the Customer, in accordance with the terms and conditions set forth in this document.
Upon the Customer’s acceptance of the terms outlined in the Quotation (or this Agreement), the Customer shall issue a Purchase Order for the Parts specified in the Quotation. Once the Purchase Order is received and accepted by the Seller, the Seller will proceed with the delivery of the Parts. This Agreement supersedes any previous agreements, discussions, representations, warranties, or negotiations between the parties.
The terms and conditions outlined in the Quotation (and this Agreement) take precedence over any general purchase terms or conditions proposed by the Customer, whether or not they are included in the Purchase Order. These terms shall prevail, excluding any conditions the Customer wishes to impose based on industry standards, practices, or past dealings.
The acceptance of the Customer’s Purchase Order does not imply acceptance of the Customer’s terms and conditions, nor does it modify or amend this Agreement. Any amendments, additions, or clarifications to the Quotation regarding the purchase of Parts must be agreed upon in writing by both the Seller and the Customer. Any additional terms or changes to the purchase of Parts must be documented in writing and incorporated into the Quotation.
Upon the Seller’s receipt of the Purchase Order from the Customer, the latter shall have no right to object to or request changes to the documentation provided by the Seller related to the Parts, including but not limited to the Quotation, invoices, delivery schedules, trace documentation or any other related documents, unless the objection is based on a material error made by the Seller. Once the Purchase Order is accepted by the Seller, the terms, documentation, and conditions are deemed fully accepted by the Customer, and no objections or revisions will be entertained.
 

 
SCOPE OF THE AGREEMENT

Upon the Customer’s order and payment for the goods, the Seller shall send, deliver, or exchange the ordered Parts. The Parties shall mutually agree on the specifications, pricing, and any conditions related to the delivery and exchange of the Parts, as outlined in the Addenda.
In addition to the sale of Parts, Asia Global Aviation Maintenance Company LTD also offers repair services for Parts provided by the Customer. The repair services may include, but are not limited to, inspection, maintenance, refurbishment, and testing of the Customer-provided Parts. The specific terms, pricing, and scope of these repair services shall be mutually agreed upon in writing and documented as an Addendum to the original Quotation or Purchase Order. Any repairs undertaken by the Seller will be subject to the same terms and conditions outlined in this Agreement unless otherwise specified in the Addenda for repair services.


PROCEDURE FOR EXECUTING THE PARTIES’ OBLIGATIONS

The Parties shall follow the procedure outlined below to fulfill the commitments made during the purchase and sale of the Parts:
The Customer shall submit an application to the Seller, providing the following details: the name of the Parts, their series number, aircraft type, measurements, and quantity.
Upon reviewing the Customer’s request, the Seller will send an offer to complete the order by fax or email. This offer will include the price, condition of the requested Part(s), and the terms and conditions of delivery.
Once the Customer agrees to the Seller’s terms, the Parties will exchange their respective Addenda via fax or email.
The date indicated on the supporting documentation of the created form will be the date on which the Parts are shipped.
The Seller will notify the Customer of the exact shipment date, the air waybill or international consignment note number, through telephone, fax, or electronic communication.
As part of the Parts procurement and exchange process, the Seller is responsible for ensuring that the following documents are prepared and signed for the shipment:
One (1) original packing list
EASA Form 1 /FAA Form 8130-3 certificate / CAAC / UK CAA F1 / TCCA F1 / CofC
Invoice

