General Terms

GENERALTERMS AND CONDITIONS

1. GeneralProvisions

2. Thesegeneral terms and conditions (hereinafter “Termsand Conditions”)shall govern the terms, on which APRAMAerospace s.r.o.,ID.No.: 24237779, registered within the Commercial Register maintainedby the Regional Court in Ostrava, under C 78161 (hereinafter the“Supplier”)supplies a product or a service to a third party (hereinafter the“Customer”;the Supplier and the Customer collectively hereinafter as the“Parties”)pursuant to concluded agreement on:

1. Thesale and/or lease of products including but not limited to aircraftparts (the “Goods”);and/or

2. Servicesincluding but not limited to exchange, material handling, repairand/or overhaul arrangement (the “Services”;collectively hereinafter “Goodsand Services”as well in the meaning and/or). 

2. TheseTerms and Conditions shall apply to any agreement for the supply ofGoods and Services by the Supplier (hereinafter the “Agreement”)and shall be incorporated into the Agreement as an integral partthereof unless mutually agreed otherwise in writing in theparticular case. Shallaconflict between the provisions of the Agreement and the Terms andConditions occurs, the Agreement shall prevail. The Parties mayagree on any rights and obligations deviating from these Terms andConditions by a written reservation. 

3. TheCustomer agrees to be bound by these Terms and Conditions,notwithstanding Customer’s terms and conditions - whether or notsupplied to the Supplier at any time (i.e. the terms and conditionsof the Customer shall apply solely upon express mutual agreement andto the extent expressly mutually agreed between the Supplier and theCustomer in writing) by submitting an order for Goods and Services –see Art 2 hereof.

4. TheCustomer hereby confirms acquaintance of the Terms and Conditions bysigning the Export Compliance and End Use document at the commenceof cooperation of the Parties (or when updated). At the same time,the Customer confirms consent with the Terms and Conditions bypayment of a proforma invoice for each order according herewith, ofwhich the Customer shall be informed in each particular case. TheTerms and Conditions are always available in the current version onthe website of the Supplier www.apram.cz. Material changes to theTerms and Conditions will be notified by the Supplier to theCustomer in advance within a reasonable period of time – thechanges will be effective for the new order. For each order, thebinding version of the Terms and Conditions is valid (published) atthe time of order confirmation.   

5. TheCustomer is not a consumer as defined by the legislation, but anentrepreneur within the meaning of Section 420 and other relevantprovisions of the Czech Civil Code. Any person who acts in the nameof or on behalf of an entrepreneur shall be deemed to be anentrepreneur.

6. TheCustomer is aware of bearing all costs incurred by the Customer whenusing remote means of communication in connection with the Agreement(internet connection costs, telephone call costs).

7. Orders

1. Unlessotherwise notified by the Supplier, any quotation issued by theSupplier shall constitute a firm and valid offer for 30 days fromthe date of the quotation, unless revoked for whatever reason by theSupplier, unlessotherwise agreed upon by the Parties.

2. Ifthe Customer has a requirement regarding Goods and Services, suchCustomer shall place an order to the Supplier that contains at leastthe following data:

   1. Order(request) number or any similar specific identification of theorder;

   2. Goodsand Services details such as Part Number (P/N), Serial Number(S/N), description and others if applicable;

   3. Legalmethod of the execution of the order (i.e. purchase, exchange,repair arrangement etc.);

   4. RequiredDue date and possibly priority;

   5. Unitcost and total value of the order;

   6. Typeof Certificate required (if applicable);

   7. Shippinginstructions (if applicable) including the INCOTERMS rules.

(hereinafteras the “Order”).

3. The Ordershall be binding on the Customer as from the dispatch thereof untilthe acceptance or refusal thereof by the Supplier. The Suppliershall acknowledge the Order within 10 working days as from thereceipt thereof. The Supplier may - at the discretion thereof -reject the Order without incurring any costs or liability. No Ordersubmitted by the Customer shall be deemed accepted by the Supplier,unless and until the earlier of confirmation in writing orfulfilment of the respective Order by the Supplier shall occur. 

