Standard Terms and Conditions of Purchase

1.AGREEMENT

  • These Standard Terms govern the terms on which Bii agrees to purchase goods or services such as the Purchase, Exchange, or Loan of Parts from the Supplier. The Supplier agrees to be exclusively bound by these Standard Terms and Conditions (the “Standard Terms”). These Standard Terms prevail over any terms and conditions referenced by Supplier in connection to the provision of goods or services by Bii. For the avoidance of doubt, acceptance by Bii of the Supplier’s goods or services shall not constitute acceptance by Bii of any standard terms and conditions of the Supplier. If a conflict arises between any of the terms in the following documents the Order of precedence shall be • (1) any written agreement signed by both parties, including but not limited to a general terms agreement, as amended from time to time; (2) any written terms on the face of the Purchase, Exchange or Loan Order; (3) these Standard Terms.

2.DEFINITIONS

2.1 In these Standard Terms the following expressions (except where the context requires otherwise) have the following meanings:

  • “Bii” means British International Industries Ltd.
  • “Bii Facility” means Bii Headquarters, Units F1-F2, Star Industrial Estate, Star Road, Partridge Green, West Sussex. RH13 8RA, United Kingdom, unless expressly agreed otherwise.
  • “BER” means Beyond economic repair such that the cost of Repair of the Off unit exceeds the outright price.
  • “Box Warranty” means warranty for the whole unit, not only limited to the previous Repair or Overhaul.
  • “Credit Agreement” means the agreement setting out the credit terms between Bii and the Supplier 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. Standard Terms and Condition Rev 2
  • “Exchange” means Supplier provides Bii with an Exchange Unit in exchange for an Off unit from Bii.
  • “Exchange Fee” means the fee for the Exchange as specified in the Exchange Order from Bii to Supplier.
  • “Exchange Unit” means a Serviceable part that is supplied to Bii by the supplier in exchange for an Off Unit from Bii.
  • “Late Fees” means the fees payable in accordance with the provisions of Clause 3.5.
  • “Loan” means the loan of a Part or Parts from the Supplier to Bii on the terms specified in a loan Order and these Standard Terms.
  • “Loan Fee” means the fee for the Loan as specified in the Loan Order.
  • “Loan Term” means the period of time a loan described in the relevant Loan Order.
  • “Loan Unit” means the part of the aircraft which is supplied to Bii by the Supplier on Loan.
  • “Off Unit” means a part removed from an aircraft in need of Repair and / or overhaul which either (1) has been or is to be replaced by the Exchange Unit, or (2) has been sent directly to Bii for Repair management, to be returned to the Supplier hereafter.
  • “Off Unit Return Time” means the time to return the Off Unit as specified in the Exchange Order.
  • “Outright Price” means the agreed price of an Exchange Unit or Loan Unit when converted to an outright sale or Bii supplied “Off Unit” is deemed BER as such converting the unit supplied by BII to the Supplier as an Outright Sale.
  • “Outright Sale” means the outright sale of an Exchange Unit or Loan Unit by Supplier to Bii at the price specified in the corresponding quote, Exchange Agreement or Loan Agreement
  • “Order” means (a) any order submitted to the Supplier for a Purchase and / or a loan or exchange order, in Bii’s standard format, submitted by the Bii to Supplier. For the avoidance of doubt, order shall constitute a binding contract
  • “Parts” means any aircraft component part or parts specified in an Order.
  • “Purchase” means any part(s) wholly acquired, meaning full title of said part(s) and any existing warranties, by Bii from the Supplier.
  • “Repair” means any Unserviceable Off Unit that requires repair, overhaul, inspection, modification and / or testing arranged by Supplier and agreed by Bii and “Repaired” shall be understood accordingly.
  • “Sale” means the Outright Sale of a part by the Supplier to Bii and “Sold” shall be understood accordingly.
  • “Serviceable” means a part that meets all OEM and aviation authority specified standards for airworthiness, including in relation to its storage and has no known defects which would render it unfit for service.
  • Supplier” means the provider of Parts, Repairs or services pursuant to a valid Order / contract or the party receiving an Exchange Order or Loan Order by Bii from time to time.
  • “Units” means, together, Exchange Units and Off Units. Standard Terms and Condition Rev 2
  • “Unserviceable” means not Serviceable.
  • “Working Day(s)” means any weekday Monday – Friday, and not weekend days Saturday and Sunday. Also any weekdays subject to national or international holidays shall not be counted as working days.

3.GENERAL

3.1. All parts supplied to Bii shall be released in accordance with EASA /JAR and FAR regulations. Bii shall request Parts be released in accordance with CAAC regulations on request and where possible.