 
PAYMENT TERMS

The Customer shall pay the Purchase Price for the Part(s) listed in the Quotation immediately upon placing the order. Payment must be made via wire transfer in US dollars to the Seller’s designated bank account, free from any deductions, taxes, or offsets. Until the Purchase Price is paid in full, ownership of the Parts specified in the Quotation remains with the Seller. Prices are subject to credit approval and are valid for thirty (30) days. Unless otherwise specified in the Quotation or invoice, all invoices must be paid in full within thirty (30) days of issuance.
The Purchase Price does not include any applicable taxes, including sales, use, excise, stamp, transfer, import/export, value-added, or similar taxes (collectively, “Taxes“). The Customer is responsible for paying any such Taxes promptly. The Customer agrees to defend and indemnify the Seller against any Taxes related to the sale of the Parts, including penalties, fines, tax increases, and interest, on a full indemnity basis. If the Seller is required to pay any Taxes or duties on behalf of the Customer, the Customer shall reimburse the Seller immediately upon request.
Any overdue amounts shall accrue interest at a rate of 0.1% per day, or the highest rate allowed by law, from the due date until payment is made in full. In the event collection actions are required to recover payment, the Customer agrees to pay all collection costs, including legal fees. The Customer shall not offset any amounts owed to the Seller under this Agreement with any funds the Seller owes to the Customer.
Until full payment for the Parts is received, the Seller retains a purchase money security interest in the Parts sold under this Agreement, as provided under Article 9 of the Uniform Commercial Code (“UCC“). The Customer agrees to sign any UCC financing statement or other necessary documents to establish and perfect the Seller’s security interest in the Parts.
If the Customer fails to accept delivery of the Parts on the agreed-upon date, the Seller reserves the right to bill the Customer for the Purchase Price of the Parts, and payment shall be due as if the Parts had been delivered.




DELIVERY TERMS AND CONDITIONS

Unless otherwise agreed in writing by both Parties, the delivery terms shall be ExWorks from the Seller’s premises or another designated location. All Parts provided will be packaged in accordance with the Seller’s standard practices. If the Customer finds any Parts unsuitable upon receipt, they must notify the Seller within thirty (30) days, arrange for the return of the Parts at their own expense, and allow the Seller a reasonable period to replace the Parts.


DELIVERY DELAYS

The Seller shall not be held responsible for any delays in delivery resulting from events beyond its control, including but not limited to embargoes, trade restrictions, delays, or denials of export or import licenses, their suspension or revocation, or any other governmental actions or inactions. This exemption also applies to events such as fires, floods, extreme weather, force majeure occurrences, quarantines, labor disputes, civil unrest, pandemics, terrorist activities, armed conflicts, material shortages, or delays caused by third parties. The scheduled delivery date will be extended for a period deemed reasonably necessary to resolve such delays. The Seller will not be liable for any lost profits, business interruption, or any consequential, incidental, indirect, or punitive damages, including but not limited to lost revenue, opportunity costs, capital expenditures, downtime, or the cost of substitute equipment. The Customer agrees that the Seller’s liability for delays is limited to the total Purchase Price paid by the Customer for the Parts under this Agreement.


TITLE AND RISK OF LOSS

The Seller warrants that, on the delivery date, it holds full legal and beneficial title to the Parts delivered to the Customer. Once handed over to the Customer or its first carrier, the Customer assumes all responsibility for any loss, damage, or destruction of the Parts. However, the title to the Parts remains with the Seller until the full Purchase Price and any other outstanding amounts owed by the Customer have been paid in full. Until the title has transferred, the Customer shall act as the Seller’s agent for any subsequent resale of the Parts.
 
Without limiting any other rights, the Customer grants the Seller the right to: (a) Reclaim ownership of any or all Parts;
(b) Enter any location to repossess or recover the Parts, or permit others to do so; or
(c) Demand the Customer return the Parts to the Seller.
 
Any actions taken in accordance with this section will be at the Customer’s expense, and the Customer shall reimburse the Seller for such costs upon request.




WARRANTY
 
The Seller guarantees that any Part sold to the Customer, as well as any Part that is repaired by the Seller, will be free from manufacturing defects or defects resulting from the Seller’s repair services. This guarantee is subject to the limitations outlined below.
 
The Customer’s sole and exclusive remedy under this Agreement for any defect covered by the Seller’s Limited Warranty shall be, at the Seller’s discretion, either the repair or replacement of any malfunctioning Part that fails within the applicable warranty period. The Seller may, at its discretion, provide parts that are repaired, refurbished, rebuilt, overhauled, or remanufactured, based on criteria established by the Seller. This warranty also applies to Parts that have undergone repair services by the Seller.
 
If a Part (whether sold or repaired) fails to meet the conditions of the Limited Warranty, the Customer must notify the Seller in writing of the suspected failure or defect within thirty (30) days of discovering the issue during the warranty period. Upon the Seller’s request, the Customer must promptly return the defective Part(s) to the Seller, at the Customer’s expense, along with proof of purchase, for evaluation.
 
