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 Ordershall be deemedtobe acceptedwithout reservationby theSupplierafterfourteen(14)calendar days, unlesstheSuppliernotifies the Purchaserin writing of its refusal to accept theOrder. If theSupplier starts work based ontheOrder without returningtheAcknowledgement 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)calendardays,itshallbedeemedwithdrawnandthePartiesmaynegotiatenewtermsandconditions.ThePurchasermaywithdraw from any negotiations at any time prior to acceptance of an Order by the Supplier and shall incur no liability whatsoever.

4.Precedence

In the event of any conflict between the following documents forming part of the Order, the following order of precedence shall apply: (i) the Specific Conditions without the Specification; (ii) the Conditions; (iii) the Specification; and (iv) any other documents.

However, if the Order is related to a separate signed contract between the Purchaser and the Supplier, then the terms and conditions of such contract shall prevail over the Conditions.

5. Audit and Inspection

The Purchaser, the Regulator and the Customer shall be entitled through internal or external auditors or assessors, to perform audits, assessments, surveillance, reviews and/or inspections at any time during normal business hours, on-site or remotely, to audit the Supplier’s performance of all its obligations under the Order (the “Audit”), including the means implemented by the Supplier and/or its suppliers and subcontractors in order to ensure compliance with quality and manufacturing processes, security requirements, anti-corruption, export control, data protection and sustainability laws and regulations. The Supplier and/or its suppliers and its subcontractors shall fully cooperate and grant all necessary access to facilities and data to the Purchaser, the Regulator, the Customer and designated representatives to facilitate such Audit.

The Purchaser, the Regulator and the Customer, as applicable, shall be entitled to inspect the Item at the Supplier’s facilities and the Supplier shall grant access to the Purchaser, the Regulator and the Customer to its facilities and ensure access to those facilities of its suppliers and subcontractors, if any, at reasonable times.

6. Delivery and Acceptance

6.1.Import free of Customs Duties. If the Supplier is based within Canada, it shall confirm in writing to the Purchaser that any material, components or product whatsoever purchased from outside Canada have been imported free of duty and Value Added Tax under inward processing relief (or other customs regimes with the same effect) and that it is supplying the Item free of duty and indemnifies the Purchaser from and against any consequences of its non-compliance with this Article 6 “Delivery and Acceptance”.

6.2.Packaging

6.2.1.Unless otherwise specified in the Order, the Item shall be packed in accordance with Applicable Law, and the latest AirPro requirements as provided to the Supplier upon request. As a minimum, the packaging shall be convenient, safe, robust, eco-efficient and cost-optimized, so as to ensure the transport and storage of the delivered Item in an undamaged and serviceable state

The Supplier shall ensure that appropriate marking and labelling for packaging, storage, transportation and shipping of the Item are performed. Item and/or its transport containers shall be labelled in a manner to ensure explicit identification (e.g., materials from different batches) and prevent accidental switching or mixing up.

6.2.3.The Item shall be delivered with all applicable documentation and with a delivery note in duplicate bearing the Order reference, the name of the Supplier, the Item name, the Item part number, the Item batch number and serial number (if applicable), the programme name, the address of delivery and the delivered quantities, the country of origin and country of despatch, the gross and net weight per unit (kg), the export control classification number or a statement “not subject to export control regulations”, a copy of the export licence (if applicable) and the name of the Purchaser representative. Such applicable documentation shall be attached inside and outside the packaging.

6.2.4.Items having limited-life or characteristics degrading with age or use shall be marked to indicate the dates, test times or cycles at which life was initiated and at which the useful life expires. Unless otherwise specified by the Purchaser, the service life of the delivered limited shelf-life products shall not be less than 80 % of their service life with effect from the date of delivery.

6.2.5.For the delivery of chemical products, the Material Safety Data Sheet (MSDS) must be supplied at least with the first delivery. Upon each update, a new MSDS is required and each update applied to the MSDS must be explicitly shown. The MSDS shall be written in the language of the consignee country.

