AAL Ltd.

1 General

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1.1 Unless otherwise agreed in writing, these GTC shall be binding for all Customer Work Orders.

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1.2 Any terms and conditions stipulated by Customer shall not be valid, even if AAL has not objected thereto explicitly.

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1.3 These GTC shall apply exclusively to all services performed by AAL. Offers submitted by AAL shall be without obligation. Customer’s Work Orders shall become binding only on written confirmation by AAL. Modifications to the provisions contained herein shall be valid only, if explicitly agreed by an authorized representative of AAL in writing

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2 Scope of Services

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2.1 AAL shall only perform maintenance and repair work, if Customer has placed a Work Order with AAL, based on AAL’s quotation, and signed by an authorized representative of the Customer, and with confirmation that Customer has read, understood and accepted the then current GTC.

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2.2 Unless otherwise agreed Customer is responsible for the correct and complete work scope in his RFQ. All quoted scheduled inspection packages are based on the AMM Chapter 5 and do NOT include out of phase tasks, troubleshooting, service bulletins, or other tasks created by the customer. Those tasks will be charged additionally.

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2.3 AAL shall perform maintenance and repair work on aircraft and components including procurement of spare parts and equipment as necessary, in accordance with Customer work orders accepted by AAL in writing.

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2.4 Customer commits to make available the aircraft or components to AAL for the work commencement date as agreed in the work order. AAL reserves the right to re-schedule Customer work orders, if the commencement date is not met by Customer.

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2.5 AAL may subcontract the services in any part or in total, if contracted as per Part 145.A.70 (EASA Part-145), and with subcontractors included in AAL’s MOE as per Part 145.A.75, without Customer’s prior consent.

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2.6 AAL shall carry out at Customer’s cost and expense any unforeseen maintenance and repair works which are required in order to maintain the airworthiness of the aircraft, and in compliance with Part 145.A.50. AAL shall bring such new defects or incomplete maintenance to the attention of the customer to obtain agreement to rectify the defects or to complete missing elements. Additional work deemed as mandatory and costs below a threshold of CHF 2,500.00 per task, are not subject to prior approval. The customer hereby expressly authorizes AAL Ltd. to carry out the proposed task.

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2.7 If AAL identifies other repair work, which does not affect the airworthiness of the aircraft, AAL shall inform Customer immediately in writing of the extent of such work, including cost estimate and expected additional down time. Such work must be approved by Customer in writing before its commencement. If Customer decides not to perform the proposed work, AAL shall be exempt from any and all liability for any possible damage resulting from the omission of such repair work.

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It is understood that the signature of AAL’s certified engineer in the technical log of Customer’s aircraft only certifies the correct performance of maintenance and repair work. AAL assumes no responsibility for the airworthiness of Customer’s aircraft.

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2.8 Customer shall provide all employees and subcontractors of AAL free and safe access to its/his/her aircraft.

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2.9 Customer authorizes AAL to perform run-ups with licensed and qualified personnel, as deemed necessary by AAL.

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2.10 Maintenance check flights shall be performed as required by the aircraft manufacturers instructions or authorities (NAA) following the type of maintenance performed by AAL, or as required by AAL Quality Assurance. Maintenance check flights shall be carried out in accordance with the procedures specified in Customer’s CAME under the full responsibility of Customer. Prior to any check flight AAL shall issue a release to service of the aircraft. Maintenance check flights shall only be performed by Customer with attendance of AAL engineers as required. Customer has to ensure full aircraft, personnel and third party liability insurance.

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3 Customer Supplied Material

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3.1 It is at AAL’s discretion to accept and to install Customer supplied material. AAL has the right to add a handling charge for the administrative processing and incoming inspection. Customer shall provide complete documentation and certificates with such material. AAL does not accept any liability for Customer supplied material, including any consequential damages which may occur as a result of any discrepancy, malfunction, or failure of such material.

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4 Parts and Components

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4.1 All material offeredin quotations is subject to prior sale.

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4.2 Exchange parts prices/warranties offered aresubject to suppliers acceptance of exchange cores. If cores are rejected orbeyond economical repair, any resulting additional cost will be chargedseparately.

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4.3 In case of a dropshipment, the customer will be responsible for the full value of the parts.

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4.4 Customer who orderedparts for troubleshooting, might be charged with restocking fee in an amount of25% of the part value.

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4.5 All items replacedby AAL during repair or maintenance work shall be retained by AAL for sixty(60) days for disposition instructions from Customer. Thereafter remainingitems shall become the property of AAL.