4. Uponacceptance of the Order by the Supplier the Agreement is executedbetween the Supplier and the Customer, the content of which shall bedetermined hereby unless expressly agreed otherwise with respect toparticular details of the respective deal.

5. No furthermodification of Order shall be made by the Customer unless expresslyaccepted in writing by the Supplier. An Order accepted may becancelled in whole or partially by the Customer only with theSupplier’s previous written consent or by the payment of the 25 %of the Order value  or min USD 150,00 if cancelled before shippingshall be initiated. 

6. TheSupplier reserves the right to refuse to enter into the Agreementand provide performance of the concluded Agreement to areas withexisting public export restrictions and to entities affected byinternational sanctions anytime during the duration of therespective Agreement.

7. Exchangesof Components 

1. TheSupplier shall undertake to supply a serviceable or overhauledcondition component (hereinafter the “ExchangeUnit”)to the Customer in exchange for an unserviceable component of thesame Part Number and of equivalent or higher modification status(hereinafter the “CoreUnit”)on conditions stipulated herein. Core Unit received from theCustomer becomes property of the Supplier as the title to the CoreUnit shall pass to the Supplier upon delivery of the Core Unit tothe Supplier.

2. TheCustomer will be charged an agreed Exchange Fee and does herebyundertake to pay the Exchange Fee within the period stipulated inthe (proforma) invoice issued by the Supplier pursuant hereto. TheCustomer acknowledges that the Supplier shall not provide anyperformance until the requested payment has been received, unlessotherwise agreed by the Parties in an individual case. 

3. TheCustomer will in addition be charged the full repair cost ofreturning the Core Unit received to the same condition as theExchange Unit supplied by the Supplier, i.e. serviceable oroverhauled, and to an equivalent modification status, unless agreedthat the exchange shall take place on a flat-rate basis. In aflat-rate basis exchange, an Exchange Fee in the agreed amount shallcover only the standard repair charges regarding the repair of theCore Unit. Should the actual repair cost exceed the repair cap (i.e.the amount of standard repair charges), the Customer shall beobliged to pay the sum exceeding the repair cap to the Supplier asan addition to the agreed Exchange Fee based on the invoice issuedby the Supplier. The Customer does waive the right to oppose therepair quotation (and/or the bill for the repair of the Core Unit)as the repair quotation/bill shall be issued by an independent andapproved repair shop, which does bear the responsibility for thecorrectness thereof. The Parties agree that the choice of the repairshop for the repair of the Core Unit shall be vested in the Supplierand the Customer shall have no right to oppose the choice. Theprovision of this paragraph shall also apply adequately to repairarrangement. The Customer hereby undertakes to pay to the Supplierthe full repair cost, a handling fee amounting to no more than 15 %of the repair cost, but in any case no less than USD 200,00, andfreight charges (for shipping the Core Unit to the repair shop andback to the Supplier, including all related fees such as handling,customs duty etc.) and/or any other related costs upon delivery ofthe respective invoice issued by the Supplier but no later thanwithin the period stipulated in the respective invoice or asotherwise agreed. The repair quotation/report will be provided uponrequest of the Customer together with the invoice issued by theSupplier.

4. TheSupplier reserves the right to refuse a dissimilar Core Unit, i.e. aCore Unit with a different Part Number (lower modification status,different software etc.) than the Part Number of the Exchange Unit.Should such a dissimilar Core Unit be delivered to the Supplier, thetransaction shall automatically convert into an Outright Sale andthe Customer shall be obliged to pay to the Supplier, in addition tothe Exchange Fee, the respective extra charges, should those apply,any other related costs already arisen, and the full Outright SalePrice based on the invoice issued by the Supplier unlessotherwise agreed upon by the Parties.

5. TheSupplier reserves the right to refuse any PMA sub-components ifembodied in the delivered Core Unit. In such a case theSupplier shall be authorised to replace such sub-components with theOEM (Original Equipment Manufacturer) parts during the repair andcharge the related costs to the Customer accordingly and theCustomer shall be obliged to pay such costs to the Supplier. 