6.3.Delivery of the Item, Shipment and Transportation

6.3.1.Delivery shall be made in accordance with the requirements set out in the Order, in particular with the requirements of the Specific Conditions and the Specification, and time shall be of the essence in relation to the delivery dates set out in the Order. No delivery of an Item shall take place without prior qualification of the Supplier and the Item by the Purchaser, unless specifically authorized in writing in advance by the Purchaser.

6.3.2.Delivery shall be made DAP (Delivered at Place), Incoterms 2020, within the country of the Purchaser at the address specified in the Order, bonded transport within the country of destination included. The Supplier shall be responsible for transit formalities and associated costs from the border of the country of the Purchaser’s designated point of delivery to the said point of delivery. Should the Purchaser instruct the use of other Incoterms (in particular FCA), transport requests must be done via the Purchaser’s transport service provider tool as communicated by the Purchaser. The Supplier shall declare in the said tool if the Item is for civil, military or dual-use purpose and it shall remain the Supplier’s responsibility to perform all export customs duties.

6.3.3.Transportation of dangerous Item shall comply with the rules defined in document “ST/SG/AC 10/1 Recommendation on the Transport on the Transport of Dangerous Goods”.

6.4.Title and Risk

Title to and risk in the Item shall transfer to the Purchaser upon delivery to the Purchaser address specified on the Order. In the case of a notification of rejection of the Item being given to the Supplier by the Purchaser due to the non-compliance by the Supplier with the terms of the Order, title and risk to such Item shall automatically revert to the Supplier.

6.5.Acceptance of the Item

6.5.1.The transfer of title and risk does not constitute acceptance of the Item by the Purchaser. Where acceptance tests are defined in the Order, acceptance of any Item delivered shall be subject to completion of the acceptance tests to the reasonable satisfaction of the Purchaser. Where no acceptance tests are defined in the Order, the Purchaser shall have the right to inspect the Item after delivery and acceptance shall take place if the Item is satisfactory to the Purchaser on inspection or, if no inspection is made, the Item shall be accepted thirty (30) days after delivery or when it is taken into use by the Purchaser, whichever occurs first. Acceptance of any Item shall not be conclusive of the absence of latent defect and shall be without prejudice to the rights of the Purchaser under the Order or at law.

6.5.2.If the Item is not delivered in accordance with the Order, the Purchaser shall inform the Supplier in writing. Then the Purchaser may at its sole discretion, exercise the following rights:

1. reject the delivered Item in whole or in part and require the Supplier to refund any payment(s) made by the Purchaser to the Supplier; or
2. set off the amount of any such payment(s) from any other amounts due to the Supplier from the Purchaser; or
3. give notice to the Supplier to promptly replace or repair the delivered Item at the Supplier’s expense and risk; or
4. perform or have a third party perform operations to render the Item in conformity with the Order at the Supplier’s costs if the Supplier fails to perform in due time the operations requested.

Within ten (10) days of the notification of the rejection, the Supplier must remove the rejected Item at its expense and risk, otherwise it may be returned by the Purchaser at the Supplier’s expense and risk.

In addition, the Purchaser may require the Supplier to pay all the Purchaser’s expenses, damages, losses incurred and additional costs arising from the failure to deliver the Item in accordance with the Order.

7.Undertakings of the Supplier

7.1.Compliance with Applicable Law

7.1.1.The Supplier shall ensure its compliance and the compliance of all Items with Applicable Law, including dealing with:

a) human rights, environment, health and safety, anti-corruption and bribery, privacy and personal data protection, security, sanctions and export control;

B) the control, restriction, prohibition, recovery and/or elimination of inter alia, chemicals and/or hazardous substances and in each case, provide such information as the Purchaser may require in connection therewith;

c) transport;

d) labour and employment.

If the Supplier is an entity located in Canada, it shall periodically provide the Purchaser with appropriate certificates certifying the Supplier does not have any debt with respect to taxes, social security or any other outstanding obligation with regards to the Canadian administration or Supplier’s employees.