Once the Part is received, if it is determined not to be covered under the Limited Warranty, the Seller will notify the Customer and provide instructions for returning the Part. The Customer will be responsible for all reasonable costs incurred by the Seller in inspecting the non-conforming Part.
 
If the Part qualifies for warranty service, as determined by the Seller, the Seller will, at its discretion, either repair or replace the defective Part. This applies to both Parts sold and Parts repaired by the Seller.
 
Any replacement part provided under this Limited Warranty will carry only the remaining portion of the original warranty period for the defective Part.
 
The Seller will not be responsible for any costs associated with the removal, reinstallation, or shipping of the Parts.
 
Beginning on the date of the Customer’s purchase, the Seller’s obligations under these limited warranties shall last for the following periods:
a. three (3) months for Parts sold in inspected and/or tested condition;
b. six (6) months for Parts sold in repaired condition;
c. twelve (12) months for Parts sold in overhauled condition;
d. twenty-four (24) months for Parts sold as new;
e. for Parts that have undergone repair services by the Seller, unless otherwise specified in the respective Addenda, the following periods shall apply:
three (3) months for Parts in inspected and/or tested condition;
six (6) months for Parts in repaired condition;
twelve (12) months for Parts in overhauled condition;
Provided that exception from this established warranty policy requires prior Seller’s written consent.
Except as may be required to comply with these guarantees, unless otherwise agreed, Seller holds the right to make changes to Parts without being obligated to include them in any items that were produced, overhauled, or mended before the change was made.
These warranties are invalid if these Parts have been exposed to any of the following:
(1) improper or out-of-conformity maintenance, overhaul, installation, storage, operation, handling, or use;
(2) alterations, modifications, or repairs made by anyone other than the Seller or its authorized representative;
(3) neglect, incident, misuse, accident, or negligence after the Seller’s delivery. If an issue or malfunctioning relates to a Part that was not supplied by the Seller or given their approval, the warranty will not apply to that Part.
 
Seller’s responsibilities under these warranties are subject to the Customer’s responsibility to keep documentation that accurately reflects servicing conducted on the Customer’s equipment and identify the specifics of any equipment in an unsatisfactory condition. The Seller will be granted access to these documents upon request to support warranty claims.
 
THIS WARRANTY IS NOT INDICATING OF A WARRANTY CONCERNING THE CONDITION OR PROSPECTIVE PERFORMANCE OF THE PARTS WITHIN ITS SCOPE BUT REPRESENTS AN ASSURANCE FOR REPAIR OR REPLACEMENT. THE INVOLVED PARTIES HEREBY EXPLICITLY RECOGNIZE AND CONCUR THAT ALL OTHER WARRANTIES ARE EXPRESSLY REPLACED BY THE SELLER’S RESPONSIBILITIES AND LEGAL ACCOUNTABILITY AS OUTLINED HEREIN. BY SIGNING THE FOLLOWING, THE CUSTOMER RELEASES AND DISCHARGES THE SELLER (ALONG WITH ANY OF ITS REPRESENTATIVES) FROM ANY AND ALL ADDITIONAL WARRANTIES, AGREEMENTS, GUARANTEES, CONDITIONS, COMMITMENTS, DUTIES, REPRESENTATIONS, REMEDIES, OR LIABILITIES OF ANY KIND, WHETHER ARISING FROM CONTRACTUAL OR TORTIOUS CIRCUMSTANCES AND INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, STRICT NEGLIGENCE, OR ANY OTHER GROUNDS. THIS ENCOMPASSES, BUT IS NOT CONFINED TO, THE FOLLOWING:
(1) A WARRANTY AS TO AIRWORTHINESS, VALUE, QUALITY, CONDITION, OPERATION, MARKETABILITY, SUITABILITY FOR A SPECIFIC PURPOSE, OR THE ABSENCE OF LATENT, INHERENT, OR OTHER DEFECTS;
(2) A WARRANTY AS TO ANY IMPLIED WARRANTY ARISING FROM PERFORMANCE, COURSE OF CONDUCT, OR TRADE USAGE;
(3) THE REFUSAL TO INFRINGE ANY PATENT, COPYRIGHT, DESIGN, OR OTHER PROPRIETARY RIGHTS; AND
(4) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY RELATING TO ANY PART SOLD OR REPAIRED IN ACCORDANCE WITH THIS AGREEMENT FOR ANY LOSS OF USE, INJURY, BODILY HARM, INCOME, EARNINGS, OR ACCOUNTABILITY TO THIRD PARTIES, OR ANY OTHER DIRECT, INDIRECT, ACCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND. THEREBY ARE DISCLAIMED AND EXCLUDED ALL OTHER WARRANTIES, WHETHER EXPLICIT, IMPLICIT, OR STATUTORY.
 