6. TheCustomer undertakes to deliver the respective unserviceable CoreUnit to the Supplier’s address (unless the Parties agree to shipthe Core Unit to a different address, e.g. the shipper’s addressif the Exchange Unit is shipped from a different address than theaddress of the Supplier) within 21 days after the date of thedispatch of the serviceable Exchange Unit supplied by the Supplierunlessotherwise agreed upon by the Parties. The Customershall bear all freight charges related thereto including any relatedcharges such as customs fees, duties, handling and storage at theairport etc. The returned Core Unit must be accompanied by thecertification documents detailed as follows:

   1. Unserviceabletags Containing “Reason for Removal” information; A/Cregistration or MSN;

   2. Certificateof origin that includes:

      1. Sourceof the part fully traceable and documented to an FAA Part 121 or129 certified carrier or the OEM (Original EquipmentManufacturer);

      2. Non-IncidentStatement;

      3. Statementthat the part was not procured from the U.S Government nor anymilitary source.

   3. Reportwith hours, cycles and fault (applicable to Time Controlled Units).

7. Ifthe Core Unit is delivered without any of the aforementionedcertification documents, such Core Unit shall be deemed “notreturned appropriately” and the Customer shall be obliged to payto the Supplier extra charges for the delayed Core Unit return inaccordance with the Agreement.

8. Shouldthe Core Unit not be received by the Supplier within 21 days sincethe date of the dispatch of the Exchange Unit and/or should the CoreUnit not be accompanied by the documentation as per art. 3.6 hereof,the Customer shall be obliged to pay to the Supplier a late fee (inthe amount of the original Exchange Fee) recurrently for eachcommenced 14-days period of the default of the Customer until thedelivery of the Core Unit and/or full documentation. However afterthe late fee will have been charged three times the Supplier maydecide upon their discretion to convert the Exchange transactioninto an Outright sale and charge the Customer the full Outright SalePrice or to continue charging the late fees; the decision of theSupplier not to convert the transaction into an Outright Sale shallbe done without any prejudice of the Supplier to do so at any timethereafter should the default of the Customer continue, unlessotherwise agreed upon by the Parties.Once the Exchange transaction is converted into an Outright Sale theCustomer shall be obligated to pay to the Supplier the full OutrightSale Price together with all Exchange Fees/late fees and any otherrelated costs already arisen. 

9. ReturnedCore Units must be repairable. In the event that a Core Unitsupplied by the Customer is found to be beyond economical repair(BER; i.e. shouldthe cost of the repair of the Core Unit exceed the Outright SalePrice),the Customer shall be obliged to pay to the Supplier, in addition tothe Exchange Fee, the respective extra charges, should those apply,and any other related costs already arisen, the full Outright priceas agreed as the Exchange transaction shall automatically convertinto an Outright Sale. The Supplier shall be authorised to chargethe repair evaluation fee and the shipping costs for the BER coreunit as an addition to the Outright Sale Price.

10. Eachparty shall be responsible for taxes and obligations imposed bytheir own government with reference to the income, profits andassets attributable to the performance of Goods and Serviceshereunder.

4. Delivery(Terms of Shipment)

1. If nospecific means of transportation has been stipulated in theAgreement, the Supplier may at its sole discretion and at theexpense and risk of the Customer, choose the means oftransportation. 

2. Thedelivery rules stipulated in this article shall apply to thedelivery of all Goods (as well as the provision of Goods within theperformance of the Services) unless agreed otherwise in writing inthe particular matter.

3. OrderedGoods shall be shipped to the Customer under EXW rule in accordancewith "INCOTERMS". 

4. Partialdelivery shall be allowed as an exclusive right of the Supplier –the same rule shall apply for provision of Services (e.g. provisionof Goods on Exchange etc.).

5. TheSupplier will accompany Goods with shipping invoices. Shippinginvoice should contain the following data and statements:

   1. Agreement(Order) Number or similar specific identification;

   2. Consignee;

   3. P/N, S/N(if applicable), Description;

   4. Quantityof Items;

   5. Currency;

   6. ActualPrice of the Goods for Customs purposes (if applicable). 

6. Goodsshipped by the Customer shall be delivered to the premises of theSupplier or a different place agreed between the Parties in writing“EXW” (DAP) in accordance with "INCOTERMS".