The Supplier shall observe the currently applicable provisions dealing with safety and hygiene at work, as well as with the Purchaser’s internal procedure on labour risk prevention. The Purchaser shall be entitled to carry out whatever inspections it considers appropriate, using its own technicians or members of its Safety and Hygiene Committee.

The Supplier shall report immediately to the Purchaser any violation of Applicable Law with respect to the execution and/or the performance of the Order by itself or its affiliates, subsidiaries, executives, employees, subcontractors, agents or any individuals or companies that may be involved in performing the Order.

The Supplier shall cooperate fully with the Purchaser in connection with matters referred to in this Article 7.1 “Compliance with Applicable Law” including the provision of any information relating to the Supplier, its supply chain and/or the Item that the Purchaser may require, from time to time, for reporting obligations to any authority and/or Regulator.

Should the Supplier fail to comply with such Applicable Law, the Supplier shall indemnify and hold harmless the Purchaser from and against all consequences of such failure in addition to and without prejudice to the Purchaser’s rights under Article 13.1 “Termination for Supplier’s Default”.

7.1.2. Sustainability and Environment

The Supplier shall conduct business in accordance with the principles and standards of the Airbus Supplier Code of Conduct, which has been accepted by the Supplier through the signature of the commitment page included in the Airbus Supplier Code of Conduct.

The Supplier shall comply with the “Provisions on Employee Protection, Environment and Hazardous Material” available on the Airbus.com “Be an Airbus Supplier” website and sustainability requirements as set out in the Specific Conditions, if any.

7.1.3. Anti-corruption

The Supplier, its executives, employees, agents and any individuals or companies that may be involved in the execution and/or the performance of the Order shall comply with all governmental statutes, laws, rules and regulations, including but not limited to all local and international anti-corruption laws applicable to the performance of its obligations and activities under this Order.

Accordingly, in the performance of the Order, the Supplier shall refrain from:

a) offering, promising, arranging for or paying, either directly or indirectly, anything of value (including but not limited to monies, gifts and entertainment and special favours) to any individuals, including Public Officials, for the purpose of improperly inducing that individual to perform or fail to perform his/her official duties, or to assist the Supplier or Purchaser in obtaining business, retaining business or securing any improper advantage;

b) offering or paying unofficial payments to Public Officials to speed up or obtain routine governmental actions (including but not limited to obtaining permits, licences, or other official documents; processing governmental papers, such as visas and work orders; providing police protection, mail pick-up and delivery, or scheduling inspections associated with contract performance or transit of goods across country);

c) seeking, accepting, or paying for any confidential, non-public information regarding competitors, tenders and technical specifications, bids and bid prices.

The Supplier shall ensure that the foregoing provisions are included in all contracts to be entered into with its subcontractors according to Article

7.5 “Subcontracting”.

The Supplier shall give notice immediately to the Purchaser of any investigation or legal proceeding initiated against the Supplier by any public authority relating to an alleged violation of applicable laws and regulations with respect to the execution and/or the performance of the Order by itself or its affiliates, subsidiaries, executives, employees, agents or any individuals or companies that may be involved in the performance of the Order.

7.1.4. Personal Data Protection

The Parties confirm and agree that any Personal Data exchanged in connection with the Order and for the purpose of the performance of the Order has been collected and will be exchanged in compliance with the applicable Personal Data protection laws and regulations, as independent data Controllers (“Controller” meaning the organisation determining the purposes and the means of the processing of Personal Data).

The Parties mutually agree to insert any additional contractual measures that may be required by the applicable Personal Data protection laws and regulations to ensure such compliance during the term of the Order.

7.1.5. Security

7.1.5.1 The Supplier shall protect all AirPro Information and/or AirPro Information System that it accesses, processes, handles, transfers and/or stores from disclosure, corruption, loss, destruction, falsification, modification, unavailability and/or unauthorized access/release, by working in a secured operating environment (including when working remotely) and by ensuring a security baseline protection as outlined in Article 7.1.5.3.

