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GENERAL TERMS AND CONDITIONS OF SALE
AIR COST CONTROL
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12/04/17
1. GENERAL
1.1 A2C’s Conditions of Purchase shall exclusively apply to all supplies and services provided by the Supplier. They apply to business transactions with business entities, legal public entities and trusts governed by public law.

1.2 Any conditions of the Supplier which are contrary to or different from A2C’s Conditions of Purchase shall not be valid unless they have been expressly acknowledged by A2C in writing.

1.3 These Conditions of Purchase shall also apply without the need for express agreement to all future business dealings between the Parties including where A2C is aware of the Supplier’s conditions which are contrary to or different from A2C’s Conditions of Purchase and accepts the supply or service without any reservations.

1.4 Individual agreements entered into with the Supplier in particular cases (including side letters, supplements and amendments) shall in every case take precedence over these Conditions of Purchase. For the content of such agreements, subject to evidence to the contrary, a written contract or our written confirmation shall be decisive.

1.5 Legally relevant declarations and notifications which are to be delivered to us by the Supplier following conclusion of the contract (e.g. notice of deadlines, warnings, declaration of rescission), must be made in writing in order to be valid.

1.6 If the written form is required in these conditions it shall also be satisfied by transmission using fax or electronic means.

2. ORDERS
2.1 The extent of the Supplier’s service obligations shall be determined by A2C’s order, unless the Parties agree otherwise. The order contains a full description of the goods to be delivered together with the price and binding delivery date.

2.2 A2C’s purchase order shall remain valid for seven (7) working days from the date of the order. The Supplier is obliged to confirm our in writing within the above deadline. Any confirmations of orders that A2C receives after the expiry of this limit or that differ from the order will constitute a new offer re-quiring the acceptance of A2C. The Supplier must expressly point out any deviation from the order in writing.

2.3 Call-offs from A2C become binding if the supplier does not object in writing within three (3) working days upon receipt.

3. PRICING, CONDITIONS OF TRANSPORT AND PAYMENT
3.1 The price specified in the order shall be binding. Included in the price is statutory value added tax, unless this is separately shown.

3.2 Unless otherwise agreed, the price shall include all transport or delivery costs as well as packaging. Any other costs or charges arising shall be borne by the Supplier. Transport and shipping respectively shall be at the risk of the Supplier (unless A2C itself carries out the transport).

3.3 Unless otherwise agreed in writing, payment of the purchase price, if made by A2C within 14 days calculated from the date of delivery and receipt of the invoice, shall be at a discount of 3 %, and if made within 30 days of date of the invoice, shall be at the stated net price.

3.4 Invoices of the Supplier shall be submitted in duplicate. The Supplier is obliged to state on all invoices, despatch papers and delivery notes the order number, the order date, the respective parts ordered and its supplier number from A2C. To the extent that this is not done, A2C shall not be responsible for resulting delays (e.g.in payment).

3.5 The Supplier is not entitled to assign claims against A2C to any third parties unless they result from deliveries with extended retention of title or A2C expressly agrees with the assignment in writing.

3.6 A2C shall retain any statutory rights of set-off or rights of retention as well as the defence of lack of performance of the contract. The Supplier is only entitled to set-off or retention if its counter claims are undisputed, have been acknowledged by A2C or determined by the courts.

3.7 The INCOTERMS shall apply in the version effective at the time of conclusion of the contract.

4. DELIVERY TIME, DELAYED DELIVERY, FORCE MAJEURE
4.1 The delivery time stated in the purchase order shall be binding. Any specified delivery deadlines commence from the date of the purchase order. Should the Supplier discover that he is not in a position to comply with the delivery date, A2C must be immediately notified in writing, without prejudice to any claims of A2C resulting from such delay.

4.2 Partial delivery or performance is only permissible with A2C’s consent.

4.3 In the event of a delay on the part of the Supplier, A2C is entitled to demand damages for delay; this includes the right to demand any damages for A2C’s liability towards its clients if A2C cannot deliver in time due to the Supplier’s delay as well as contractual penalties customary within the industry that A2C has to pay to its clients due to the delay. Any further statutory claims of A2C shall remain unaffected.

