1 DEFINITIONS

In these Standard Terms and Conditions (the “Standard Terms”) the following expressions (except where the context requires otherwise) have the following meanings

SKYLINE AERO LIMITED Terms and Conditions of Sale of Components

“SKYLINE” means Skyline Aero Limited.

“SKYLINE AERO premises” means Hanger H1 Cotswold Airport, Cirencester, Gloucestershire, GL7 6BA or other such address as may be notified by the Supplier.

“Credit Agreement” means the agreement setting out the credit terms between SKYLINE and the Customer for the Order(s).

“Dual Use” means the aircraft part can be installed on civil aircraft and also used for military purposes, as defined from time to time by US regulatory authorities.

“Parts” means any aircraft component parts specified in an Order.

“Order” means any order submitted by the Customer for a Sale and/ or Repair.

“Repair” means any repair, overhaul, inspection, modification and/ or testing arranged by SKYLINE on behalf of the Customer and “Repaired” shall be understood accordingly.

“Sale” means the outright sale of a Part by SKYLINE to the Customer and “Sold” shall be understood accordingly.

“CMM” means the Component Maintenance Manual.

“Contract” means the agreement arising when any quotation made by the Supplier

“OEM” means the original equipment manufacturer.

“BER” State of a repairable item where its estimated repair cost significantly exceeds replacement value.

“Overhauled” means the restoration of a Component in accordance with the instructions defined in the CMM supplied by the OEM.

“Serviceable” means the condition of a Component which has been repaired and classified as fully functioning and able to be fitted to an airworthy aircraft as stated by EASA and/or the FAA.

“AR” Parts that have no Release Certificate and are not certified for installation.

A component, part or material that was removed from an NHA and tagged by an operator, but the part has not been evaluated by a certified repair.

AR parts will require AT LEAST testing/inspection, and possible repairs or modification to recertify prior to use

2 VALIDITY OF THE PRICE QUOTE

2.1 The price quoted by SKYLINE for each Sale and Repair is based on the current price of materials, labour and other prime costs of SKYLINE, including the rate of exchange of sterling and US dollars, and shall remain valid for acceptance by Customer for 7 days.

If Customer has not accepted the quoted price within 7 days, SKYLINE reserves the right to revise the price quoted. All prices quoted shall be exclusive of any VAT payable.

2.2 These Terms and Conditions shall apply to the contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.3 Any special conditions relating to an Order for the supply of any of the Components and agreed between the Supplier and the Customer shall be in writing and such special conditions shall take precedence over these Terms and Conditions in respect of that Order.

3 THE CUSTOMERS ORDER AND DUTIES

3.1 The Customer shall be responsible to the Supplier for ensuring the accuracy of the terms of any Order submitted by the Customer.

3.2 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.

3.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

4 PRICE

4.1 The Components will be packed in compliance with ATA-300 specification (or any amendment there to from time to time) and made available to the Customer.

4.2 The price is exclusive of all taxes and duties which shall be paid by the Customer and which the Customer hereby undertakes to pay without delay. Should the Supplier be required to pay any such taxes or duties on behalf of the Customer the Customer shall reimburse the Supplier forthwith upon demand.

4.3 Quotations in a currency other than US Dollars are based on the rate of exchange at the time of quoting and unless otherwise stated the price may at the Supplier’s discretion be subject to revision up or down if any different rate of exchange shall apply at the date of invoice.

5 PAYMENT

5.1 The Supplier shall render to the Customer invoices showing the sums due under the Contract. All payments due there under shall be made by the Customer in the currency and to bank account or by credit card and within the time period for payment as detailed on the Supplier’s Invoice in cleared funds within 30 days of the date of the Supplier’s invoice (Payment Date). Time for making all payments due to the Supplier hereunder shall be of the essence. SKYLINE does not store credit card details nor do we share financial details with any third parties.

5.2 Without prejudice to the Supplier’s rights under Clause 10 hereof; if the Customer fails to make any payments within 30 days after the Payment Date the Supplier shall have the right (without prejudice to any other rights or remedies which may be available to the Supplier) forthwith to terminate or suspend all further deliveries until such default is made good. Any additional costs and expenses of whatever nature incurred by the Supplier as a result thereof shall be borne by the Customer.