7.1.5.2 The Supplier shall set up, maintain and continuously improve a) its internal security policies and processes in accordance with international security standards (the “Security Policy”), and b) its management of information security by (i) reassessing its system at planned intervals and (ii) ensuring that its subcontractors and suppliers involved in the execution of the Order (if any) also implement, maintain and continuously improve their information security management.

7.1.5.3. In accordance with its Security Policy, the Supplier shall:

a)nominate a security manager, and notify AirPro of such nomination to ensure adequate and prompt communication between the Supplier and AirPro on security matters;

b) manage user access rights as follows:

• regularly update a repository of user accounts (user being any individual having access to AirPro Information and/or AirPro Information System);
• regularly update the list of its employees authorised to access AirPro Information;
• ensure the traceability of user requests throughout the authorisation process of any Supplier information system (at all layers), and comply with the need-to-know and least privileged principles, and
• modify or revoke, without any delay, the access rights of any of its employees who have other access rights need or no longer require access rights;
• ensure that the access to Supplier information and Supplier information system is being allowed by a strong state-of-the-art password policy,

c) ensure that the access to Supplier information and Supplier information system is being allowed by a strong state-of-the-art password policy,

d) segregate AirPro Information from the Supplier information and other customers’ information

e) ensure that security perimeters of physical sites are defined and procedures are implemented to control access to its premises, offices and computing facilities where AirPro Information and AirPro Information System can be physically accessed, and that such computing facilities, infrastructures and equipment are protected from external threats including but not limited to natural disasters by being located in areas where risks are reduced;

f) implement a process to ensure the management of security weaknesses and incidents by,a) setting appropriate incident detection measures, identification, response and recovery procedures, and b) using the analyses and resolution of information security incidents to minimise their business impacts and reduce the risk of reoccurrence

g) report, without any delay, any security incident of the Supplier information system used for Order execution including any measures taken to respond to the incident, and in case of investigation related to a security incident, provide the necessary Information from the audit log

h) identify, document and regularly update all relevant regulatory or contractual obligations related to information security.

7.1.5.4 When the Supplier’s activities are subject to the European Aviation Safety Agency (EASA) regulations, the Supplier shall comply with the requirements set out in the Regulation EU 2023/23 (PART-IS), and provide to the Purchaser or the EASA the required evidence documents and/or the document name, reference and date of issuance confirming its compliance to the regulation.

7.1.5.7 Classified Information provided or generated pursuant to this Order shall be protected as set out in this Article 7.1.5 “Security”.

7.1.5.8 The Supplier shall comply with additional security requirements as set out in the Specific Conditions, if any.

7.2.Quality

1. Quality Management System

The Supplier shall ensure its Quality Management System (“QMS”) complies with the Purchaser’ requirements specified in AirPros’ general requirements as provided to the Supplier upon request, and in the Specific Conditions of the Order. The Supplier’s QMS shall comply with the requirements of IAQG standard 9100 or 9120, as applicable to the Item. Another QMS (e.g. ISO9001) might be acceptable, if agreed to in writing by the Purchaser.

The Supplier shall ensure that the Order is carried out in compliance with the quality requirements of its QMS approval, as specified above. The Purchaser reserves the right to review and approve any Quality relevant use of statistical methods.

2. Conformity Documentation

The Supplier shall deliver the Item with an Authorized Release Certificate (“ARC”) acceptable to the Purchaser (e.g. EASA Form 1, FAA 8130-3, TCCA Form One) or a Certificate of Conformity (“CoC”) including at least the following information: Order number; part number; quantity and unit

of measure; date of manufacture and date of expiration (if applicable), the applicable storage conditions, lot number, serialisations or other batch identifications (if applicable), and signature, title and date by an authorised representative.

The Supplier shall deliver the relevant inspection or test reports, if requested by the Purchaser. The Supplier shall deliver relevant inspection or test reports, if requested by the Purchaser.