4.4 If the expected damages for delay exceed the costs for a replacement purchase, A2C is entitled to revoke the contract to the extent of the delayed delivery and to purchase the product elsewhere without having specified an additional period for performance. The Supplier shall bear the additional costs arising. Any further statutory claims of A2C remain unaffected.

4.5 If in individual cases the parties have agreed on a delivery by a fixed date (Fixgeschäft) and if the Supplier does not deliver in time A2C is entitled to revoke the contract and demand damages in lieu of performance without having specified an additional period for performance. Other statutory rights and the right of A2C to continue with the contract shall remain unaffected.

4.6 In the event of a force majeure such as war, transportation or operational disruption, industrial action, unforeseeable currency or exchange rate hindrances or other obstruction for which A2C is not responsible, A2C is entitled to require performance of the contract at a later date without any claims for damages arising on the part of the Supplier. In the event that the obstruction to delivery is not only temporary or that the obstruction due to force majeure continues more than two (2) months A2C is entitled to terminate without any claims for damages arising on the part of the Supplier; without prejudice to any statutory rights of rescission of the Parties.

4.7 If the market situation in relation to the situation at the time of the conclusion of the Agreement should change and A2C is affected in a considerable way such that the execution of the Agreement is no longer reasonable for A2C, the Supplier shall negotiate with A2C on a reasonable adjustment to the Agreement.

5. INSPECTION FOR DEFECTS AND SHELF LIFE
5.1 Following receipt of the goods, A2C is obliged within a reasonable time period to examine the goods for any obvious deviations as to quality and quantity and, if defects are apparent, to notify the Supplier without delay.

5.2 Unless in case of an obvious defect, the notice of defects by A2C shall be deemed to be given in good time if submitted without delay after the discovery of the defect or receipt of the notice of defects from the second buyer respectively.

5.3 A2C is entitled to check for any variations in the quality or quantity of the goods by means of taking significant random samples, provided this corresponds with the regular course of business as well as the nature and extent of the delivery. If the result of the sample tests reveals a defect as to the quality or quantity of the goods, A2C is entitled to enforce its warranty for defects in relation to the entire delivery.

5.4 If products have a limited shelf life the Supplier shall only deliver products to A2C with a remaining shelf life of at least 80 % at the date of delivery unless otherwise specified in writing between the Parties.

6. QUALITY ASSURANCE AND SPECIAL REQUIREMENTS PURSUANT TO DIN EN 9120
6.1 The goods supplied must correspond with the respective domestic and foreign statutory provisions which are in force, regulations and directives of public authorities, government safety organisations and trade associations, and with the latest technology as well as the specifications, data, standards and quality requirements set out in the purchase order. The goods supplied shall in particular correspond with the respective provisions for export control (in particular ITAR, EAR and those of the EU) as well as with the respective environmental provisions (in particular the Restriction of Hazardous Substances Directives 2002/95/EC (RoHS 1) and 2011/65/EU (RoHS 2) in its currently effective version and Delegated Directives of the Commission and the national provisions based on these Directives as well as the Regulation EU No 1907/2006 (REACH)). The Supplier is obliged to advise A2C in writing of possible limitations on use and declaration duties for the supplied goods.

6.2 In order to fulfill and to implement the quality standards for aviation distributors according to DIN EN 9120 in the version effective at the time of conclusion of the contract the following provisions shall apply. A2C shall in each individual case ensure the adequacy of requirements according to this clause 6.2 and its subclauses as well as their execution.

6.2.1 A2C reserves the right to request depending on the product the compliance with the following requirements:
- Requirements for approval of products, procedures, processes and equipment
- Requirements for qualification of personnel
- Quality management system requirements
- Requirements for a certificate of conformity, test reports and/or airworthiness certificate
- Requirements for design, test, inspection, verification, use of statistical techniques for product acceptance and related instructions for acceptance by A2C.