3.2. If the part is defective, Bii may return the part for a full credit.

3.3. Unless prior advised or agreed in writing, in respect of Parts which are subject of a Purchase, Exchange or Loan, where such Part is in Serviceable condition (inspected, tested, Repaired or modified), it will be supplied to Bii with a total of six (6) months Box Warranty, where such part is in in overhauled condition, it will be supplied to the Customer with twelve (12) months Box Warranty from the date of shipment.

3.4. Unless prior advised or agreed in writing, in respect to Parts which are subject of a Brokered Repair Order or as a result of an Exchange or Loan Order such Parts are supplied (a) in Serviceable condition, it will be returned to the Supplier with a total of 3 months warranty and (b) in overhauled condition, it will be returned to the Supplier with 6 months warranty from tag date on the on the specific work performed.

3.5. For Exchange or Loan Units that are returned after the specified Off Unit Time, Late Fees shall be payable as specified in the Exchange Order.

3.6. In the event Bii requires an Inertial Reference Unit (IRU) or an Air Data Inertial Reference Unit (ADIRU) for fitment to an aircraft where such fitment shall take place outside of the European Union (EU), or if the end user requesting the IRU or ADIRU is going to be using that part outside of the EU, Bii shall complete an end user statement to confirm that such parts will not be used for any purpose connected with chemical, biological or nuclear weapons, or missiles capable of delivering such weapons, or any other military purpose (“End User Statement”).

3.7. If an Off Unit is found to be BER, the Supplier shall inform Bii at the next available opportunity and send via email all workshop reports and a breakdown of, outright charge, inspection charges plus any additional charges outlined in the exchange or loan order. Bii shall have fourteen (14) working days to respond to this and reserves the right to request further detail in writing to the Supplier if needed. If a BER unit is under review the unit title will remain with Bii until such time that Bii and the Supplier

reach an agreement on any review. Once a unit is agreed to be BER by Bii and converted to outright, the Supplier acknowledges that the unit is then the sole property of Bii and Bii shall advise to the Supplier the next course of action regarding the converted unit.

3.8. If any Supplied Unit is supplied to Bii with release documentation that is not in compliance with clause 7.3 of these Standard Terms or otherwise not of the standard and level of completeness, Bii reserves the right to quarantine the unit and keep the transaction open and charge any Fees or loses incurred as a result of documentation delay or failure to supply. If documentation cannot be provided to a satisfactory standard, in line with clause 7.3 Bii will reject the unit and return the unit back to the supplier on the supplier shipping account or on Bii account, for a full credit.

3.9. Bii will endeavour to respond to any repair quotation provided by the supplier to Bii in writing within five (5) working days of the date of issue. Unless Bii confirm in writing that any repair quotation is accepted, it shall be considered under review and not accepted.

4.VALIDITY OF PRICE QUOTE

4.1. The price quoted by the Supplier for each Sale, Exchange or Loan is subject to prior sales and for Repair is based on the price of materials, labour and other prime costs of the Supplier, including the rate of exchange if applicable, and shall remain valid for acceptance by Bii for five (5) working days from date of quotation.

5.PLACE OF DELIVERY

5.1. Unless agreed in writing prior to the provision of parts or services all parts shall be delivered Ex Works (Incoterms 2020) from the Supplier facility or other facility as defined by the Supplier and Supplier shall reimburse any additional expense incurred by Bii due to Supplier not having the part ready or able to collect when requested to do so.

6.DELIVERY DATE

6.1. The Supplier will use reasonable endeavours to meet any delivery date requested by Bii on an order. The Supplier will provide an estimated delivery date, on request by Bii.

6.2. Unless stated otherwise in a Repair, Exchange or Loan Order, each Off Unit shall be delivered DDP (Incoterms 2021) to the Supplier’s facility.

6.3. Unless agreed otherwise in writing, delays or refusal in the fulfilment of an Order shall entitle Bii to (a) refuse to take delivery of the completed Order; or (b) claim damages; or (c) terminate these Standard Terms.

6.4. Unless agreed otherwise in writing, Bii reserves the right to reject and return any alternate part number or serial number than those stated on Bii’s purchase, exchange or loan order sent by the Supplier.

7.PACKING, INSURANCE AND OTHER DOCUMENTATION REQUIREMENTS

7.1. Parts dispatched to Bii shall be in packaging suitable for road transportation within the United Kingdom (ATA 300). Bii reserves the right to charge for any special packaging requirements of the Supplier. Packing materials, containers, etc, provided by Supplier are returnable. Where such packaging materials are charged as an extra, credit will be allowed if returned carriage has been paid and the packaging is received in good condition.