5.3 If Customer wishes to dispute any invoiced amount, it shall notify SKYLINE as soon as practical and in any event within 14 days of the date of invoice. If Customer does not notify SKYLINE of a dispute within such time period, the invoice shall be deemed accepted. If Customer does notify SKYLINE of a dispute in the time frame required, Customer shall pay that part of the invoice not in dispute when due.

5.4 Without prejudice to any other of the Supplier’s rights or remedies the Customer shall in addition to payment of the price pay interest at the rate of 4% per annum above the Base Lending Rate from time to time of RBS on any sum remaining unpaid after the Payment Date until the actual date of receipt by the Supplier of the payment, such interest being calculated on a daily basis. The Customer shall reimburse all costs and expenses (including legal costs) incurred in the collection of any overdue amount.

5.5 If the Customer fails to take Delivery of the Components on the date agreed by the parties for delivery or if the Supplier is prevented or hindered from performing any of its obligations under the Contract as a result of any act or omission on the part of the Customer, the Supplier shall be entitled (without prejudice to any other rights or remedies which the Supplier may have) to invoice the Customer for the price thereof and payment shall be due as if Delivery of the Components had been effected. In such event the Customer shall be liable for and shall promptly reimburse the Supplier upon demand for all costs and expenses incurred by the Supplier up to the time of actual collection of the Components.

6 DELIVERY OF COMPONENTS

6.1 Subject to the provisions of Clause 2.3 hereof the Supplier shall notify the Customer (either written or oral) that the Components are ready for collection from SKYLINES Premises on the date specified (Due Date). Unless expressly provided otherwise, delivery of the Components shall be affected by the Supplier making the Components available for collection by the Customer on the Due Date.

6.2 Each Delivery of Components shall be treated as taking place under a separate contract and default or delay by the Supplier in any single Delivery of Components shall not entitle the Customer to repudiate any previous or subsequent contract.

6.3 Right in the Components will pass to the Customer on Delivery.

6.4 If the Supplier and the Customer agree that the Supplier shall arrange or undertake the insurance and transport of the Components beyond the point of Delivery at the SKYLINES Premises, such costs shall be for the Customer’s account and shall not affect the provisions of the Contract as to the passing of risk

7 PACKING, INSURANCE AND OTHER DOCUMENTATION REQUIREMENTS

7.1 Parts dispatched by SKYLINE shall be in packaging suitable for road transportation within the United Kingdom. SKYLINE reserves the right to charge for any special packaging requirements of the Customer.

7.2 Customer shall maintain insurance appropriate to its operations and in accordance with best aviation industry practice and shall provide evidence of the same if requested by SKYLINE.

7.3 The Customer shall provide by email to SKYLINE full dispatch details of any Part supplied to SKYLINE for Repair (AWB Number, Flight Number and Date) and shall ensure the Part is accompanied by the following certification documents:

7.4.1 Part Identification tag containing:

• Part number; serial number; description;
• Reason for removal; date of removal; registration of aircraft from which removed;
• Aircraft hours/cycles when item removed;
• Hours / cycles on items when removed (life limited Parts only).

7.4.2 Packaging slip showing transfer of the Customer’s Part to SKYLINE;

7.4.3 ATA spec 106 material certificate issued by FAA Part 121/129/135 carrier or FAA/EASA 145 approved maintenance facility or nationally approved (by the CAA) for an air carrier with a statement that:

• The part was not procured from any US Government or military source;
• The part was produced by the Original Equipment Manufacturer;
• The part is non-incident related and has not been subjected to severe stress or heat or immersed in salt water;
• The part is fully traceable to one of the following approved sources:
• FAA Part 121, 129 or 135 certified carrier;
• Original Equipment Manufacturer;
• FAA/EASA 145 approved maintenance facility; or
• Foreign air carrier, approved by a recognised national aviation airworthiness authority.