THE CUSTOMER ALSO WAIVES, RELEASES, AND FORSAKES ANY AND ALL RESPONSIBILITIES AND LIABILITIES OF THE SELLER, AS WELL AS ANY RIGHTS, CLAIMS, AND REMEDIES OF THE CUSTOMER AGAINST THE SELLER, WHETHER STEMMING FROM LEGAL PROVISIONS OR OTHERWISE, REGARDING ANY FLAW OR DEFICIENCY IN THE PARTS OR ANY OTHER ENTITY SUPPLIED OR REPAIRED UNDER THE TERMS OF THIS AGREEMENT. THIS ENCOMPASSES BUT IS NOT LIMITED TO:
(A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR APPROPRIATENESS;
(B) ANY IMPLIED WARRANTY DERIVED FROM HISTORICAL PERFORMANCE, COURSE OF CONDUCT, OR CUSTOM IN THE INDUSTRY; AND
(C) ANY OBLIGATION, LIABILITY, ENTITLEMENT, CLAIM, OR REMEDY IN TORT, REGARDLESS OF WHETHER IT RESULTS FROM THE ACTUAL OR ALLEGED NEGLIGENCE OF THE SELLER.
 
Modification of this warranty shall be deemed effective vis-à-vis the Seller solely when manifested in written form and endorsed by an authorized executive or agent of the Seller.Modification of this warranty shall be deemed effective vis-à-vis the Seller solely when manifested in written form and endorsed by an authorized executive or agent of the Seller.


PURCHASE OF PARTS BY SELLER
In addition to selling Parts to the Customer, Seller reserves the right to purchase Parts from the Customer, subject to mutually agreed terms and conditions to be specified in the Purchase order. If the Seller expresses interest in purchasing Parts from the Customer, the Seller shall issue a written request outlining the specifications, quantities, and any additional terms related to the purchase. The Customer agrees to provide the Seller with all necessary documentation and information required for the purchase, including, but not limited to, proof of ownership, certification, and condition of the Parts. All such purchases shall be governed by the terms and conditions of this Agreement.

 
REPAIR FACILITY
Notwithstanding any other terms outlined in this Agreement, the Seller reserves the right to perform any necessary repairs to the Parts at a facility owned, hired, or operated by the Seller or its subsidiary. In the event that any Part requires repair under the warranty or due to other issues as specified in this Agreement, the Seller may, at its discretion, arrange for the repair of the Part(s) at said facility or any other authorized location.
The Customer agrees to cooperate fully with the Seller in facilitating the transportation of any defective Part(s) to the repair facility at the Customer’s expense, if applicable. All repairs performed at the Seller’s subsidiary facility will be covered by the Seller’s warranty terms and conditions as specified in this Agreement, unless otherwise agreed in writing by both Parties in the respective Purchase Order. The Seller will notify the Customer of the repair timeline and any associated costs, should these be required outside the scope of the Seller’s warranty.




LIMITATION OF LIABILITY

The Seller’s liability for any claim, including claims arising from negligence, for any loss (including death) or damage related to or resulting from this Agreement or the Quotation—whether caused by a breach of statutory duty or otherwise—shall be limited. This includes, but is not limited to, claims for loss of earnings (both direct and indirect), business interruption, loss of sales, cessation of use, loss of opportunities, defamation, or any other claims arising from a breach of contract or other causes. The Seller shall not be liable for any claims, whether direct, indirect, or arising from subsequent events, except where such a limitation is prohibited by law. In such cases, the Seller’s liability will be limited to the amount of money paid by the Customer for the specific Part in question under this Agreement.