5. TransportRegulations, and Licences

1. TheCustomer acknowledges that the Goods and Services may be subject toexport control laws and regulations, and any supply, use, disclosureor diversion of such Goods and/or Services contrary to such laws andregulations is strictly prohibited. 

2. TheSupplier shall not be responsible for obtaining import and exportlicenses or official approval of the Goods and the Customer ishereby indemnifying and holding the Supplier harmless against anylosses, damages, fees or monetary sanctions imposed as a result ofthe Customer’s failure to comply with any applicable exportcontrol law or regulation. 

3. WhereGoods are consigned by the Customer to the Supplier, save in casethe Supplier acquires ownership thereof, the Supplier shall have ageneral and particular lien over such Goods for all claims againstthe Customer until all claims of the Supplier will have been dulysatisfied.

4. Wheneverany Goods or Services are subject to export control procedures, theSupplier shall not be liable for government actions which impact theSupplier’s ability to perform its obligations, such proceduresbeing, but not limited to:

   1. Refusalto grant an export or re-export license, 

   2. Cancellationof an export or re-export license and

   3. Delaysin delivery dates due to license handling. 

6. Price

1. The priceinformation shall be specified in the currency of EUR/USD/GBP/CZK.The Customer bears the risk of changes in currency conversion rates.

2. Theparticular price of the Goods and Services shall be determined bythe respective accepted Order and shall correspond with theSupplier's quote (exclusive of VAT) during the quote’s validityterm. Should the Goods not be available at the ordered price theSupplier notifies the Customer and keeps the Order pending untilfurther instructions are received.

3. If theSupplier is obliged to undertake additional activities notanticipated when a quote was given, namely as result of a change inthe (inaccurately provided) requirements by the Customer, theSupplier shall be entitled to make further change to the quotedprice accordingly to the cost of such additional requirements. Suchprice changes shall not constitute any right of the Customer toterminate the Agreement.

7. Payments

1. Anypayment documents such as proforma invoices or invoices(collectively hereinafter “Invoices”)are issued by the Supplier in electronic form (PDF file), which theParties agree to expressly, and those are to be delivered via email.

2. TheCustomer shall pay each Invoice submitted by the Supplier in fulland without deduction or set-off within the period stipulated in therespective Invoice, and if not included then 14 days following theissuance thereof. The Supplier reserves the right to commenceperformance of the Agreement after payment of the issued Invoice orpayment in the form of credit.

3. Thepayment shall be executed by the Customer in the currency quoted inthe respective Invoice. All costs associated with payment of anInvoice shall be borne by the Customer. Should charges applythat would exceed the original Invoiced sum, a separate Invoiceshall be issued by the Supplier – art. 7.2 in fine hereof shallapply adequately.

4. Shouldthe Customer get into default with any payment to the Supplier, theSupplier shall be entitled to claim the Customer (i) cost of paymentreminder (not less than 10 EUR) and a contractual penalty computedof the basis of 0.1 % of the sum owed per each commenced day ofdelay. The Supplier shall be entitled to compensation for damagesarising from the Customer's failure to fulfil a monetary debt evenif it is covered by a contractual penalty.

5. TheCustomer is entitled to return a defective Invoice to the Supplierbefore the due date without being in default. The Supplier shall beobliged to correct the Invoice by law or issue a new Invoice with anew due date. If the Invoice is not found defective, the originaldue date of the Invoice shall apply.

6. The dateof payment is the date of crediting the Supplier’s account withthe whole amount due.

8. Riskand Title

1. The riskof loss or damage to the Goods if caused while the Goods were in thepossession of the respective Party shall always remain with theParty who was in possession or who has arranged the transport of theGoods, in case the carrier of the Goods is not found liable.

2. Everyprecaution shall be taken by the Parties to have the Goods securelyand properly packed and wrapped to withstand storage, overseas andoverland transport and transhipment by cranes (forklift) and/orother means, in accordance with ATA 300 and IATA regulations.