3. Non-conforming Items

3.1. The Supplier is responsible for the quality of its supplies and shall ensure the conformity of the delivered Items with the Specification, in particular by means of pre-delivery inspections and final tests. The Supplier shall perform a root-cause analysis and take any necessary corrective action to remedy the causes of non-conforming Items, in order to prevent any recurrence and implement a suitable preventative action plan. The Supplier shall confirm implementation of the action plan to the Purchaser’s satisfaction.

3.2.Where a non-conformity is identified after an Item is delivered by the Supplier, the Supplier shall immediately submit to the Purchaser a “Notification of Product Quality Escape” and shall undertake all necessary corrective measures in support of the Purchaser, until resolution of the non-conformity to the Purchaser’s satisfaction and completion of all corrective and preventative actions and such actions shall be undertaken without limiting the Supplier’s liability to the Purchaser for any losses incurred under Article 12 ”Liability and Insurance.

4. Quality Records

The Supplier shall inspect all incoming materials to ensure conformance with all applicable specification requirements and drawings of Items pertaining to the Order and shall document all inspection requirements and acceptance criteria to ensure they are in line with the specific requirements communicated to it by the Purchaser for the Items. The Supplier shall ensure complete identification and traceability of all related products to the raw material used and applicable documentation. All records must be stored in a controlled environment/suitable manner and according to applicable legal rules, so that they remain identifiable, legible, reproducible and available to the Purchaser.

7.2.5 Changes

The Supplier shall give sufficient advance notice to the Purchaser of any changes related to the Item, including to its manufacturing processes, methods, materials and parts included in the Item, design of the Item and any other changes to may impact the conformance of the Item with the Order. Any changes are subject to the formal approval of the Purchaser prior to any delivery of the Item. This also apply to changes in comparison to previous orders and deliveries for the same Item.

7.3.Personnel. The Supplier shall be responsible for ensuring that its personnel are fully trained, skilled, qualified and capable of fulfilling all of the requirements contained in the Order.

7.4. Advice/Delivery Notes and Conformity Documentation. The Supplier shall, on the day of despatch of each consignment of Items, send advice notes and such conformity documentation required under Article 7.2.2.

7.5. Subcontracting. No substantial part of the work on the Order may be subcontracted by the Supplier without the prior written consent of the Purchaser. The Supplier shall remain fully responsible for the Item and shall ensure that its suppliers comply with all provisions of the Order relevant to any subcontracted work.

7.6. Property issued by the Purchaser. The Supplier shall not acquire any legal or beneficial interest in any property supplied to it by the Purchaser for performance of work on the Order. Any such property possessed or controlled by the Supplier shall be held at the Supplier’s risk, stored and booked separately from other property, maintained at the Supplier’s expense, clearly marked as the Purchaser’s property and only used by the Supplier for the performance of the Order. At the request of the Purchaser or on completion of the Order, such property shall, unless incorporated into the Item(s), be returned promptly to the Purchaser. On reasonable written notice being given to the Supplier, the Purchaser shall have the right to enter the Supplier’s premises to recover any such property.

8. Sanctions and Export Control

8.1.The Parties shall comply with the applicable European Union, United States of America, United Kingdom, France, Germany, Spain, Canada and the Supplier’s applicable national export control, financial, economic or trade sanctions and embargoes laws and regulations (the “Sanctions and Export Regulations”) and acknowledge that diverting from such Sanctions and Export Regulations is prohibited.

8.2.The Purchaser shall have the ability to use and to deliver the Item and the Purchaser’s customers to use, operate and/or maintain such Item as specified by the Purchaser.

8.3.Prior to the Order signature date, the Supplier shall identify the specific Sanctions and Export Regulations applicable to the Item and subsequently notify the corresponding classification (the “Export Control Classification”) in writing using the form provided by the Purchaser (the “electronic export control classification declaration” or “eECCD”) and update it in case of any change.

