1. Definitions

The titles of the articles (“Articles”) are inserted for convenience of reference only and shall not affect the interpretation of these Conditions. Unless otherwise defined, capitalised terms, singular or plural, used in these Conditions shall have the meaning set out below:

“Acknowledgement Form” means the form of acknowledgement document issued with the Order.

“AirPro” means AirPro SAR Services Inc., a company registered in Canada under number 954647-2, whose registered office is at 1220 – 360 Albert Street, Ottawa, ON, K1R 7X7, Canada and which places the Order.

“AirPro Information” means any proprietary, confidential and commercial or technical information including AirPro intellectual property rights, methods, know-how, proprietary and/or privileged technology and processes, internal facts and figures, and related material and document.

“AirPro Information System” means the information system owned by AirPro and containing AirPro Information.

Applicable Law means all applicable laws, statutes, orders, rules, provisions, regulations, directives and guidelines which have legal effect, whether local, national, international or otherwise existing, as revised and amended from time to time, including Regulator rules, requirements, standards and guidelines.

“Classified Information” means any information (namely, knowledge that can be communicated in any form) or material determined to require protection against unauthorised disclosure which has been so designated by security classification.

“Conditions” means this document.

“Customer” means any company, individual, government or entity which has or is going to have lawful ownership or lawful usage of the Final Product or Item.

“Excusable Delay” means an event which is (i) unforeseeable, (ii) beyond the reasonable control of the affected Party, (iii) unavoidable and (iv) not caused by a Party’s fault or negligence.

“Final Product” means the Purchaser’s products and all variants and derivatives thereof, in which the Items are or could be incorporated.

“Item” means any goods, material, work or service identified in the Order and as specified in the Specification forming part of the Order.

“Order” means the Specific Conditions, these Conditions and any attachments, which are incorporated by reference, and any amendments to the foregoing documents.

“Parties” means the Purchaser and the Supplier and “Party” shall be construed accordingly.

“Personal Data” means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

“Public Official” means an elected or appointed official, employee or agent of any national, regional or local government/state or department, agency or instrumentality of any such government/state or any enterprise in which such a government/state owns, directly or indirectly, a majority or controlling interest; an official of a political party; a candidate for public office; any official, employee or agent of any public international organisation; and any spouse or close family member related thereto.

“Purchaser” means the AirPro entity, which places the Order and is identified on the front of the Order.

“Regulator” means any applicable regulatory authority.

“Sanctioned Person” means (a) any natural or legal person that is the target of any sanctions and export control laws or (b) any legal person that is directly or indirectly owned 50% or more and/or controlled (the power to direct the management and policies of a legal person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise) by one or several person(s) designated under (a).

“Specification” means the requirements defining the Item, if any, issued by the Purchaser and incorporated in the Order.

“Specific Conditions” means the conditions negotiated and agreed between the Purchaser and the Supplier incorporated into and appearing on the front of the Order including any Specification.

“Supplier” means the company, person or entity upon whom the Order is placed and which is identified on the front of the Order. The Supplier will be provided, upon request, with any document related to the Order and referred to herein.

2. Purpose and Scope

The Parties agree that these Conditions together with all Specific Conditions are the only terms and conditions upon which the Purchaser will accept Items from the Supplier and the Purchaser shall not be bound by any different or additional terms and conditions proposed by or purported to apply by the Supplier, whether stated on the Acknowledgment Form or any other acknowledgement of the Order, whether communicated by the Supplier at the time of accepting the Order, starting work, delivering the Item or included in any other document.

3.Order and Order Acceptance

3.1.Within fourteen (14) calendar days of a submitted Order, the Supplier undertakes to notify the Purchaser of acceptance or refusal of the said Order by mail, or e-mail.

3.2.The Order shall be deemed to be accepted without reservation by the Supplier after fourteen (14) calendar days, unless the Supplier notifies the Purchaser in writing of its refusal to accept the Order. If the Supplier starts work based on the Order without returning the Acknowledgement Form, the Supplier shall be deemed to have accepted the Order without reservation. If the Supplier expressly refuses the Order within the said fourteen (14) calendar days, it shall be deemed withdrawn and the Parties may negotiate new terms and conditions. The Purchaser may withdraw from any negotiations at any time prior to acceptance of an Order by the Supplier and shall incur no liability whatsoever.