Furthermore, A2C reserves the right to set requirements regarding:

- The identification and revision status of specifications, drawings, process requirements, inspection/verification instructions and other relevant technical data.

6.2.2 As far as the obligation to make the relevant documentation available under clause 6.2.1 does not apply the Supplier shall make available to A2C all documentation necessary for A2C upon first demand. This includes in particular – to the extent available for the respective product - descriptions, specifications, certificates, test records and reports, operating and maintenance guidelines, drawings, airworthiness certificates, other necessary approvals of the products, proofs of qualification of personnel and of quality management. In any case the Supplier shall make available to A2C at the latest by delivery a certificate of conformity (coc) according to the applicable Directives of the European Union or other statutory provisions.

6.2.3 The Supplier shall retain the relevant docu-mentation regarding a delivered product for a period of 10 years from delivery, unless another period is usual for corresponding products.

6.2.4 Any modification of the product, the production process or the production facility, any change in the source of the goods to be supplied as well as the involvement or the change of any subcontractors/sub-suppliers shall be notified to A2C in writing and requires the express written consent of A2C. Furthermore, the Supplier shall notify to A2C nonconforming products and product recalls as quickly as possible.

6.2.5 The Supplier shall only employ such employees for services in relation to A2C who have the required qualification. Upon request the Supplier shall make corresponding proof available to A2C.

6.2.6 Employees or representatives of A2C or its customers as well as representatives of public authorities have after notice access to all applicable business premises and working areas of the Supplier at all times during regular business hours for auditing purposes or to verify legal requirements. They may inspect all order-related documents. The Sup-plier may refuse the inspection of documents to the extent that business secrets of the Supplier are affected.

6.2.7 The Supplier shall impose the requirements and obligations according to this clause 6.2 and its subclauses as well as the customer requirements communicated to the Supplier by A2C on its subcontractors and subsuppliers. The Supplier shall commit its subcontractors and subsuppliers to flow down the requirements to the supply chain.

7. WARRANTY
7.1 Statutory warranty claims due to material or legal defects shall be fully available to A2C at all times.

7.2 In the event of a breach of warranty, the Supplier is obliged to bear all necessary costs to remove the defect in question or to replace the defective goods. These shall include disassembly and reassembly costs. The Supplier is also obliged to bear such costs that are caused or increased because the subject has been moved to another place than A2C’s place of business.

7.2.1 Any treatment or processing of the retained goods shall take place for A2C as manufacturer within the meaning of § 950 German Civil Code, without any obligation on A2C's part. Treated and processed goods shall be deemed retained goods. If the Purchaser carries out any treatment, processing, combination or mixing of the re-tained goods with goods from another source to make a new item or mixed item respectively, A2C is entitled to co-ownership in proportion to the invoice value of the retained goods at the time of delivery as against the value of the other processed or mixed goods. The part that is co-owned shall be deemed to be retained goods.

7.3 A2C has an absolute unqualified right to claim compensation for damages including those arising from breaches of collateral duties.

7.4 Claims in relation to defects are subject to a limitation period of 24 months after delivery of the goods to the customer from A2C, but at the latest within three years calculated from the passing of risks. Claims for product liability remain unaffected. They shall be subject to statutory limitation periods and shall be extinguished according to statutory regulations.

8. LIABILITY
8.1 Upon A2C’s first demand, the Supplier holds A2C free in respect of all third party claims that are raised against A2C by reason of a breach of an obligation on the part of the Supplier, in particular due to material or legal defects, provided that and to the extent that the Supplier is obliged to compensate A2C as per their internal relationship. The Supplier shall reimburse A2C for all necessary expenses incurred by A2C owing to breaches of obligations on the part of the Supplier, in particular material or legal defects.

8.2 If A2C is held liable for a producer and/or product liability claim due to a fault in an item delivered by the Supplier, the Supplier must hold A2C free upon A2C’s first demand for the liability resulting from the fault insofar as the cause of the fault originates from the Supplier’s sphere of control and organization and the Supplier is liable in relation to third parties.