8.4.Whenever all or part of the Item is subject to Sanctions and Export Regulations, the Supplier shall:

a) apply for and obtain on time from the relevant sanctions and export authorities (the “Sanctions and Export Authorities”), any relevant licences or authorisations for the export, re-export, transfer, retransfer, delivery and use of the Item as specified by the Purchaser (the “Export Authorisation”) and, when necessary, implement any update on time, to ensure that the Item is delivered as required by the Purchaser under this Order, and at no cost to the Purchaser. The Supplier shall not be held liable if an Export Authorisation is not obtained due to an Excusable Delay as set out in Article 9.1 “Excusable Delay;

b) request the Purchaser to complete an end user statement in the form as required by the relevant Sanction and Export Authorities or as provided by the Purchaser;

c)provide the Purchaser, upon request, with any information, declarations and certifications required by the Sanctions and Export Regulations, including those related to its employees, subcontractors and/or any third party and/or to comply with the Purchaser’s accreditation process for Sanctions and Export Regulations access control compliance, when required, to authorise access to any export controlled information;

d) prior to submission to the competent Sanctions and Export Authorities and upon request, provide the Purchaser with the Export Authorisation application and any amendments;

e) as soon as possible and before the first delivery of the Item, provide the Purchaser with a copy of any obtained Export Authorisation, including all applicable provisos/conditions, and/or any correspondence issued by any Sanctions and Export Authorities that relate to the execution of the Order and/or to the obligations of the Purchaser;

f) provide for each delivery of tangible and/or intangible Item, the Export Control Classification, and when applicable, the Export Authorisation number, referenced in the shipping documents for the tangible Item, and directly in any documents/files for the intangible Item;

g) not give access to intangible and/or tangible export controlled information and/or item to its subcontractor when provided by the Purchaser without the Purchaser’s prior written authorisation;

h) be responsible for all applicable regulatory record keeping requirements;

i) visually identify by a label the package containing export controlled Item delivered to the Purchaser’s premises;

j) be able to track and trace the shipping and delivery of the export controlled Item until the place of delivery stated in the Order;

k) in the case of military purchase, seek the Purchaser’s review and approval of the provisions of the U.S. Technical Assistance Agreements (“TAA”) or Manufacturing License Agreement (“MLA”) prior to being submitted to the U.S. export authorities, should one (1) or more TAA or MLA be required for the fulfilment of the Order. The Supplier shall also provide the Purchaser with a copy of the fully executed TAA or MLA and of the issued approval that includes all provisos that relate to the execution of the Order or the compliance obligations of the Parties. The Supplier shall provide to the Purchaser any specific non-disclosure agreement required by the Sanctions and Export Regulations through the TAA or MLA; and

l) in the case of military purchase, declare any political contribution, commission and fees payments as referred under Part 130 of the U.S. International Traffic in Arms Regulations (“ITAR”). This declaration shall be made in a form provided by the Purchaser.

8.5.In the event of Supplier’s failure to comply with its obligations under this Article 8 “Sanction and Export Control”, the Supplier shall, within a timeframe defined by the Purchaser and according to the defined technical specifications, replace or modify the relevant impacted Item in compliance with the applicable Sanctions and Export Regulations.

8.6.The Supplier represents that, at the date of signature of the Order, the Supplier is not a Sanctioned Person or located in a comprehensive embargoed country according to Sanctions and Export Regulations. The Supplier shall immediately inform the Purchaser in writing if during the course of the Order it becomes subject to any sanctions, investigation, claim, action, or proceedings according to Sanctions and Export Regulations.

8.7.In the event that (i) the Supplier becomes a Sanctioned Person and/or (ii) the performance of the Supplier’s obligations under this Order would constitute a breach of Sanctions and Export Regulations (each a “Sanctions Event”), the Purchaser shall be entitled to:

a) suspend performance of its obligations under the Order without prior notice and with immediate effect; and/or

b) terminate the Order with a prior written notice and with immediate effect in accordance with Article 13.1 “Termination for Supplier’s Default”; in each case, without any liability for the Purchaser.