INSURANCE OBLIGATIONS OF THE CUSTOMER

The Quotation does not include any insurance coverage for the Parts provided under this Agreement. The Customer is required to obtain and maintain, at their own cost, insurance policies covering aircraft hull (or spare parts) and aviation general liability, including contractual liability, in relation to the Parts. These insurance policies must remain in effect after delivery and must meet the same standards as those required of other organizations in the Customer’s industry. The policies must have priority over any indemnities outlined in this Agreement and include provisions that waive the insurer’s right to seek reimbursement from the Seller. Before or on the delivery date of any Parts under this Agreement, the Customer must provide the Seller with insurance certificates confirming the coverage meets the value and requirements specified in the Quotation.


INDEMNITY

The Customer agrees to indemnify and hold the Seller, its subsidiaries, affiliates, shareholders, officers, directors, members, managers, employees, agents, successors, and assigns (collectively, the “Seller Indemnitees“) harmless from any and all liabilities, losses, obligations, costs, expenses, judgments, claims, or damages (including reasonable attorney’s fees) (“Claims“) arising directly or indirectly from: (a) property damage or injury to, or death of, any individual, and any other immediate, consequential, incidental, financial, or legal damages related to or arising from the provision of services or sale of Parts by the Seller Indemnitees, and/or (b) the use, operation, repair, maintenance, or disposal of the Parts supplied under any Purchase Order, whether caused by intentional misconduct (including negligence), strict liability, or breach of contract; and/or (c) any breach by the Customer of its obligations, representations, warranties, or covenants under this Agreement. However, the Customer shall not be required to indemnify the Seller Indemnitees for claims or liabilities resulting from gross negligence or willful misconduct by any Seller Indemnitee. This indemnity shall remain in full effect even after the expiration or termination of this Agreement.

 
ENTIRE AGREEMENT

This Agreement, together with the Quotation, constitutes the complete and exclusive understanding between the Seller and the Customer, replacing all previous written and oral agreements or commitments. Unless explicitly stated otherwise in writing by an authorized representative of the Seller, any conflicting terms in the Customer’s purchase orders or other communications will not be considered part of this Agreement and are hereby excluded.


CONFIDENTIALITY

The Customer acknowledges that it is responsible for protecting any confidential information related to this Agreement, including but not limited to, all terms of this Agreement, the Quotation, illustrations, specifications, diagrams, formulas, and any other proprietary information (whether in written, oral, or other form) provided by the Seller during the course of this Agreement (collectively referred to as “Confidential Information”). Confidential Information does not include data that is publicly available, already in the Customer’s possession and not confidential, or information obtained from third parties with permission to disclose it.
The Customer agrees to keep the Confidential Information strictly confidential and shall not disclose or permit its disclosure, nor use the Confidential Information for any purpose other than as expressly authorized by this Agreement. The Customer may share the Confidential Information with necessary personnel, including officers, directors, legal advisors, financial professionals, accountants, members, joint venture partners, or employees who need access to the information to fulfill their responsibilities under this Agreement (“Receivers”). Before receiving any Confidential Information, the Receivers must agree in writing to maintain the confidentiality of the information in accordance with this Agreement’s terms and be fully informed of its confidential nature.
The Customer may disclose Confidential Information only when required to enforce this Agreement or in compliance with a valid legal order, court ruling, regulation, or other legal obligation, provided that the Seller is notified in advance. The Customer shall make reasonable efforts to limit the disclosure to the minimum amount required.


DISPUTE RESOLUTION CLAUSE

Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the Hong Kong International Arbitration Centre (HKIAC) Administered Arbitration Rules in force at the time of the commencement of the arbitration.
The arbitration shall be conducted in accordance with the laws of England and Wales, which shall govern the substance of the dispute.

(a) The seat, or legal place, of arbitration shall be Hong Kong.
(b) The arbitration proceedings shall be conducted in the English language.
(c) The number of arbitrators shall be three, unless the parties agree otherwise in writing.
(d) The parties shall jointly nominate the arbitrators. If the parties cannot agree on the appointment of the arbitrators, the HKIAC shall appoint them in accordance with its rules.

The parties acknowledge that the arbitral tribunal shall have the authority to grant interim or conservatory measures, including the power to order specific performance, injunctions, or other provisional remedies as it deems appropriate.