3. Should theAgreement consist in a delivery of Goods by the Supplier to theCustomer (including supply of an Exchange Unit on Exchange), titleto and ownership of the Goods shall remain with the Supplier untilSupplier has received from the Customer full payment in accordancewith the terms hereof. In the event the Customer does not providepayment in accordance with the terms hereof by the due date of therespective invoice, the Supplier reserves full legal andownership rights to the Goods and has the right to either repossessthe Goods at the Customer’s expense and/or reclaim the respectiveGoods upon Supplier’s written request and that the Customer shallprovide the Supplier with any necessary assistance in order tofacilitate such reclamation from the pertinent end user. Thisprovision shall also apply mutatis mutandis in the event ofwithdrawal from the Agreement pursuant to Art. 12 hereof.

9. Warranty

1. The rightsand obligations of the Parties regarding rights from defectiveperformance shall be governed by the applicable generally bindingregulations, unless agreed otherwise by the Parties.

2. TheSupplier warrants that all Services rendered by the Supplier underthe Agreement shall be free from defects in workmanship under theconditions stipulated herein. For the purpose of this, the extent ofthe Supplier’s liability under this warranty is limited to theremedies stipulated in the section 9.5.

3. Quality ofGoods shall be in full compliance with the technical conditions andregulations that are foreseen by OEM or by other regulations withregards to respective type of technologies. All warranties given tothe Supplier shall be passed to the Customer.

4. Warrantyclaims must be reported to the Supplierwithout any delay upon discovery and received by the Supplier inwritten form (including emails, scanned documents), otherwise theymay be rejected without any remedy to be provided to the Customer. 

5. Standardwarranty includes the following:

1. In case ofnew Goods supplied by the Supplier the Customer shall be entitled tosuch assignable benefits of those warranties or guarantees (if any)as have been given to the Supplier by the manufacturer.

2. In case ofany used, second-hand, overhauled or reconditioned Goods theCustomer shall be entitled to the benefits of such assignablewarranties or guarantees (if any) as have been given to the Supplierby the contractual partner thereof. 

6. TheSupplier encloses appropriate documents with warranty confirmationto each item shipped or by request of the Customer. Non-enclosing ofsuch documents do not constitute breach of an Agreement.

7. Warrantyshall apply solely to defects occurring under proper use of Goodsand shall not apply to regular wear and tear. Should afailure/defect of a delivered Goods occur within the warrantyperiod, the Customer shall notify the Supplier of the occurrence andthe nature thereof in writing without undue delay. Should thefailure be covered by the warranty hereunder, the respective itemshall be delivered by the Customer to the Supplier for inspection.The Supplier shall provide a statement regarding the defective itembased on the examination thereof within a reasonable period of time.

8. Shouldthe warranty claim of the Customer be found legitimate, a remedy inaccordance herewith as agreed upon by the Customer and the Supplierbased on the circumstances of the relevant case, shall be providedto the Customer within a set period of time. The Supplier shall dealwith legitimate warranty claims by repairing the Goods or a refundor a replacement item at the Supplier's expense. 

9. Warrantyshall not apply, among other cases, if the total price of the Goodsand Services together with any other charges applicable hereunderhave not been paid by the Customer by the due date of the respectiveInvoice.

10. Goodssupplied by the Supplier which failed or became defective as aresult of mishandling, improper operation, faulty maintenance,incorrect installation, unapproved alterations or abuse on otherpart than that of the Supplier, not depending on whether the failurewas fixed during a flight or not, will be charged to the Customeraccording to a services report. Should an item prove to be defectless, i.e. "no fault found", after careful inspection andtesting at an authorized repair station, the Customer shallreimburse the Supplier for all costs borne by the Supplier withrespect to the particular item (e.g. costs of the shipment of theitem, costs of the inspection by the respective repair shop etc.).The Customer is entitled to request a reasonable advance payment asa services fee in specific cases as the prerequisite “no faultfound” case.

