1. Acceptance : These Terms and Conditions of Sale shall be deemed incorporated into all purchase orders (“Orders”) that Customer may place with Beringer Aero USA, Inc., (“BERINGER”), (whether by mail, facsimile, email or other electronic transmission), and shall govern the Customer’s purchase of products supplied by BERINGER to Customer pursuant to an Order placed by Customer (“Products”). Any terms and conditions submitted by Customer that are inconsistent with or in addition to the terms and conditions herein are not binding upon BERINGER

2. Price : Unless specifically stated otherwise in the Order Acknowledgement, Orders are accepted on the basis that (i) payment must be made to BERINGER in U.S. dollars and (ii) prices do not include sales, value added, use, excise or similar taxes, customs or import duties, the costs of certificates of origin or consular invoices or similar documents, which shall all be the responsibility of Customer.

3. Payment : Unless specifically stated otherwise in the Order Acknowledgement, the purchase price shall be due and payable within thirty (30) days from the date of BERINGER’s invoice. BERINGER will invoice Customer for the Products prior to Customer’s carrier receiving the Products at Beringer’s US Facility. Customer shall pay interest to BERINGER on past due amounts at the rate of the lesser of one and one-half percent (1½%) per calendar month, or the maximum amount allowed by applicable law, on the balance of the account that remains unpaid and past due. Interest shall commence to run on the past due amount on the 31st day after the date of the applicable invoice and shall be assessed daily.

4. Delivery : BERINGER will use reasonable efforts to comply with the expected delivery date contained in the Order Acknowledgement; provided, however, (i) BERINGER accepts no liability for any loss or damage arising from any delay in delivery of the Products for any reason and (ii) BERINGER is under no obligation to deliver the Products as set forth herein prior to having received payment in full pursuant to the terms set out under Sections 2 and 3. Unless specifically stated otherwise in the Order Acknowledgement, delivery of the Products shall be made to Customer’s carrier at Beringer’s US facility located at 18 Woods Lake Road, Greenville, South Carolina 29607 (“Beringer’s US Facility”). The incoterms for this Agreement shall be Ex Works at Beringer’s US Facility, with title to all Products, responsibility for all freight, shipping, packing and handling costs and all risk of loss related to the Products ordered by Customer shall pass to Customer upon Customer’s designated carrier taking possession of the Products at the loading docks of Beringer’s US Facility. In the case of a short or damaged delivery, Customer must notify both BERINGER and its carrier in writing within seven (7) days after delivery by its carrier. BERINGER reserves the right to deliver the quantities stated in BERINGER’s Order Acknowledgement subject to deviation not exceeding plus or minus ten percent (10%). Unless specifically stated otherwise in the Order Acknowledgement, Products shall be shipped in standard commercial packaging. When special packaging is requested or, in the opinion of BERINGER is required, the cost, if not specified otherwise in the Order Acknowledgement, will be the obligation of the Customer. If Customer (a) fails to make payment when due pursuant to Section 3, or (b) requests that delivery be delayed, Customer shall pay interest on the purchase price specified in the applicable Order Acknowledgement at the rate of the lesser of two percent (2%) per calendar month, or the maximum amount allowed by applicable law. Interest shall be assessed daily and shall accrue (i) in the case of late payment, beginning on the 31st day following the last day payment was due under Section 3, and (ii) in the case of a Customer-requested delivery delay, beginning on the 31st day after the date BERINGER would otherwise have shipped the Products.