7.4.4 Full records and traceability documents for time/cycle life limited parts.

7.4.5 Full “back to birth” traceability documents for ultimate time/cycle life limited parts.

8 CANCELLATIONS

The Customer shall not be entitled to cancel the Contract without the prior written consent of the Supplier. SKYLINE shall be entitled to suspend or cancel further Sales or Repairs under this and / or any other agreement between the parties unless this is adhered to.

Skyline reserves the rights to charge 25% of the sales price as a restocking fee against any cancelled purchase orders.

9 IMPORT AND EXPORT LICENCES AND REGULATIONS

9.1 As the recorder, importer and exporter of the Parts, the Customer will be responsible for obtaining any import license, export license, exchange permit or other required governmental authorisation relating to the Units and shall be responsible for complying with all U.K. and foreign government licensing and reporting requirements in connection with these Standard Terms. If required by SKYLINE, the Customer shall make any such licences and authorisations available to SKYLINE prior to the relevant Order shipment. SKYLINE will have no liability for any non-renewal, denial, restriction or delay in respect of any Customer application for a licence, permit or authorisation.

9.2 The parties agree that any export of Parts pursuant to these Standard Terms may be subject to both U.S. Export Administration Regulations, the International Traffic in Arms Regulations and other export control requirements of the U.S. (together, the “U.S, Export Regulations”). In respect of any Part provided by SKYLINE, the Customer agrees not to:

9.2.1 Dispose of any U.S. origin items classified by the U.S. Department of Commerce’s Bureau of Industry and Security as Dual Use items other than in the country of destination, as identified in any government license or authorisation for the Part.

9.2.2 lease, exchange or dispose of any U.S. origin items to any country, company or individual that is either (i) required by US Export Regulations to hold a licence to receive the goods (and does not hold the required licence); or (ii) is prohibited from receiving U.S. exports by U.S. Export Regulations, as amended from time to time

10 WARRANTY

10.1   The Customer will inspect the components and must inform the Supplier of any claim or rejection within 10 calendar days after delivery. If no notice of rejection or claim is received in accordance with this condition 10.3, the Customer will be deemed to have accepted the components.

10.2   The warranty is subject to the following conditions:

(i)  that the components have been stored, maintained, installed, operated and used in accordance with the CMM and not subject to wilful damage; and

(ii) that the component or the aircraft it was fitted to, has not been subject to any misuse nor have they been involved in any incident.

10.3    Where Skyline procure on behalf, or sells Goods, Equipment or Parts to the Customer, Skyline shall use reasonable endeavours to transfer or assign any warranty made available to Skyline by any manufacturer or other third party supplier, to the extent that any such warranty shall be capable of transfer or assignment to the Customer. Otherwise no Warranty is given by Skyline.

10.4    Subject to the conditions set out below Skyline warrants that the Goods, Equipment or Parts will correspond with their specification at the time of delivery and will be of satisfactory quality.

10.5    Skyline shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to abnormal conditions, misuse or alteration of the Goods, or any other act or omission on the part of the Buyer, its employees or agents or any third party.

10.6    Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

10.7    No Goods, Equipment or Parts may be returned to Skyline without the prior agreement in writing of Skyline. Subject thereto any Goods, Equipment or Parts returned which Skyline is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection may be replaced free of charge or, at Skyline’s sole discretion Skyline may refund or credit to the Buyer the price of the defective Goods, Equipment or Parts but Skyline shall have no further liability to the Buyer howsoever arising, including for negligence.

10.8    Except as expressly provided in these Conditions, Skyline shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Buyer (including, without limitation, loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of Skyline, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods, Equipment or Parts or their use or resale by the Buyer.

10.9    Recertified and serviceable parts that are returned for a warranty claim are only valid for work content, and parts previously supplied by the repair agency concerned. Any parts and labour which may be additional to this will be borne by the Buyer.

10.10  Skyline will not be responsible of fit or removal from an aircraft.

10.11 In the event that any Goods, Equipment or Parts are returned to Skyline as a warranty claim this will be investigated and in the event that in the opinion of a JAR 145 approved repair organization the part is reported as ‘NO FAULT FOUND’ or has been made unserviceable due to incorrect fitting, or engineering malpractice, then all costs associated with the transaction, including in the case of exchanges the original exchange fee, will become due and payable. This also applies to Goods, Equipment or Parts items on loan.