8.3 In the context of liability for damages under clause 8.2 above, the Supplier is also obliged to reimburse any necessary charges arising out of or in connection with A2C’s recall of the goods. A2C shall - in so far as it is possible and reasonable - inform and provide the Supplier with the opportunity to comment on the content and extent of the recall measures to be implemented.

8.4 The Supplier is obliged to maintain sufficient product liability insurance. The level of A2C’s claims for compensation shall not be limited by the coverage of the third party insurer.

8.5 A2C’s further claims for damages shall remain unaffected.

9. RETENTION OF TITLE
9.1 A2C reserves the title to all items of A2C, which are in the possession of the Supplier. Any processing or conversion shall be carried out for A2C. If A2C’s goods are processed or mixed with items not belonging to A2C, A2C shall acquire coownership of the new item in proportion of the objective market value of the item to the other processed or mixed items at the time of the processing or mixing.

9.2 The transfer of ownership of the goods to A2C must be unconditional and regardless of the payment of the price. If in individual cases however A2C accepts an offer from the Supplier where transfer is conditional on the payment of the purchase price, the reservation of title of the Supplier shall cease at the latest upon the payment of the purchase price for the delivered goods. A2C also remains entitled, in the proper course of business prior to the payment of the purchase price, to re-sell the goods under assignment in advance of the claim resulting under this (alternatively, application of the simple reservation of title extended to the resale). Excluded thereby in any event are all other forms of reservation of title in particular a reservation of title which is extend-ed, transferred or prolonged until the further processing. In particular, there shall be no processing within the meaning of § 950 of the German Civil Code on behalf of the Supplier.

10. EXPORT CONTROL PROVISIONS
10.1 The Supplier declares that its company and employees do not appear on any of the cur-rent sanctions lists. The Supplier undertakes to ensure that within the operation of its company the Anti-Terror Regulations and other applicable national and international trade and embargo provisions are complied with. The Supplier must indicate to A2C in writing all orders, prohibitions and limitations in relation to the goods. The Supplier further undertakes to immediately inform A2C in writing of any positive findings following a review pursuant to the above lists and provisions.

10.2 The Supplier completely indemnifies A2C from all direct and indirect claims of third parties resulting from the insufficient implementation on the part of the Supplier of the measures required under statute for the combat of terrorism.

11. CONFIDENTIALITY
The Supplier is obliged to treat all technical and commercial information that becomes known to the Supplier from the relationship with A2C as a business secret. The obligation of confidentiality concerns all documents, drawings, drafts, patterns, models, tools and other information which the Supplier receives from A2C. They remain the exclusive property of A2C and may not be used nor be passed on to third persons without A2C’S consent. At A2C’S option they have to be completely destroyed and deleted or returned to A2C upon termination of the contract. A right of retention is excluded. The Supplier has to impose equal obligations on its employees and sub-contractors. The obligation of confidentiality and the prohibition of use are not applicable to such information that was already known to the Supplier or generally known upon conclusion of the contract or that later became generally known without a breach of contract of the Supplier.

12. PLACE OF PERFORMANCE, JURISDICTION, APPLICABLE LAW
12.1 The relationship between A2C and the Supplier shall be governed by German Law To the extent that the requirements of Art. 1, 3 of the CISG are complied with, the provisions of the CISG shall apply.

12.2 The place of performance for all obligations arising under the contract as well as the place of jurisdiction for any disputes arising directly or indirectly out of this contract is at the registered office of A2C. This jurisdiction provision shall also apply to any legal disputes over the existence and validity of all agreements between the parties as well as this clause. A2C is entitled however to bring an action against the Supplier before any other competent court.

12.3 Should any provision of these conditions of purchase or any provision in the context of other agreements be invalid or become invalid, the validity of the other provisions or agreements shall remain unaffected.

13. PRIORITY CLAUSE
In the event of discrepancies between the German and the English text, the German text takes priority.
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