General Terms and Conditions regard the supply and delivery of spare parts

I. Scope

Our General Terms and Conditions (“Terms and Conditions”) apply exclusively to all contracts with our Customers (“Customer” or “Buyer”) for the supply of spare parts. We do not recognize any deviating or supplementary terms and conditions of the Customer. Our Terms and Conditions shall also apply if we perform the service without reservation in cognizance of deviating or supplementary terms and conditions of the Customer.

II. Offer and Conclusion of Contract

1. Our offer prepared for the Customer, including price quotation, does not constitute a binding offer to conclude a contract. By submitting the offer signed by the Customer, the Customer submits a legally binding offer. The Customer is bound to this offer for three weeks from receipt. A contract is only concluded when we declare our acceptance or commence performance.

2. Our terms and conditions also apply to all future contracts with the Customer within the framework of the existing business relationship.

III. Delivery, Transfer of Risk, Acceptance

1. Delivery shall be ex warehouse, which is the place of performance for the delivery and any supplementary perfor-mance. At the request and expense of the Buyer, the goods shall be shipped to another destination (sale by dispatch). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.

2. The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer at the latest upon handover. In the case of a purchase by mail order, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already pass upon delivery of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment. If a formal acceptance has been agreed, this shall be decisive for the transfer of risk. The statutory provisions of §§ 631 ff. BGB (German Civil Code) shall also apply accordingly to any formal agreed acceptance. If the Buyer is in default of acceptance, this shall be deemed equivalent to handover or acceptance.

IV. Prices and Terms of Payment

1. Unless otherwise agreed with the Customer, our prices are net prices in the currency stated in the offer, for delivery ex works (EXW – INCOTERMS 2010). If VAT is incurred, it shall be shown on the invoice at the rate applicable on the date of invoicing.

2. Unless otherwise agreed, payments must be made within 10 days of the invoice date. If the Customer fails to pay by the due date, the outstanding amounts shall bear interest on arrears at a rate of 9 percentage points p.a. above the base interest rate from the due date. The right to claim higher interest and further damages in the event of default remains unaffected.

3. If the VAT has not been charged and it subsequently transpires that the VAT should have been charged, we shall be entitled to claim the VAT subsequently. Our right to demand subsequent payment shall expire three years after the end of the year in which the relevant delivery or service was provided by us.

4 We reserve the right to change the offered price due to currency fluctuations if either the currency shown in the offer is US dollars or procurement purchases are not made in Euros.

5. If import duties or punitive duties are levied on the manufacturer’s catalog price, these shall be borne by the Customer even if they were not included in the offer.

6. Unless we agree otherwise with the Customer, the Customer is obliged to pay invoice amounts without deduction by bank transfer free of charge to one of our accounts immediately after receipt of the invoice. As a matter of principle, we charge partial payments in accordance with the payment plans agreed in the offer.

7. Credit cards are only accepted for payment if they have been scanned on a card reader on site.

8. The Customer may only offset if his counterclaims have been legally established or are undisputed. This shall also apply to the assertion of rights of retention and rights to refuse performance by the Customer.

V. Retention of Title

1. We reserve title to the goods until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims).

2. The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The Buyer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties have access to the goods belonging to us (e.g. seizures).

3. In the event of breach of contract by the Buyer, in particular in case of non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for the return of the goods does not at the same time include the declaration of withdrawal; we are rather entitled to demand only the return of the goods and to reserve the right to withdraw from the contract. If the Buyer does not pay the purchase price due, we may only assert these rights if we have previously set the Buyer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.

4. Until revoked in accordance with (c) below, the Buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition:

a) The retention of title shall extend to the full value of the products resulting from the processing, mixing or combining of our goods, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.

b) The Buyer hereby assigns to us by way of security any claims against third parties arising from the resale of the goods in total or in the amount of our possible co-ownership share in accordance with the above paragraph. We herewith accept the assignment. The obligations of the Buyer mentioned in paragraph 2 shall also apply with regard to the assigned claims.

c) The Buyer shall remain authorized to collect the claim in addition to us. We undertake not to collect the claim as long as the Buyer meets his payment obligations to us, there is no deficiency in his ability to pay and we do not assert the retention of title by exercising a right in accordance with paragraph 3. If this is the case, however, we can demand that the Buyer informs us of the assigned claims and the identity of the debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case, we are also entitled to revoke the Buyer’s authorization to resell and process the goods subject to retention of title.

d) If the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the Buyer’s request.

VI. Warranty for Defects

1. The statutory provisions shall apply to the rights of the Buyer in the event of material defects and defects of title (including incorrect delivery as well as improper assembly/installation or defective instructions), unless otherwise specified below.

2. The basis of our liability for defects is above all the agreement reached on the quality and intended use of the goods (including accessories and instructions).

3. All product descriptions and manufacturer’s specifications which are the subject of the individual contract or which were made public by us at the time of the conclusion of the contract shall be deemed to be a quality agreement in this sense.

4. If the quality has not been agreed, it shall be assessed in accordance with the statutory provisions whether a defect exists or not (§ 434 (3) BGB). Public statements made by the manufacturer or on its behalf, in particular in advertising or on the label of the goods, shall take precedence over statements made by other third parties.