10.12  Parts sold in an “as is” condition have no warranty whatsoever.

10.13  The Buyer is responsible to pay for any replacement parts i.e. complete components etc. during any period of time that a suspect unit is undergoing a warranty investigation in order for any aircraft to become immediately operational.

10.14  Any transport costs necessary for a warranty unit will be the Buyer’s responsibility until such time that a decision is reached and agreed by both parties in writing then Skyline will accept the additional charges if the warranty claim is upheld.

11 LIABLILTY & INDEMNITY

11.1    The Customer acknowledges that Skyline is not the manufacturer of the Goods, Equipment or Parts and has no obligation, duty or liability to the Customer, in contract, wrongful act or an infringement of a right or for breach of statutory duty or otherwise beyond that of a duty to exercise reasonable skill and care.

11.2    To the fullest extent permissible under applicable law, the Customer hereby waives and releases all claims demands, costs, proceedings, losses, damage and liability against Skyline in connection with the hiring of the Goods, Equipment or Parts under this Agreement or any Contract, whether in contract, wrongful act or an infringement of a right or for breach of statutory duty or otherwise of whatsoever nature and kind.

11.3    The Customer hereby indemnifies and holds harmless Skyline, its agents, employees, successors and assigns (“Indemnities”), from and against all claims, demands, costs, proceedings, losses, damage and liability of any nature imposed upon, incurred by, or asserted against any Indemnity, relating to or arising out of the possession, use, selection, delivery, hiring, exchange purchase, exchange or operation of the Goods, Equipment or Parts, or any failure on the part of the Customer to perform or comply with the terms of this Agreement or of any Contract.

11.4    Neither party shall have any liability to the other party for any loss of profit, loss of revenue, loss of production or loss of business, loss of goodwill, loss of reputation, loss of opportunity and/or loss of operation (in each case whether direct or indirect).

11.5    Conflicting Terms

Amendments to these conditions by the Buyer will not be valid unless accepted in writing by Skyline.

13 ANTI BRIBERY

13.1 SKYLINE has and maintains in place policies and procedures complying with applicable laws, statutes and regulations relating to anti-bribery and corruption, including but not limited to the Bribery Act 2010 and ensures compliance with those policies and procedures.

14 GOVERNING LAW

14.1 These Terms and Conditions and all non contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with English law.

14.2 The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms and Conditions (including a dispute regarding the existence, validity or termination of these Terms and Conditions) (a “Dispute”).

14.3 The Customer agrees that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly the Customer will not argue to the contrary.

14.4 Without prejudice to any other mode of service allowed under any relevant law, the Customer shall provide an agent for Service in England and Wales as its agent for service of process in relation to any proceedings before the English courts in connection with these Terms and Conditions and agrees that failure by a process agent to notify the Customer of the process will not invalidate the proceedings concerned.

15 RETURN CONDITIONS

A part purchased in ‘as removed condition’ or ‘guaranteed repairable condition’ may be returned on the basis of an independent report by a repair agent, which shows why an ‘as removed condition’ or a ‘guaranteed repairable condition’ part does not meet quality requirements to be of use once repaired.

If purchaser intends to reject a part on the basis that it is defective, is not repairable, BER or over BER set limit, purchaser shall notify Skyline in writing within thirty (30) days of delivery.

Each part returned will be subject to inspection and acceptance by Skyline within a commercially reasonable time following delivery. Whereupon:

(a) Purchaser shall provide supporting evidence to Skyline who shall conduct an investigation into the purported reason for rejection;

(b) Skyline shall either issue a return material authorisation (“RMA”) number to purchaser for the return of a part on their account, unless prior agreement is arranged with Skyline. Or Skyline will request to have the repair transferred over.

(c) Failure to notify Skyline in writing of a claim in the manner provided herein shall constitute a waiver of such claim.

Once RMA investigation is complete title of returned Part shall be transferred from Buyer to Skyline. Skyline will then issue the credit note.