The award of the arbitral tribunal shall be final and binding upon the parties, and judgment upon the award may be entered in any court having jurisdiction, including the courts of England and Wales.

The parties agree that the arbitration and all related documents and proceedings shall be confidential, except to the extent necessary to enforce any arbitral award or as required by law.


ASSIGNMENT
 
The Seller may assign or transfer this Agreement (or any Quotation) to any third party without the prior written consent of the other party.
 
The Customer may assign or transfer this Agreement (or any Quotation) to any third party subject to prior written consent of the Seller.

 
SEVERABILITY
 
If any provision, term, or clause of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, such a decision will not impact the validity or enforceability of the remaining provisions of this Agreement.

 
SURVIVABILITY
 
The Customer’s obligations under this Agreement will not be extinguished by the expiration, completion, or termination of this Agreement. All terms and conditions will continue to apply even after the Agreement has ended.

 
UNENFORCEABILITY
 
If any provision of this Agreement is found to be illegal or unenforceable in any jurisdiction, it will be ineffective only in that jurisdiction to the extent of its illegality or unenforceability. This will not affect the validity or enforceability of the remaining provisions of the Agreement in that jurisdiction or in other jurisdictions.

 
EXPENSES
 
Unless otherwise stated in this Agreement or the Quotation, both the Seller and the Customer shall be responsible for their own costs and expenses, including legal fees and any technical or appraisal expenses incurred during the negotiation and completion of this Agreement.

 
WAIVERS
 
Any provision of this Agreement may be waived in a specific instance, but such a waiver will not apply to any future breaches. It will not prevent either party from subsequently insisting on performance of that provision in accordance with the terms of this Agreement.

 
SANCTIONS AND INTERNATIONAL EMBARGOES COMPLIANCE

The Customer hereby represents and warrants that, in connection with this Agreement, they shall comply fully with all applicable national and international laws, regulations, and sanctions programs, including but not limited to those enacted or enforced by the United Nations, the United States Department of the Treasury’s Office of Foreign Assets Control (OFAC), the European Union, and any other relevant government authorities (collectively, “Sanctions Laws“).
(a) No Transactions with Restricted Parties: The Customer shall not engage in any transaction that are subject to trade or economic sanctions, embargoes, or restrictions under applicable Sanctions Laws.
(b) Export Control Compliance: The Parties agree to ensure that any Parts, products, services, or technology provided under this Agreement do not violate any applicable export control laws or regulations. The Customer shall obtain all necessary licenses, permits, or approvals required under applicable laws to use, transfer, or share the Parts, particularly in jurisdictions subject to export control regulations.
(c) Notification of Violations: The Customer shall immediately notify the Seller if it becomes aware of any breach of the representations or warranties set forth in this Section, or if any violation of Sanctions Laws occurs that affects the performance of this Agreement.
(d) End user obligations: The Customer shall, if so requested by the Seller, provide any information related to the end user(s) of the Parts, including but not limited to:
Full name of the end user
Complete address of the end user
Contact information (phone number and/or email address)
(d) Termination Rights: In the event of any breach of this Section, the Seller may unilateraly terminate this Agreement immediately without any liability to the Seller. Any rights or remedies under this Section are in addition to those available under law or elsewhere in the Agreement.
 
GENERAL TERMS AND CONDITIONS FOR PRODUCT EXCHANGE
All proposals and shipments related to Parts Exchange between the Seller and the Customer are governed by these General Conditions for Product Exchange, which are considered an integral part of the Seller’s General Sales Terms and Conditions. In the event of a conflict between these General Conditions for Product Exchange and any other specific agreement between the Seller and the Customer regarding a particular exchange transaction, the more specific provisions of the mutual agreement shall take precedence. Should any inconsistency arise between the provisions of these General Conditions for Product Exchange and the General Sales Terms and Conditions , the more specific terms in these General Conditions for Product Exchange will prevail. Any capitalized terms not explicitly defined herein shall have the meanings attributed to them in the Seller’s General Sales Terms and Conditions.