10. Limitationof Liability

1. TheSupplier shall not be liable to the Customer (including but notlimited to negligence) for any consequential or indirect loss orloss of profit incurred by the Customer in relation to the supply ofthe Goods or the provision of the Services. 

2. TheSupplier’s total liability to the Customer for any default act oromission in connection with any Agreement shall be limited to thecosts paid to the Supplier pursuant to the Agreement, with theexceptions specified in Section 2898 of the Czech Civil Code. 

3. Underno circumstances shall the Supplier be liable for any recommendationor report provided whether the Customer gives instructions to athird party to carry out these recommendations or acts upon thereport. 

4. Warranties,representations, guarantees and/or proposals or other terms andconditions of any nature shall be binding solely when mutuallyagreed upon in writing. 

5. Notwithstandingany other provision hereof, the Supplier shall under nocircumstances be liable in respect of any claim of any kind andregardless of the nature of the cause of the action giving risethereto, suffered or incurred by the Customer unless written noticeof such claim, including full particulars thereof, is received bythe Supplier within 1 month from the date, on which the event,matter or circumstance giving rise to the claim did occur.

6. TheCustomer shall, except in case of wilful misconduct and/or grossnegligence of the Supplier, be solely liable for – and indemnifyand hold harmless the Supplier from and against – all liabilities,claims, losses, damages, costs, fees, monetary sanctions, andexpenses related to 

1. successfullyestablishing the right to indemnification (including reasonablelegal expenses and attorneys’ fees), 

2. injury toor death of any person, and/or 

3. loss ofand/or damage to any property (including the aircraft in connectionwith which the Goods and Services are provided), and/or 

4. loss ofuse thereof,

5. arisingout of, caused by or in any way connected with Customer’s use ormisuse of any Products and Services, 

6. as well asarisen in connection with:

7. theCustomer’s failure to comply with any applicable law or regulation(including export control law and regulation); or 

8. theCustomer not complying with the conditions of the Terms andConditions. 

11. Forcemajeure

1. Neitherthe Supplier nor the Customer shall bear responsibility for thecomplete or partial non-performance of any of its obligationsresulting from such circumstances as flood, fire, earthquake, andother natural calamities as well as war, sanctions or militaryoperations, pandemics or other circumstances beyond control of theParties that arise during the term of the Agreement.

2. Ifany of such circumstances directly affects the performance ofobligations in the period stipulated in the respective Agreement,such period shall be extended correspondingly for a period duringwhich such circumstances last.

3. Theparty whose performance of the Agreement is affected by forcemajeure is obligated to notify the other party in writing of thebeginning, expected duration and cessation of the abovecircumstances immediately, however, not later than 15 days from thetime of the beginning and cessation thereof. 

4. Ifthe impossibility of complete or partial performance of anobligation lasts for more than 1 month, both Parties shall have theright to cancel the respective Agreement in whole or partiallywithout the obligation to indemnify the possible losses (includingexpenses) of each other notwithstanding the duty to provide a duepayment for the Goods delivered and Services provided.

12. Termination,results of breach of contract, return of the Goods

1. TheAgreement shall come into effect on the date, on which the relevantOrder is accepted by the Supplier and will remain in full force andeffect until fulfilment/the expiry of the term unless terminatedearlier in accordance herewith.

2. TheSupplier shall be entitled to postpone performance of the Agreementif the Customer: 

   1. failsto make on time or suspends any payment arisen from the Agreementin full; 

   2. shallbe found in the conditions for termination of the Agreementstipulated in 12.3 or 12.5;

   3. failsto remedy any breach of its other obligations hereunder within 15calendar days of the Customer having received the Supplier’swritten notice of such breach;

   4. failsto preserve and protect Confidential Information (see Art. 13)disclosed by the Supplier;

   5. makesor furnishes to the Supplier any false, misleading or otherwisematerially inaccurate warranties, representations or information. 