7.2. Supplier 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 Bii.

7.3. The Supplier shall provide by email to Bii full dispatch details of any Unit sent to Bii (AWB Number, Flight Number and Date) and shall ensure such Unit is accompanied by the following certification documents: Part Identification tag containing:

7.4. Part Number; Serial Number; Description.

7.5. Last Removal Tag; Date of removal; Registration of aircraft from which removed.

7.6. Aircraft hours / cycles when item removed

7.7. Hours / Cycles on items removed (life limited parts only).

7.8. TS1 fuel statement.

7.9. Packaging slip showing transfer of the Customer’s Part to Bii.

7.10. 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:

7.11. The Unit was not procured from any Government or military source.

7.12. The Unit was produced by the Original Equipment Manufacturer.

7.13. The Unit is non-incident related and has not been subjected to severe stress or heat or immersed in salt water.

7.14. The Unit is fully traceable to one of the following approved sources:

7.15. FAA Part 121, 129, or 135 certified carrier.

7.16. Original Equipment Manufacturer.

7.17. FAA / EASA 155 approved maintenance facility; or

7.18. Foreign air carrier approved by a recognised national aviation airworthiness authority.

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

8.PAYMENT TERMS

8.1. Bii shall use best endeavours to pay all invoices in line with the payment terms agreed on the Supplier’s invoice unless prior advised or agreed at point of order acceptance. The Supplier and Bii confirm that the settlement of any invoices may, at Bii’s discretion, be made via the IATA Clearing House.

8.2. If Bii wishes to dispute any invoiced amount, Bii shall notify the Supplier as soon as possible and in any event within fourteen (14) working days of the date of invoice. If Bii does not notify the Supplier of a dispute within such time period, the invoice shall be deemed accepted. If Bii does notify the Supplier of a dispute in the timeframe required, Bii shall pay part of the invoice not in dispute when due. If representatives from the Supplier and Bii cannot resolve any invoice dispute within five (5) working days, the parties shall follow the dispute resolution procedure in clause 15.

8.3. The Supplier acknowledges Bii has the legal right to assert such repairer’s lien (or any other statutory or common law liens applicable in law (foreign or domestic) against the Supplier’s property in its possession, following performance of services for which payment has not been received by Bii. If the Supplier fails to tender payment owing under any agreement with Bii (or any of its affiliates), Bii shall have the right to retain the Supplier’s property until such a time as payment has been made. By accepting these Standard Terms, the Supplier acknowledges that it has granted a power of sale to Bii in respect of Supplier’s property in Bii’s possession which may be exercised by Bii in the event that any amount owed to Bii (or any

affiliate of Bii) remains payable sixty (60) days after the date of the original invoice in respect of the services delivered.

9.FORCE MAJEURE

9.1. Neither Bii nor the Supplier shall be in breach of these Standard Terms nor liable for any delay in performing, or failure to perform, any of its obligations under these Standard Terms if such delay or failure results from events, circumstances or causes beyond its reasonable control, and in such circumstances the affected party shall be entitled to a reasonable extension of the time of performing such obligations, provided that if the period of delay or non-performance continues for six (6) months the party not affected may terminate these Standard Terms by giving fourteen (14) days’ written notice to the other party.

10.CONFIDENTIALITY

10.1. The Supplier undertakes that it shall not disclose to any third party any information concerning the business, affairs, customers, clients or suppliers of the other party or the contents of any written agreement between the parties, except as required by law or with the written consent of the other party.

11.LIABILITY

Neither party shall be liable to the other for any indirect, special, or consequential loss or damage or any loss of actual or anticipated profit. BII’s liability in contract, tort (including for breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance of these Standard Terms (including for any statutory interest payable) shall be limited to the value of the Order.

12.PASSING OF RISK AND TITLE

12.1. All Parts are at the risk of the Supplier from delivery Ex Works (Incoterms 2021) to the Bii facility. Parts returned as part of an Exchange or Loan order to the Supplier are at the risk of Bii until received by the Supplier. Bii Delivered Duty Paid (Incoterms 2020) Bii Facility. If Bii loses or damages a Unit whilst in its care, custody, or control, it shall be responsible for either the cost of the Repair or if the Unit is deemed BER shall pay the replacement value as agreed in the Exchange or Loan order. ?

12.2. The Supplier agrees and warrants that title of ownership of:

12.3. Parts sold to Bii shall remain with and be vested in the Supplier until the Supplier has received from Bii full payment in accordance with these Standard Terms.

12.4. Parts Exchanged shall remain with and be vested in the Supplier until the Supplier has received from the Bii full payment in accordance with these Standard Terms at which point in time the Supplier shall pass full legal and beneficial title of the Exchange Unit to Bii and Bii shall automatically and simultaneously pass full legal and beneficial title to ownership of the Off Unit to the Supplier. In the event that an Off Unit is BER, title shall transfer in accordance with Clause 3.9.