5. Warranty and Limitation of Liability : BERINGER represents, warrants and covenants to Customer that each Product sold to Customer pursuant to an Order will be manufactured in material compliance with the specifications provided by BERINGER for such Product and will perform in accordance with Beringer’s standard warranty attached hereto as Schedule C (“Beringer’s Standard Warranty”). THE FOREGOING WARRANTIES AND ANY OTHER WARRANTY EXPRESSLY SET FORTH IN THIS AGREEMENT ARE IN LIEU OF AND EXCLUDE ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PUPOSE. FURTHER, NO REPRESENTATION AND NO OTHER AFFIRMATION OF FACT WHICH IS NOT EXPRESSLY CONTAINED IN THIS AGREEMENT, WILL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY BERINGER FOR ANY PURPOSE WHATSOEVER OR GIVE RISE TO ANY LIABILITY OF BERINGER WHATSOEVER. CUSTOMER, HAVING THE EXPERTISE AND KNOWLEDGE IN THE INTENDED USE OF THE PRODUCTS ASSUMES ALL RISK AND LIABILITY FOR RESULTS OBTAINED BY USE OF THE PRODUCTS BY ITS CUSTOMERS AND ANY OTHER USERS, WHETHER USED ALONE OR IN COMBINATION WITH OTHER MATERIALS. If Customer, and/or any customer of Products from Customer, makes any claim related to the Product(s), BERINGER’S liability shall be limited, at BERINGER’S sole option and at BERINGER’S expense, to either: (a) replacing any non-conforming quantities of the Product with conforming quantities of the Product at the delivery point; or (b) refunding the purchase price paid by Customer for such non-conforming Products. Further, BERINGER’S obligations under this provision are limited to defects for which BERINGER was notified by Customer, in writing, within the one (1) year period immediately following the date the Product is shipped from Beringer’s US Facility. These are the exclusive remedies for breach of warranty. To the extent Customer, or any of its employees or agents, if applicable, makes or is alleged to have made any representation or warranty with respect to any Product that is in addition to or other than BERINGER’S warranties above (each a “Customer Additional Warranty”), Customer shall be solely and exclusively responsible for handling any and all claims that arise pursuant to such Customer Additional Warranty, and Customer agrees to indemnify, defend, and hold harmless BERINGER from and against any and all claims and any other expenses incurred by BERINGER arising out of such Customer Additional Warranties.

6. Intended Use : Customer acknowledges that Products are designed and distributed solely for civil aeronautics use (the “Permitted Use”) and are not intended or suitable for any other purpose or use. With each Order, Customer must specify the intended aircraft type, including manufacturer, model, year, and category of use. By placing an Order, Customer represents, warrants and covenants that the Products will not be used in any manner inconsistent with the Permitted Use, including any application intended to deliberately threaten human life or to support military, defense, or law enforcement purposes. Beringer’s Standard Warranty shall not apply to Products used outside the Permitted Use, and BERINGER expressly disclaims any responsibility or liability for any damages, losses, or claims arising from such non-Permitted Use. Customer agrees to indemnify, defend, and hold harmless BERINGER from and against any and all claims, liabilities, or expenses arising from Customer’s use of the Products other than in accordance with the Permitted Use.

7. Excusable Delay or Nonperformance : Neither party shall be held responsible for any delay or failure in performance, to the extent such delay or failure is caused by fire, flood, explosion, war, strike, terrorism, embargo, new and unexpected government intervention(s), civil or military authority, act of God, or other similar causes beyond its control and without the fault or negligence of the delayed or nonperforming party, but excluding financial incapability regardless of the cause (each a “Force Majeure”). The party claiming the benefit of this paragraph shall promptly give verbal notification, promptly confirmed in writing, to the other party of the nature and extent of the matter causing the delay and estimated duration of the suspension period. If for any reason BERINGER is unable to supply the total demand for any Product(s), BERINGER may distribute its available supply among any or all Customers as well as other businesses of BERINGER and its affiliates on such basis as BERINGER may deem fair and reasonable without liability for any failure of performance that may result therefrom.

8. Default : BERINGER may, without prejudice to any other rights it may have, by notice in writing to Customer, terminate any Order if Customer is in breach of any of the terms of any Orders with BERINGER or any other agreement applicable to an Order between Customer and BERINGER (each, an “Additional Agreement”). If Customer is past due on any amount owed BERINGER, then BERINGER, without prejudice to any other rights, may suspend all or any other deliveries to be made under any Orders from Customer. Customer agrees that if it is necessary to enforce collection of any amount due and unpaid on an Order, BERINGER shall be entitled to recover from Customer BERINGER’s attorneys’ fees, other professional fees and all other costs of collection incurred by BERINGER.