3. TheSupplier shall be entitled to terminate the Agreement with immediateeffect by giving notice to the Customer in any of the followingcircumstances:

   1. anymonetary obligation of the Customer to the Supplier remainsunfulfilled upon the expiry of 14 days from the due date forpayment;

   2. theCustomer commits a material breach of any of the provisions hereof,which fails to remedy within the additional period specified in therequest for remedy, not less than 7 days of the delivery of suchrequest;

   3. apetition is filed or a resolution is passed or adopted for thewinding up of the Customer (otherwise than for the purposes of andfollowed by an amalgamation or reconstruction previously approvedin writing), or if a petition is presented for the appointment ofany administrator or liquidator (and is not discharged within 14days) or if a receiver or administrative receiver is appointed withregard to the Customer, or an encumbrancer takes possession of thewhole or any part of its undertaking or assets, or if the Customerbecomes insolvent, or if any analogous event shall occur in anyterritory to whose jurisdiction the Customer is subject; or

   4. anydistress or execution is levied on any of the assets of theCustomer (and is not discharged within 14 days), or if any judgmentfor a monetary sum be given against it and is not paid out within14 days, or if any analogous event shall occur in any territory towhose jurisdiction the Customer is subject; or

   5. theCustomer ceases or threatens to cease, or in the reasonable opinionof the Supplier is likely to cease, to continue the whole or anyrelevant part of its business or trade.

4. TheSupplier shall be entitled to terminate the Agreement with immediateeffect without giving prior notice in case of violation or evenreasonable suspicion or threat of breach of the Export Complianceand End Use document signed by the Customer and/or in case of thecooperation of the Customer with areas with existing public exportrestrictions and to entities affected by international sanctionsoccurs anytime during the duration of the respective Agreement.

5. TheCustomer shall not be entitled to cancel the Agreement in full orpartially without the prior written consent of the Supplier.Should the Supplier grant a written consent to the cancellationand returning of the respective Goods, such Goods are to be returnedto the respective warehouse designated by the Supplier within 14days from Supplier’s consent to the return, unused in aserviceable condition accompanied by an un-used statement issued bythe Customer. In such case, the Exchange Fee/s plus shipment costsor other related fees shall remain payable. All damages (includingdefects found during re-certification process), re-certification feeand other related costs as well as the re-stocking fee may beinvoiced to the Customer or deducted from the credit note to beissued by the Supplier with respect to the return of the Goods, upondiscretion of the Supplier. The Supplier reserves the full right torefuse the return of the Goods. The Customer shall indemnify theSupplier in full against all loss, costs and expenses incurred bythe Supplier as a result of any cancellation or reduction.

13. Confidentiality

1. Byvirtue of the Agreement, the Supplier and/or the Customer may haveaccess to information that is confidential to either or both.Confidential information stated in this article refers particularly,but not limited, to any: 

   1. confidential,proprietary, or trade secret information;

   2. tangibleitems containing, conveying, or embodying such information, and

   3. toolingobtained from or belonging to the other in connection with theAgreement or any work order information received by either party inconnection with the Agreement including but not limited to costs,scope of Services, legal provisions etc.

(hereinafteras the “Confidentialinformation”).

2. TheParties agree to hold each other’s Confidential information inconfidence. The Parties agree not to use each other’s Confidentialinformation for any purpose other than the implementation of theAgreement. Neither Party shall disclose any Confidentialinformation and both Parties shall take reasonable precautions toensure that none of its directors, officers, employees, agents orany related person discloses any term hereof or of any otherdocuments or any Confidential information belonging to any otherParty except where:

   1. suchinformation is or become a part of the public domain through no actor omission of the other Party; or

   2. suchinformation is in the other Party’s lawful possession prior tothe disclosure and was not obtained by the other Party eitherdirectly or indirectly by the disclosing Party;

   3. suchinformation is lawfully disclosed to the other Party by a thirdparty without restriction on disclosure;

   4. suchinformation is independently developed by the other Party;

   5. disclosureis required by law or by other regulatory authority or any legal orregulatory proceeding or court order with whose instruction theParties have to comply with.

14. PrivacyPolicy & GDPR

1. Duringthe performance of the Agreement, each party may collect, store anduse several categories of personal data related to the other party’srepresentatives, employees, agents or other persons representingthis party. The data may be collected from the other party ordirectly from the data subject. The processing of the personal dataof the above data subjects is necessary in order to allow theParties to enter into and perform the Agreement. 