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5 Aircraft Downtime / Turn Times

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5.1 Aircraft andcomponent maintenance and repair turn times stated by AAL shall be provisionaland serve as general information unless they have been explicitly declared asbinding by AAL in writing.

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5.2 AAL shall notifyCustomer as early as possible of any delay in delivery or completion of workorders, and AAL shall agree with Customer a reasonable adjustment of thecompletion date.

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6 Delay and Failure to Perform

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6.1 AAL cannot be heldresponsible for any failure or delay in performance resulting from causesbeyond AAL’s reasonable control. These may include, but are not limited to,events such as acts of government, court orders, civil unrest, sabotage,adverse weather conditions, pandemic, labour trouble, and shortage of materialsor services. AAL shall notify Customer of such events and will endeavour toavoid or remove the cause and resume performance with minimum delay.

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7 Transportation

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7.1 Customer shalldeliver the aircraft, or components, parts or equipment at its sole risk andexpense to AAL’s facility.

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7.2 Re-delivery ofcomponents, parts or equipment will be effected ex works (EXW Incoterms 2000),excluding packing material.

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7.3 If Customer fails topick up its/his/her aircraft or component later than two (2) calendar daysfollowing AAL’s notification of completion, the risk of damage to or loss ofCustomer’s aircraft or component shall pass to Customer and Customer shall paya reasonable storage fee, aircraft parking or hangar usage fee, notwithstandingany further claims of AAL. If formal redelivery and/or acceptance has notoccurred due to work stoppage by AAL for whatever reason and the aircraftremains parked at AAL, or if after formal redelivery and/or acceptance theaircraft remains at the AAL facility for a prolonged period, then it is thesole responsibility of the Customer to formally place a Work Order with AAL(which may be accepted by AAL if sufficient funds have been transferred ordeposited) regarding preventive or preservative maintenance measures and/orlong term storage to be applied to the aircraft and engines during suchextended grounding period of the aircraft to ensure continuing airworthinessfor use of the aircraft and to avoid any damage due to corrosion. AAL hereby expressivelyexcludes any liability for any damage of the aircraft during prolongedgrounding period of the aircraft.

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8 Technical Documentation

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8.1 Customer shallsupply all current documentation and all applicable safety and otherregulations, required for the performance of the agreed services by AAL. It isCustomer’s responsibility to ensure that the conditions of AAL in these GTC areacceptable to its appropriate authorities.

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8.2 AAL shall preparewritten work reports specifying all works performed and parts replaced,repaired or exchanged.

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9 Warranty

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9.1 AAL warrants thatmaintenance and repair works carried out by it shall be free from any defectsin workmanship for a period of thirty (30) days after the completion ofmaintenance and/or repair work on the aircraft but in no event exceeding fifty(50) flight hours.

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9.2 The warranty of AALshall expire if (i) Customer does not inform AAL in writing within eight (8)days from the discovery of the defect, (ii) Customer does not give AALimmediate access to the aircraft in order to inspect such defect, (iii)Customer or a third party appointed by Customer have tried to repair the defectwithout the prior inspection and authorization by AAL, (iv) Customer has nottaken all precautions to prevent an aggravation of the defect, (v) Customerdoes not comply with instructions given by AAL, or (vi) the aircraft is notoperated in accordance with all applicable operating directions.

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9.3 In case that anydefect results from faulty workmanship of maintenance and/or repair workperformed by AAL, the sole remedy available to Customer shall be the immediateremedy of such defect by AAL by repairing and/or replacing any defective partsand/or workmanship in its own facilities at no cost for Customer.

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9.4 If the repair orreplacement of defective parts cannot be carried out in the facilities of AAL,Customer shall bear all costs and expenses incurred in connection with thetravel of AAL personnel, transportation of spare parts, return of defectiveparts etc.

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9.5 In case of defectson equipment and spare parts which are used in the maintenance or repair of theaircraft as well as for services performed by third parties, AAL will assign toCustomer its own rights and claims (if any) against the manufacturer, supplieror vendor.

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9.6 Excluded from thiswarranty of AAL are all deficiencies which cannot be proved to have theirorigin in bad material used, faulty processes or poor workmanship, by AAL, andwhich have their origin in other causes beyond the control of AAL. Warrantyclaims may not be assigned or otherwise be transferred by Customer.