9. Severability : If any term or provision of these Terms and Conditions is found to be invalid, illegal or unenforceable, the Terms and Conditions shall remain in full force and effect and such term shall be deemed stricken and replaced with an alternate term which, to the maximum extent possible, is enforceable and reflects the intent of the parties as set forth herein.

10. Conflict : If Customer and BERINGER entered into an Additional Agreement governing an Order, and any provision of that Additional Agreement conflicts with specific provisions of these Terms and Conditions, the conflicting terms of the Additional Agreement shall control with respect to that Order. All other provisions of these Terms and Conditions shall remain in full force and effect and shall continue to govern the Order, unless expressly superseded by an Additional Agreement.

11. Technical Advice : Any technical advice furnished by BERINGER with reference to the use of its Products is provided without compensation and BERINGER assumes no obligation or liability for the advice given or results obtained. Any technical advice furnished by BERINGER shall not constitute a warranty, which is expressly disclaimed, all such advice being given and accepted at Customer’s sole risk.

12. Installation : Products must be installed by qualified personnel in accordance with applicable law, industry standards, and any instructions provided. Beringer shall have no liability, and Beringer’s Standard Warranty shall not apply, to claims, losses, or damages arising from installation of the Products not in compliance with the aforementioned requirements.

13. Custom Parts : If BERINGER does not offer a product suitable for Customer’s intended use, BERINGER may, in its sole and absolute discretion, agree to develop an adaption part (e.g., by supplemental type certificate (STC)) or a new product. Customer shall, as a condition to such development, provide all technical information requested by BERINGER, including the “Aircraft Data Sheet” as provided by BERINGER, a work order, and 2D CAD drawings. Any proposal or quotation by BERINGER is non-binding, and Customer shall not bear research or development costs related to such proposal. In consideration thereof, all resulting designs, data, know-how, and any other intellectual property shall be the sole and exclusive property of BERINGER, and Customer irrevocably assigns any rights therein to BERINGER and covenants to undertake all such reasonable actions required to perfect such assignment. Any Products supplied to Customer pursuant to this Section 13 shall be subject exclusively to Beringer’s Standard Warranty and limitation of liability as forth in Section 5, and no other rights or remedies shall apply.

14. Returns : Upon receipt of the Products, Customer shall inspect the Products for compliance with the applicable Order and verify whether there are any apparent defects. Customer shall notify BERINGER of any non-conformity within thirty (30) days of receipt of the Products. Products not rejected within that period shall be deemed accepted and may not be returned or exchanged, except as provided under Beringer’s Standard Warranty. Returns to BERINGER may be made only with the prior authorization of BERINGER and according to BERINGER’s instructions. Products returned without prior permission or contrary to instructions may be refused by BERINGER. Customer will be responsible for all shipping costs, corresponding surcharges including storage, customs clearance, inland freight, and other related charges for any unauthorized returns.

15. Product Specifications : Customer acknowledges that it has received and is familiar with BERINGER’s specifications for the Products and its properties. Customer will forward such information to Customer’s employees and any others, including Customer’s customers, who may handle, process or sell the Product(s) and advise such parties to familiarize themselves with such information.

16. Applicable Law : The rights and obligations of the parties under these Terms and Conditions of Sale shall be governed by the law of the state of South Carolina, without regard to choice of law or conflicts principles of any jurisdiction, and the parties irrevocably commit to the jurisdiction of the state of state of South Carolina and to the venue of the state and federal courts located in Greenville County, South Carolina in any action brought by the parties hereto concerning Products sold to Customer hereunder. The United Nations Convention on Contracts for the Sale of Goods shall not be applicable to any purchases made by Customer from BERINGER or any aspect of any dispute arising therefrom.