 
THE PROCESS OF EXCHANGE

The Seller will facilitate the exchange of the Customer’s unserviceable part (the “Core Unit“) for a serviceable part (the “Exchange Unit“) in exchange for a predetermined exchange fee (the “Exchange Fee“), subject to the terms set forth herein (the “Exchange“).
To initiate the Exchange, the Customer must submit a written request to the Seller, providing all relevant details about the part, including the batch or lot number, manufacturer’s serial number, quantity, and the reason for removal.
The Seller will specify the details of the Exchange in the Quotation provided to the Customer. Once both parties agree on the Exchange terms, the Seller will ship the Exchange Unit to the Customer, accompanied by transportation documentation, an invoice, a packing list, and any required certifications (such as EASA Form 1 or FAA Form 8130-3).
Upon receipt of the Exchange Unit, the Customer must inspect the unit. Any claims regarding defects or discrepancies must be submitted in writing within seven (7) calendar days of receipt. If no claim is made within this period, the Exchange Unit will be considered acceptable, and treated as a regular Core Unit.
If the Exchange Unit is returned unused, the Exchange Fee remains payable. In such cases, the Customer must return all original documentation and provide written confirmation that the unit has not been installed or damaged. The Seller reserves the right to have unused parts tested and recertified at the Customer’s expense.
The Customer must provide an acceptable Core Unit that meets the Seller’s criteria within thirty (30) calendar days from the dispatch date of the Exchange Unit (the “Return Date“). The Core Unit must match the part number, dash number, and modification level of the Exchange Unit. Any deviations require written approval from the Seller prior to returning the Core Unit.
The Seller’s acceptance of the Core Unit is contingent on its compliance with all Exchange requirements as determined by the Seller.
Once the Core Unit is returned, the Seller will send it to a repair facility of its choosing for inspection. The Seller will provide the Customer with a quote for the estimated costs of repairs, handling fees, and other related expenses. The Customer must respond to the repair quote within three (3) calendar days, or the quote will be deemed accepted.
If, upon receiving the Core Unit, the Seller identifies significant physical damage (e.g., corrosion, fire damage, or missing parts), the Seller reserves the right to refuse the agreed exchange terms and offer a standard exchange or sale of the Exchange Unit.
For life-limited and hard-time parts, if the required documentation (e.g., BtB and Non-Incident Statement) is not provided or is incomplete, the Seller may refuse the agreed exchange terms and offer a standard exchange, or sale of the Exchange Unit.

 
PAYMENT TERMS

The Exchange Fee quoted by the Seller is valid for thirty (30) calendar days from the date of issuance. If the Customer does not accept the quote within this period, the Seller reserves the right to revise the quote. All prices are exclusive of taxes.
The Customer agrees to cover the Exchange Fee, transportation costs (including freight, customs duties, and charges for both the Exchange and Core Units), inspection, certification, modification, overhaul, testing, export-import license fees, packaging, insurance, storage, and any applicable taxes. The Seller will issue an additional invoice for these costs, with a ten 10% surcharge on all transportation, inspection, recertification, and related costs.
The Seller will separately invoice the Customer for any repair, overhaul, testing, or recertification costs for the Core Unit.
Payments must be made in accordance with the General Sales Terms and Conditions unless otherwise agreed in writing by both parties.

 
CORE UNIT RETURN AND LATE CHARGES

The Core Unit must be returned by the Return Date to the Seller’s specified address. The Customer is responsible for ensuring the Core Unit is returned on time. The Seller is not liable for any delays in transit or issues caused by customs clearance or missing documentation.
If the Core Unit is not returned by the Return Date, the Customer will incur additional charges equal to the Exchange Fee. If the Core Unit is not returned within sixty (60) calendar days from the dispatch of the Exchange Unit, the Exchange Unit will be considered sold to the Customer, and the full value of the Exchange Unit, plus the Exchange Fee and any additional charges, will be invoiced to the Customer.
The Seller may invoice additional Exchange Fees every thirty (30) calendar days until the Core Unit is received. The Customer is responsible for managing due dates and returns.
Late charges, including administrative fees and surcharges, are deemed fair and customary within the industry.