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10 Limitation of Liability /Indemnification

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10.1 The liabilityof AAL, includingwithout limitation for damage to or loss of the aircraft, its components, partsor equipment, shall belimited to the gross negligence or wilful misconduct of AAL, its personnel,agents and subcontractors. Furthermore, as far as permitted by mandatory law,AAL shall not be liable for non-foreseeable damages which are not typical forthe respective type of work order, nor for any indirect, consequential orincidental damages whatsoever, such as loss of profit, loss of orders, loss ofuse or production, inoperability of the aircraft, nor for any other occurrencesor damages.

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10.2 Customer shallindemnify and hold harmless AAL, its personnel, agents and subcontractors fromany claims, including third party claims, unless such claim is caused by thegross negligence or wilful misconduct of AAL, its personnel, agents and/orsubcontractors.

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10.3 Except for theobligations expressly undertaken by AAL in these GTC, Customer hereby waivesand releases all rights, claims and remedies with respect to any and allliabilities and warranties, express, implied or statutory. In particular, theCustomer shall not have any claim for any price reduction, termination ofcontract, etc.

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10.4 In no eventshall AAL be liable towards customer for any damage to, or loss of, goodsand/or personnel arising from acts of war, hi-jacking, terrorist acts and otherperils.

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10.5 AAL will not be heldliable for loss of any personal belongings or valuables left in the aircraft onAAL premises.

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11 Insurance

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11.1 Customer agrees to effectand maintain in full force and to provide AAL on request with a certificate ofthe following insurances:

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a) Hullall risks insurance as well as a risk all property insurance containing awaiver of subrogation and a waiver of any transfer of rights of recourse, infavour of AAL, its personnel and its subcontractors. The coverage shall includewar and terror risks while under the care and custody of AAL.

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b)Comprehensive legal liability insurance (including aircraft third partyliability insurance) including AAL, its personnel and its subcontractors asadditional insured parties.

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11.2 If Customer has orderedservices from AAL on behalf of a third party, Customer guarantees that suchthird party effects and maintains the above stated insurance coverage.

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12 Prices

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12.1 Unless otherwise stated,prices offered by AAL are estimates only for budgetary purposes, and will beinvoiced as per actuals, depending on the final work scope performed. The clientsacknowledge and accept the possibility of cost fluctuations within a variationof up to 20%.

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12.2 Fixed prices that havebeen agreed upon by the parties in writing shall only be adjusted if and to theextent that (i) the prices and/or exchange rates for any required spare parts,customs duties or other charges related thereto are increased, and/or (ii) anyother reasons beyond the reasonable control of AAL.

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12.3 All AAL pricesare quoted on a net basis ex works AAL. Any and all charges such as but notlimited to freight charges, insurance, certification and acceptance fees,taxes, levies, customs duties and similar charges imposed in connection withservices performed hereunder shall be borne by the Customer. Freight andhandling charges will be assessed as a percentage of the total material costs.The applicable percentage is contingent on the part price, ranging from 3% upto 11%. For shipments involving dangerous goods, a higher percentage of up to25% will be applied to account for the specialized handling and transportationrequirements associated with such materials. Please be advised that,regrettably, no breakdown of these charges can be provided. Customers areencouraged to consider these percentages as comprehensive representations ofthe associated freight and handling costs in relation to the total materialexpenses.

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12.4 Customer shall inform AALof their Sales Tax Identification Number. If there are any charges for servicessubject to VAT in accordance with EU regulations for Customers outside ofSwitzerland, such charges will always be invoiced separately.

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12.5 Depending on Customer’sindividual credit limit, AAL may request pre-payment before commencing thework, and/or down payments depending on work in progress. Further down paymentsmay become due for additional work identified during work in progress.Furthermore, AAL reserves the right to request full payment of the finalinvoice prior to delivery of the completed aircraft or component. The paymentterms as stated in AAL’s quote or agreed otherwise in writing apply.  

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12.6 Payment of fee amountsquoted/invoiced to the customer is deemed to be an acceptance of the quoteitself, services performed and/or parts delivered by AAL.

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12.7 Customer herewithirrevocably agrees that all items marked as „warranty” in the Work Order may bedirectly claimed by AAL from the (i) OEM, (ii) vendor or (iii) serviceprovider, of an airframe and/or engine care/service program/plan, as the casemay be. Customer shall inform AAL of any and all valid care or serviceprograms/plans and provide AAL with a copy thereof and shall inform andinstruct the OEM, vendor or service provider of AAL’s right of direct claim.Should the OEM, vendor or service provider refuse the claim for any reasonwhatsoever and AAL has performed the work according to the Work Order, Customershall be fully liable for all cost in connection with the Work Order.

