Standard Term 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
(i) any written agreement signed by both parties, including but not limited to a general terms agreement, as amended from time to time; (ii) any written terms on the face of the Purchase, Exchange or Loan Order; (iii) 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-F3, 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.
“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.
“Exchange” means Supplier provides Bii with an Exchange Unit on the terms specified in an exchange agreement and these Standard Terms.
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.
“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.
“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 / CAA 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 and agreed by the Supplier and Bii, 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 three (3) months warranty, where such part is in in overhauled condition, it will be supplied to the Customer with six (6) months 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. 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.

3.6. 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 losses 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 send the unit back to the supplier on the supplier shipping account, for a full credit.

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

4. PLACE OF DELIVERY

4.1. 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.

5. . DELIVERY DATE

5.1. The Supplier will use reasonable endeavours to meet any delivery date requested by Bii on an order. The Supplier will provide a delivery date on receipt of purchase order.

5.2. Unless stated otherwise in a Repair, Exchange or Loan Order, each Off Unit shall be delivered DDP (Incoterms 2020) to the Supplier’s facility.

5.3. 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. PACKING, INSURANCE AND OTHER DOCUMENTATION REQUIREMENTS

6.1. Parts dispatched to Bii shall be in packaging suitable in accordance with ATA 300 specification.

6.2. 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.

6.3. 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:

6.4. Part Number; Serial Number; Description.

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

6.6. Aircraft hours / cycles when item removed

6.7. Hours / Cycles / DOM on Components removed (life limited parts only).

6.8. TS1 fuel statement.

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

6.10. 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:

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

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

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

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

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

6.17. FAA / EASA 145 approved maintenance facility; or

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

6.19. Full “back to birth” traceability documents for ultimate time / cycle life .arts

6.20 Material Safety Data Sheets (MSDS)

7. PAYMENT TERMS

7.1. Bii shall use best endeavours to pay all invoices in line with the payment terms agreed on the Suppliers 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 IATA Clearing House.

7.2. If Bii wishes to dispute any invoiced amount, Bii shall notify the Supplier as soon as possible. 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 Thirty (30) working days, the parties shall follow the dispute resolution procedure in clause 15. No extra charges will be effective unless agreed in writing with Bii.

7.3. 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.

8. FORCE MAJEURE

8.1. 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.

9. CONFIDENTIALITY

9.1. 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.

10. LIABILITY

10.1. Bii makes no warranty or representation of any kind with respect to any Sale, Repair, Exchange or Loan as to merchantability, fitness for purpose, condition, quality, material design suitability, workmanship or operation of any kind or nature. All other conditions, warranties or representations expressed or implied (save for the conditions implied by section 12 of the Sale of Goods Act 1979), statutory or otherwise are, to the fullest extent permitted by law, expressly excluded.

10.2. Nothing in these conditions excludes or limits the liability of Bii (a) for death or personal injury, (b) for any matter which it would be illegal for Bii to exclude or attempt to exclude its liability, or for fraud or fraudulent misrepresentation.

10.3. Neither party shall be liable to the other one for:

10.4. Any indirect, special or consequential loss or damage; or

10.5. Loss of data or other equipment or property; or

10.6. Economic loss or damage; or

10.7. Incurring of liability for loss or damage of any nature whatsoever suffered by third parties, other than death or personal injury (including in each case incidental and punitive damages); or

10.8. Any loss of actual or anticipated profit, interest, revenue, anticipated savings or business or damage to goodwill, including any AOG related losses or claims of any kind.

10.9. Bii’s total liability in contract (including for any statutory interest payable), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Standard Terms (including for any statutory interest payable) shall be limited to the Order value.

10.10. The Supplier indemnifies and holds Bii harmless against all taxes (other than corporation tax of Bii), levies, duties, charges, assessments or withholdings of any nature for which Bii may be liable by operation of these Standard Terms and for any legal costs incurred by Bii in enforcing any of its rights in respect of these Standard Terms

11. PASSING OF RISK AND TITLE

11.1. Title and risk of the Components shall pass to Bii on completion of delivery. The Supplier warrants that is has full legal beneficial title to the Components free from all changes, liens and security interest.

11.2. The Supplier agrees and warrants that title of ownership of;
(i) Parts sold to Bii shall remain with and be vested in the Supplier until the Supplier has received from the Customer full payment in accordance with these Standard Terms;
(ii)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.
(iii) 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.

12. IMPORT AND EXPORT LICENCES AND REGULATIONS

12.1. As the recorder, importer and exporter of the Parts, Bii will be responsible for obtaining any import licence, export licence, exchange, loan, permit or other required governmental authorisation relating to the Units and shall be responsible for complying with all U.K. and foreign government licencing and reporting requirements in connection with these Standard Terms. If required by the Supplier, Bii shall make any such licences and authorisations available to the Supplier prior to the relevant Order shipment. The Supplier will have no liability for any non -renewal, denial, restriction or delay in respect of any Bii application for a licence, permit or authorisation unless defined by UK Law.14.2 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., the United Kingdom or the European Union (collectively the “Export Regulations”). In respect of any Part provided by the Supplier, Bii agrees not to:

12.1.1. 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, Russia or Sudan.

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

13. DISPUTE RESOLUTION, LAW AND JURISDICTION

13.1. 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.

13.2. 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.

13.3. 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.

14. MISCELLANEOUS

14.1. 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

14.2. 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.

14.3. 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.

14.4. 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.

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

14.6. 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).

14.7. 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.

Standard Terms and Conditions of Purchase