 
RETURN REQUIREMENTS AND DOCUMENTATION FOR CORE UNITS

The Core OCCM AR Unit must be accompanied by the following documentation (“Documentation”) for acceptance by the Seller:
1.  Unserviceable Tags: These must include the reason for removal and should be in the condition as removed from the aircraft/engine (no repairs or alterations). Unserviceable Tags should contain MSN/ESN from which part was removed and date of part removal.
2.  Non-Incident Statement: A statement confirming the Core Unit is undamaged, has not been involved in incident/accident, has not been subjected to extreme stress or temperatures, and has not come from a military or government source. This statement must be issued by a certified and regulated entity.
3. Part Number (“P/N”) of the proposed part should be the same or have higher modification P/N. In case if proposed part has lower alternative P/N, the customer will be additionally charged for the amount necessary to modify the proposed component to P/N of an exchange unit.
4.  Previous Certificates: EASA/FAA certificates if available
5.  Cargo Customs Declaration: A declaration for unrestricted circulation of the Core Unit must be provided if available.
6.  Trace and Packing Slip: Complete commercial trace, packing slip, and ATA 106 form from the last operator.
 
Additional requirement for Core HT AR Unit:
1. Remaining times since last OH (or another requirement specified in MPD) should be provided with confirmation records.
2. Last Part Release Certificate (records at aircraft manufacture) which confirms last renewal/update of part HT requirement.
The mentioned above records for Core HT AR Units should be provided upon request by the Supplier if required for the repair of such HT component.
 
Additional requirement for Core LLP AR Unit:
1.  Proof of origin for LLP offered, also known as birth certificate (EASA Form 1, or FAA Form 8130-3 or engine data submittal).
2. All shop visits (ARC for the higher assembly, post SV LLP Status) and repair records documenting part number changes or modifications to the LLPs, as well as the last return to service methods that may include AD mandated critical rotating part inspections.
3. LLP Statuses prior to each part removal from aircraft/engine and at each phase out from an operator’s fleet
4. Mixed model management of LLPs shall be accounted for by “On-Off” disk sheets from all operators confirming operating thrusts for parts used in multiple models of engine/aircraft
5. Non-incident / non-accident statements (NIS) from the last operator and every historical operator of the proposed LLP.
6. Compliance all Manufacturer Requirements Storage statement for the LLP offered if part was stored more than 6 months since the last certification or period when part was not operable more than 6 months neither it was installed in an engine or was stored separately from engine.
7. The approved life limit for the LLP offered should be verified in Engine Manual Chapter 05 or Maintenance Planning Data requirements.
8. Core Unit must have the same or newer Date of Manufacture (DOM), Time Since New (TSN), Cycles Since New (CSN), and latest overhaul year as the Exchange Unit.
9. In case if Ferry Flights were carried out during part operation, information of such flights should be provided with the confirmation records
The mentioned above records for Core LLP AR Units should be provided upon request by the Supplier if necessary for the repair of such LLP component and for complete Back to Birth Trace of LLP component.
The Core Unit will not be acknowledged as received until the full set of required Documentation is provided and accepted by the Seller.
Core Unit will not be accepted in case the Customer fails to provide records in accordance with the requirements specified above, provided that requirements are reasonable and required for component repair and commercial trace preparation for further part sale without any limitations, restrictions or liens or other encumbrances.
 

 
TERMS AND CONDITIONS FOR REPAIR OF CORE UNITS

If the Core Unit is not accepted by the Seller or if the cost of repairing the Core Unit exceeds 85% of the Exchange Unit’s predetermined outright value, the Customer will be invoiced for the outright value of the Exchange Unit, in addition to the original Exchange Fee. Repair, transit, handling, and administrative costs will also be charged to the Customer with a 15% surcharge.
The Customer may request the return or scrapping of the Core Unit with a shop report. If the Core Unit is deemed beyond economical repair, the Seller has the right to refuse repairs.
The Customer may submit an alternate Core Unit once. If this occurs, the Exchange status will revert to open, and the original Core Unit will be treated as if never submitted. This reversion is still subject to all relevant fees, including late charges, handling, and inspection costs.

 
RISK OF LOSS/TITLE

Until the Customer returns a Core Unit deemed acceptable by the Seller, ownership of the Exchange Unit remains with the Seller. The Seller retains the title and ownership of the Exchange Unit until full payment is received. Upon receipt of the Core Unit, title and ownership will transfer to the Seller.
Once the Exchange Unit is delivered ExWorks from the Seller’s facility or another designated location, the Customer assumes all risk of loss, damage, or destruction of the Parts.