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13 Payment

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13.1 Invoices of AAL are dueand immediately payable without any deduction. Unless otherwise agreed inwriting, Customer shall make advance payments as agreed with the Work Orderwithout delay. All costs of money transfer, especially fees charged by a bank, shallbe paid by Customer.

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13.2 Payments shall be made bythe Customer always against specific invoices by making reference to theinvoice and work order number.

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13.3 Payments shall always bemade in the currency as quoted and agreed with the purchase order, and asinvoiced by AAL. If payments are made by the Customer in a different currency,Customer accepts that such payments are exchanged at receipt by AAL into thequoted/invoiced currency at the then current exchange rate.

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13.4 AAL shall have the rightto charge a daily interest rate equal to twelve (12) percent per annum on a 365 day per year basis onall invoices not settled by the customer within thirty (30) days from theissuing date.

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13.5 Complaints regardinginvoices must be made not later than fourteen (14) days after the invoiceissuing date. Afterwards, any such complaints will be excluded. Any suchdispute shall not affect Customer's obligation to immediate payment of theundisputed parts of AAL's invoice. Such dispute deductions are only accepted upto a maximum of ten (10) percent of the total invoice value.

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13.6 Customer is not entitledto set off any claims against AAL‘s claims and credit balance.

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14 Force Majeure

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14.1 Either party hereto, shallbe released from the performance of their obligations under the work order tothe extent and for so long as the performance is impeded by reason of Force Majeure. The party hereto claimingthat an event of Force Majeure hasoccurred shall give prompt notice of the commencement and cessation of any suchevent. For the purposes of this clause the expression "Force Majeure" means, but shall notbe limited to, labour dispute, fire, mobilization, seizure of the aircraft,embargo, insurrection, lack of means of transport, restriction of the use ofenergy, bankruptcy or delay of a subcontractor, and generally any circumstanceswhich are beyond the control of the parties hereto and hinder performance byone party hereto of its/his/her obligations hereunder. If an event of Force Majeure continues for a periodexceeding three (3) months either party hereto shall be entitled to terminatethe order by notice in writing without incurring any further liability.

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15 Termination of Orders

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‍15.1 AAL may terminate Customerorders at any time by written notice, if Customer commences winding-up, becomesinsolvent, commits any act of bankruptcy or if a receiver, trustee or custodianis appointed of the Customer property. On termination AAL will have no furtherobligation to the Customer under the order, and the Customer will reimburseAAL’s termination cost including a reasonable allowance for profit.

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15.2 In the event of acancellation by the Customer of a confirmed slot or work order, AAL reservesthe right to invoice all accumulated costs. In case longer maintenance slots(planned for a period of over one week) are cancelled less than 14 days inadvance the full quoted value might be charged by AAL.

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16 Securities

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16.1 AAL reservesits ownership rights on all parts supplied or installed until full payment ofall invoices under the respective contract has been made.

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16.2 Until full payment of theprice for the respective order is made, AAL is entitled to a right of retentionof the part and/ or aircraft on the subject matter which was delivered to AALto perform its services. This right to retention will be also established tosecure any AAL claims from previous orders or from the total businessrelationship. In case of non-payment by Customer, both parties agree herewiththat AAL shall have a contractual lien on the subject matter delivered to AALto perform its services in addition to the right of retention. This contractuallien will be also established to secure any AAL claims from previous orders orfrom the total business relationship.

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17 Governing Law and Jurisdiction

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17.1 AAL and Customer agree that the provisions andthese GTC, all transactions executed hereunder and all relationships betweenthe parties hereto in this connection shall be construed under, governed andinterpreted in all respects by the laws of Switzerland; the Conventionon the International Sale of Goods (CISG) shall not apply.

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17.2 All disputes, controversies or differences, whichmay arise between AAL and Customer out of or in relation to or in connectionwith these GTC, or breach thereof, shall be exclusively and finally settled bythe Commercial Court of the Kanton of St. Gallen (Handelsgericht), Switzerland.

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17.3 However, the courts ofgeneral jurisdiction may, on request of a party hereto, order provisionalprotective measures in exclusive jurisdiction. The competent court has tospecify a certain period of time within which the action to prosecute the claimmust be brought to the agreed Commercial Court of the Kanton of St. Gallen (Handelsgericht).

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17.4 In case individualprovisions of these GTC shall be or become invalid, the validity of theremaining clauses of the GTC will not be affected thereby.

18 Maintenance OrganisationExposition

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18.1 For detailed proceduresplease refer to AAL MOE.