5. We shall not be liable for defects which the Buyer is aware of or if he is grossly negligent in not being aware of when the contract is concluded (§ 442 BGB). Furthermore, the Buyer’s claims for defects presuppose that he has complied with his statutory inspection and notification obligations (§§ 377, 381 German Commercial Code). If a defect becomes apparent upon delivery, inspection or later, we must be notified of this in writing without delay. In any case, obvious defects must be reported in writing within 5 working days of delivery and defects not recognizable during the inspection within the same period from discovery. If the Buyer fails to carry out the proper inspection and/or report defects, our liability for the defect not reported or not reported timely or not reported properly shall be excluded in accordance with the statutory provisions. In the case of goods intended for assembly, mounting or installation, this shall also apply if the defect only became apparent after the corresponding processing as a result of a breach of one of these obligations; in this case, the Buyer shall in particular have no claims for reimbursement of corresponding costs (“removal and installation costs”).

6. If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). If the type of subsequent performance chosen by us is unreasonable for the Buyer in the individual case, he may reject it. Our right to refuse subsequent performance under the statutory conditions remains unaffected.

7. The Buyer must give us the time and opportunity required for the subsequent performance owed, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the Buyer shall return the defective item to us at our request in accordance with the statutory provisions; however, the Buyer shall not be entitled to return the item. Subsequent performance shall not include the dismantling, removal or disassembly of the defective item or the installation, attachment or assembly of a defect-free item if we were not originally obliged to perform these services; the Buyer’s claims for reimbursement of corresponding costs (“dismantling and assembly costs”) shall remain unaffected.

8. We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs as well as any dismantling and installation costs, in accordance with the statutory provisions and these Terms and Conditions, if a defect actually exists. Otherwise, we may demand compensation from the Buyer for the costs incurred as a result of the unjustified request to remedy the defect if the Buyer knew or could have recognized that there was in fact no defect.

9. If a reasonable deadline to be set by the Buyer for subsequent performance has expired unsuccessfully or is dispensable in accordance with the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions. In the case of an insignificant defect, however, there is no right of withdrawal.

VII. Other Liability

1. We shall be liable for damages – irrespective of the legal grounds – within the scope of fault-based liability in the event of intent and gross negligence. In the event of simple negligence, we shall be liable, subject to statutory limitations of liability (e.g. care in our own affairs; insignificant breach of duty), only

a) for damages resulting from injury to life, body or health,

b) for damages arising from the breach of an essential contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies on and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.

2. The limitations of liability resulting from paragraph 1 shall also apply to third parties and in the event of breaches of duty by persons (including in their favour) whose fault we are responsible for in accordance with statutory provisions. They shall not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the Buyer under the Product Liability Act.

3. The Buyer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the Buyer (in particular in accordance with §§ 650, 648 BGB, German Civil Code) is excluded. Otherwise, the statutory requirements and legal consequences shall apply.

VIII. Statute of Limitations

1. Notwithstanding § 438 para. 1 no. 3 German Civil Code, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. If a formal acceptance has been agreed, the limitation period shall commence upon acceptance.

2. The aforementioned limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the Buyer based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 German Civil Code) would lead to a shorter limitation period in individual cases. The Buyer’s claims for damages pursuant to Section VII. para. 1 sentence 1 and sentence 2(a) and pursuant to the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

IX. Export Control

1. The Customer shall comply with all applicable domestic and foreign export compliance requirements, including applicable U.S. export laws and regulations (e.g. ITAR, EAR and OFAC Sanctions Regulations). Upon our request, the Customer shall promptly provide the applicable export laws and regulations.

2. The Customer is obliged to inform us of the beneficial owner and the operator of the aircraft when submitting the offer and to inform us immediately of any changes to these persons.

3. If the necessary export and transfer licenses are not granted or not granted in due time, or if customs, foreign trade or embargo regulations conflict with the order or delivery, we may withdraw from the contract. Claims for damages by the Customer are then excluded.

4. The Customer guarantees that the spare parts sold will be used exclusively in civil aviation and will not be passed on to third parties who are on a sanctions list of the EU, USA and UK or not without first obtaining the necessary export license from the competent authorities of these countries.

5. The Customer shall not sell, export or re-export, directly or indirectly, to Belarus or for use in Belarus any goods supplied under or in connection with this Agreement that fall under the scope of
Article 8g of Council Regulation (EU) No 765/2006 or any other provision of the Council Regulation (EU) No 765/2006, or Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (recast), or in the Council Common Position 2008/944/CFSP of 8 December 2008 defining common rules governing control of exports of military technology and equipment.

6. The Customer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with this Agreement that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014, any other provision of the Council Regulation (EU) No 833/2014, or Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (recast), or in the Council Common Position 2008/944/CFSP of 8 December 2008 defining common rules governing control of exports of military technology and equipment.

X. Choice of Law and Place of Jurisdiction

1. These terms and conditions and the contractual relationship between us and the Buyer shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

2. If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Krefeld, Germany. The same applies if the Buyer is an entrepreneur within the meaning of § 14 BGB. However, in all cases we shall also be entitled to bring an action at the place of performance of the delivery obligation in accordance with these Terms and Conditions or an overriding individual agreement or at the Buyer’s general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive juris-diction, shall remain unaffected.

Dated January 2025