8.8.No re-export

8.8.1.Without prejudice and in addition to the other provisions under this Article 8 “Sanctions and Export Control” the Parties shall not sell, supply, export or re-export, directly or indirectly, any goods or technologies supplied under or in connection with this Order to/for use in countries where EU exporters would be prohibited to sell, supply, export or re-export such goods or technologies (e.g. Russia, Belarus).

8.8.2.Any violation of these prohibitions by a Party (the “Defaulting Party”) shall constitute a breach of this Order and the other Party shall be entitled to:

a) suspend, without liability, deliveries impacted by the violation to the Defaulting Party; and/or

b) claim at law for demonstrable damages suffered as a direct consequence of the violation.

9. Delays

9.1.The Supplier shall notify the Purchaser orally, and promptly confirm in writing, immediately upon becoming aware of any known or anticipated delay in the performance of its obligations hereunder, stating the anticipated period of the delay, the reasons for the delay and the obligations affected.

9.2.Excusable Delay. Neither Party shall be responsible for nor be deemed to be in default of its obligations under the Order to the extent that such default is caused by an Excusable Delay. The affected Party undertakes to mitigate the effects of the Excusable Delay. If an Excusable Delay occurs and causes or is likely to cause a delay in the performance by either Party of its obligations under the Order, such Party shall notify the other Party in writing immediately after becoming aware of such Excusable Delay and provide reasonable evidence of the Excusable Delay. Immediately after the Excusable Delay has ceased and subject to the provisions of Article 13.2 “Termination for Excusable Delay”, the affected Party shall, unless otherwise agreed in writing, resume the performance of its obligations.

9.3.Non-Excusable Delay

9.3.1. A delay by the Supplier in the performance of its obligations under the Order, which does not qualify as an Excusable Delay, shall be a “Non-Excusable Delay”. In such event, the Purchaser shall be entitled to:

a) claim, as liquidated damages, per each event of Non-Excusable Delay, one percent (1%) of the price of the delayed Item Order line; and

b) claim, in the event that the amount of damages exceeds the total amount of the above liquidated damages, the full amount of such excess damages in respect of all losses, expenses, costs, claims and other damages incurred by the Purchaser arising from the Non-Excusable Delay.

9.3.2 The Purchaser’s right to claim liquidated damages and other damages is in addition to, and not in substitution of, any rights the Purchaser may have under the Order or at law including the right of the Purchaser to terminate the Order pursuant to Article 13.1. Termination for Supplier’s Default”.

10. Warranties

10.1.Without prejudice to any other warranties, the Supplier warrants to the Purchaser that the Item and/or any part thereof shall (i) be free from any defects and be suitable for their intended use and; (ii) comprise only materials and goods which are new, of recent manufacture, merchantable and of satisfactory quality and; (iii) be compliant with the quality requirements and with the Specification, if any, of the Purchaser and; (iv) in the case of a service, be performed with all reasonable skill and care and in accordance with best industry practice.

10.2.The Supplier shall, promptly repair or replace, at the Purchaser’s request, any defective or non-compliant Item, at no cost to the Purchaser. The warranty will be for the period as specified in the Specific Conditions, but in any case, for a minimum period of twenty-four (24) months from the acceptance of the Item by the Purchaser, as provided for in Article 6.4 “Acceptance of the Item” or in the case of a service, from completion of such service. The outstanding warranty period, including the period under which the Item was under repair, shall apply to any repaired and/or replaced Item as from the date of its first use after such repair or replacement, or in the case of a service, on resumption of such service. The Supplier shall be liable for all costs incurred by the Purchaser, as a consequence of the defect or non-compliance of the Item or service, including but not limited to, removal, reinstallation, transport, certification and tests.

10.3.This Article 10 “Warranties” shall apply in addition and without prejudice to any other rights and remedies under the Order and/or available to the Purchaser at law.

11. Price and Payment

11.1.Price. Unless otherwise specified in the Specific Conditions, prices are fixed and firm and shall be based on the delivery of the Item, as per Article 6.3.1, to the place specified in the Specific Conditions of the Order. No additional charge shall be made by the Supplier for packing, insurance or delivery unless otherwise agreed by the Parties and set out in the Specific Conditions and any such charge shall be separately identified in the Supplier’s invoices.