2. TheSupplier and Customer do undertake to perform personal dataprocessing in accordance with GDPR. Each party is independentlyliable for observing the applicable legal requirements for thelawful processing of personal data in the context of its activitiesundergone for the purposes of the Agreement. 

3. Insofaras any of the Parties would at any time act as a data processor inthe context of the Agreement as per the applicable data protectionlaws (including needs to transfer personal data to a third party),the Parties shall enter into a data processing agreement (inaccordance with the legal requirements of Art. 28 of the GeneralData Protection Regulation (EU) 2016/679 (“GDPR”)mutually or with the third party. The Parties always take thenecessary measures, in order to ensure legal compliance with respectto such data processing.

4. Moredetails on the Supplier’s Privacy Policy can be found by visitingthe website of the Supplier www.apram.cz. 

15. Notices

1. Allnotices (including technical and commercial Customer complaints),Invoices, quotes, Orders under these Terms and Conditions shall besent by email or eventually in specific case by registered mail(certified and return receipt required) to the contact e-mailaddress of the other party stipulated in the Agreement. 

2. Incase of delivery by registered mail or courier, notices shall beeffective after receipt by the recipient. In case of emailcommunication, a notice shall be deemed received upon confirmationof the receipt by the recipient. In case of doubt a notice is alwaysdelivered the 5th working day following the demonstrable dispatchthereof to the appropriate address stipulated in the Agreement or inthe evidence of the respective party. Delivery of an executed noticeby email in accordance herewith shall be deemed equivalent to thedelivery of an originally executed counterpart. 

3. TheCustomer shall be responsible for the accuracy and truthfulness ofall data provided by them regarding the Order and the performance ofthe Agreement. The Customer undertakes to notify the Supplierimmediately of any changes concerning its business authorisation aswell as limitation of such authorisation, material sanctions,business restrictions, tax obligations (in particular, changes toits tax identification number and tax administrator), its validaccount and bank account, threats to its creditworthiness (includingthe ordering of execution) and/or the emergence of insolvency, ordesignation as an unreliable VAT payer (relevant solely under theCzech tax jurisdiction). In the event of the ordering of executionon the Customer's property or the emergence of insolvency of theCustomer, all claims of the Supplier against the Customer shallbecome due and payable on the date on which the Supplier becomesaware of any of the above, which shall be notified to the Customerby email.

4. Any changein other contacts differs from those mentioned in 15.3 hereof shallbe informed within 7 days after the change to the other party. Ifthe party does not inform the change in due time, any notice sent tothe previous contact shall be deemed duly given.

16. GoverningLaw and Jurisdiction

1. TheseTerms and Conditions and every Agreement concluded between theSupplier and the Customer shall be governed by Czech legislationregardless of the territorial scope of performance of the Agreementand/or the place of business or seat of the Customer. These Termsand Conditions take precedence over those provisions of legalregulations that are not of a coercive (mandatory) nature.

2. Shouldany dispute arising from the Agreement not be resolved amicably,such dispute shall be submitted to the District Court in Prague10 and the Supplier and the Customer agree by the execution of theAgreement to be bound by the jurisdiction of Czech courts. 

17. Finalprovisions

1. TheCustomer shall not be entitled to assign an Agreement or any partthereof to a third party without the prior written consent of theSupplier.

2. Anyfailure, delay or indulgence on the part of the Supplier inexercising any power or right conferred hereunder shall not beconstrued as a waiver of such power or right nor preclude theexercise of any other right or remedy hereunder, and shall bewithout prejudice to the legal rights of the Supplier and theobligations of the Customer shall continue to exist in full forceand effect.

3. Ifany provision hereof is declared ineffective, invalid orunenforceable in whole or in part, the validity of the otherprovisions hereof shall not in any way be affected.

4. Nothingin these Terms and Conditions shall be interpreted or construed tocreate a partnership, agency or joint venture between the Supplierand the Customer. 

Issued:September 1^st,2025

APRAMAerospace s.r.o.