12.5. Any Loan unit shall remain at all times with the Supplier, free from all liens and encumbrances other than any security interest created by or through the Supplier and Bii shall have no right, title or interest in or to the Loan Unit except as authorised and permitted by these Standard Terms. Bii agrees not to sell or pledge the Loan Unit or allow the Loan Unit to be the subject of any lien or encumbrance.

13.IMPORT AND EXPORT LICENCES AND REGULATIONS

13.1. The Party to these Terms and Conditions who is the importer or exporter of record of the Unit, will be responsible for obtaining any licence, exchange permit or other required governmental authorisation relating to the shipment of the Unit and shall be responsible for complying with all U.K. and foreign government licensing and reporting requirements in connection with an Order. The Supplier acknowledges that any export of Units pursuant to these Terms and Conditions may be subject to U.S. Export Regulations and agrees not to export any Units pursuant to an Order in contravention of the Export Regulations and further agrees to indemnify Bii in respect of any losses incurred as a result of a breach of the Export Regulations. In respect of any Unit provided by the Supplier, Bii agrees not to:

  • 13.1.1. dispose of any U.S. origin items classified by the U.S. 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 licence or authorisation for the Part: and lease , exchange or dispose of any items to any country, company or individual that is either (a) required by any Export Regulations to hold a licence to receive goods (and does not hold the required licence); or (b) is prohibited from receiving exports by Export Regulations, as amended from time to time including but not limited to; Iran, Cuba, Syria, North Korea or Sudan.

13.2. Each party to these Standard Terms shall comply with all applicable laws, statutes, and regulations applicable to it.

14.DISPUTE RESOLUTION, LAW AND JURISDICTION

14.1. All disputes arising out of or in connection with these Terms and Conditions or an Order shall, to the extent possible, be settled amicably by negotiation between the Chief Operations Officer or designate of Bii and the Chief Executive Officer, Chief

Commercial Officer, Chief Commercial Officer or Chief Operations Officer of the Supplier within thirty (30) days from the date of written notice by either party of the existence of such a dispute and, failing such amicable settlement, shall be finally resolved (a) if the Supplier is from a country which has ratified the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958) (the “New York Convention”), by arbitration under the London Court of International Arbitration Rules, which are deemed to be incorporated by reference into this Clause where the number of arbitrators shall be one, the language of the arbitration shall be English and the seat of arbitration shall be London, England; or (b) if the Supplier has not ratified the New York Convention, the dispute shall be subject to exclusive jurisdiction of the English courts.

14.2. This agreement, and any dispute arising from it (including non-contractual disputes or claims) shall be interpreted in accordance with the laws of England and Wales.

14.3. Any Supplier incorporated outside of the EU shall provide either a UK address for service of process or shall appoint a process agent in the U.K. as a condition precedent to being granted credit by Bii. The Supplier shall notify Bii of such address on signature of the Exchange / Repair Agreement.

15.MISCELLANEOUS

15.1. Bii and the Supplier declare that they each have the right, power and authority, and have taken all action necessary, to execute and deliver and to exercise their rights and perform their obligations under these Standard Terms

15.2. Unless and until Bii and the Supplier expressly agree otherwise in writing, these Standard Terms and the relevant Order contain the entire agreement between the parties with respect to the subject matter. Each of Bii and the Supplier acknowledges that, in entering these Standard Terms, it has not relied on, and shall have no right to remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these Standard Terms. Nothing in this Clause shall limit or exclude and liability for fraud.

15.3. Any amendment, variation or modification of these Standard Terms shall be ineffective unless made in writing and signed by an authorised representative of each party.

15.4. Subject to Clause 8.2 Bii shall not be entitled to withhold payment of any sums after they become due by reason of any right set-off or counterclaim which Bii may not have or wish to have for any other reason whatsoever. Bii shall be entitled to set-off any Supplier funds due against any amounts due payable (and remaining unpaid) under these Standard Terms.

15.5. If any provision of these Standard Terms (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed not to form part of these Standard Terms, and the validity and enforceability of the other provisions of these Standard Terms shall not be affected. In addition, if a part of the Standard Terms becomes invalid, the parties will endeavour in good faith to reach agreement on a replacement provision that with reflect, as nearly as possible, the intent of the original provision.

15.6. The Supplier shall not assign, transfer or sub-contract any order to any third party without Bii’s prior written consent.

15.7. The parties to these Standard Terms do not intend by these Standard Terms to confer any rights whatsoever on any other party. Accordingly, these parties hereby expressly exclude the provisions of the Contracts (Rights of Third Parties) Act 1999 (or re-enactment thereof).

15.8. Where the Supplier delivers any other Standard Terms and conditions to Bii in respect of an Order, these Standard Terms and Conditions of Supply shall prevail.