11.2.Taxes. Prices are exclusive of Value Added Tax and inclusive of, and the Supplier shall be liable for and pay, all other relevant taxes, levies and duties in connection with the Item, if any.

11.3.Invoices. For payment purposes, the Supplier shall issue an invoice concurrently with the delivery of the Item and send it for the attention of the Purchaser’s accounting department as specified in the Specific Conditions of the Order as well as with the documents accompanying the Item when delivered to the Purchaser. Each invoice shall include the designation, reference and quantity of Items, the Order and item numbers, the price, the actual delivery date, names and addresses of the Parties, the Supplier’s bank details, any specific terms or conditions and reference to a discount, if any. The Supplier shall issue its invoices in an electronic format, as specified by the Purchaser.

Consolidated invoices shall apply where the Supplier is required, on an on-going basis, to make more than one (1) delivery to the Purchaser within a fifteen (15) day period. In such event, invoices for those recurrent deliveries shall be consolidated into a single invoice. Consolidated invoices shall be submitted by the Supplier to the Purchaser on the 12th day and 27th day of each month and will cover deliveries occurring during the fifteen (15) days preceding such date.

11.4.Payment. Payments shall be made by electronic bank transfer or confirming to the Supplier’s nominated bank account, provided that the invoice received from the Supplier is valid, accurate and due. The Purchaser will make payments only for those Items which have been delivered in accordance with the terms of the Order. In the event of a dispute between the Parties, the Purchaser shall be entitled to withhold the payment of any disputed element of the invoice until resolution of such dispute. Unless otherwise specified in the Specific Conditions, payments with respect to Items shall be made thirty (30) days from the end of the month in which the invoice is issued, paid the tenth (10^th) day of the next calendar month. Should the payment day be a Saturday, Sunday or a bank holiday then the payment shall be made the following business day.

11.5.If any amount due to the Supplier remains unpaid after the date on which it is payable (the Due Date), the Supplier shall be entitled to charge interest on such sum from the Due Date until the actual date of payment of such a sum at a rate limited to the legal late payment interest (according to law 3/2004 approving the measures against late payment in commercial operations).

11.6.Without prejudice to any other right or remedy of the Purchaser, the Purchaser reserves the right to set off any amount owing at any time from the Supplier to the Purchaser against any amount payable by the Purchaser to the Supplier in respect of an Order, or otherwise due from the Purchaser to the Supplier.

12. Liability and Insurance

12.3.1.The Supplier shall subscribe and maintain, at his own expenses, with insurers of recognised reputation and security, the insurance policies needed for the coverage of its liabilities under the Order.

12.3.2.The Supplier shall furnish to the Purchaser on or before the date of signature of the Order and annually thereafter, the corresponding insurance certificates evidencing that such insurances are in full force and effect. However, evidence of Supplier’s subscription to the insurance coverage detailed in Article 12.3.5 below shall be provided by the Supplier at the latest prior to the first delivery of the Items to the Purchaser.

12.3.3.To the extent that the performance of this Order requires the presence of the Supplier’s employees, agents or subcontractors on the site(s) of the Purchaser or other designated sites, the Supplier shall effect and maintain general third party liability insurance commensurate with the exposure potential for loss of or damage to property of, or death of or injury to any person including the Purchaser, resulting from performance of the Order and such insurance cover shall not be less than fifteen million Euros (EUR 15,000,000) (or the equivalent) per occurrence, or any lower figure to the extent agreed in writing by the Purchaser.

12.3.4.If the Supplier is required to carry out work or services at or on an airfield and/or aviation premises, the Supplier shall either ensure that its general third party liability insurance extends to aviation and air-side exposure, or the Supplier shall maintain a dedicated aviation premises liability or working parties liability insurance in order to cover such exposure and such insurance cover shall not be less than fifteen million Euros (EUR 15,000,000) (or the equivalent).