Materials

AERCAP MATERIALS TERMS AND CONDITIONS: QUOTE & SALES

1. PRECEDENT. The sale by Seller to Buyer of the goods specified (the “Goods”) on the sale quotation (the “Quote”) shall be governed exclusively by the terms of the Quote and these Terms and Conditions, which together shall constitute the entire agreement between Buyer and Seller with respect to the Goods (the “Contract”). The Contract specifically supersedes, takes precedence over, and fully replaces any terms and conditions which may be included in any purchase order received from Buyer for the Goods or in any other communication, oral or written, between Buyer and Seller. The Contract may be modified only by a written amendment executed by Buyer and Seller.
2. PRICING AND PAYMENT. Prices for the Goods shall be as specified in the Quote. Seller shall submit to Buyer a separate invoice for each portion of the Goods, as delivered, in accordance with the Contract. Unless otherwise specified in the Quote, Buyer shall pay each invoice in U.S. Dollars on net 30-day terms.
3. Breach and Remedies. The time within which Buyer is to pay for the Goods shall be of the essence of the Contract. Payments not made in accordance with the net term of the Contract shall be deemed to be past due on the first (1st) day after expiration of the net term (“past due”). Interest shall accrue at the rate of one and one-half percent (1.5%) per month, or at the highest rate allowed by law (whichever is less), on any payment which becomes past due, and shall continue to accrue until the payment is paid in full, including any interest owed. Further, if any payment is past due, Seller reserves the right to stop all further shipments of the Goods and all goods under any other contracts with Buyer (“other contracts”) and seek any and all remedies permitted by law. Buyer’s breach of the Contract shall constitute a breach of any other contracts and, conversely, Buyer’s breach of any other contracts shall constitute a breach of the Contract. Buyer agrees to pay the reasonable collection charges and legal costs and fees, including attorney’s fees, incurred by Seller in collecting any payments past due.
4. TAXES, ETC. Any and all taxes (including, but not limited to, stamp and turnover, transfer, sales, or value-added taxes), duties, fees, and charges or assessments of any nature levied by any governmental authority in the United States or any other country or jurisdiction in connection with sale of the Goods hereunder, whether levied against Buyer or Seller, shall be the responsibility of Buyer. Notwithstanding the foregoing, Buyer shall not be responsible for any federal, state or local income, capital or franchise taxes levied against Seller in the United States.
5. DELIVERY; RISK OF LOSS. Delivery dates are approximate only. Buyer acknowledges and understands the dates provided are estimates and do not represent a firm delivery commitment. Delivery of the Goods shall be F.O.B. (UCC) Seller’s facility, Memphis, Tennessee, in the case of “domestic sales” (where Buyer’s headquarters and principal base of operations are located in the U.S.A. and the Goods are not for export), and EXW (Incoterms 2010) Seller’s facility, Memphis, Tennessee, U.S.A. in the case of “international sales” (where Buyer’s headquarters or principal base of operations is located in a country other than the U.S.A. or the Goods are for export). All risk of loss of or damage to the Goods shall pass to Buyer as soon as the Goods are delivered to the carrier at Seller’s facility. The foregoing shipping terms shall have the meanings set forth in the Tennessee Uniform Commercial Code for domestic sales (“UCC”) or in Incoterms 2010, as published by the International Chamber of Commerce, for international sales (“Incoterms”).
6. SHIPPING; EXPORT. Transportation from Seller’s facility shall be at Buyer’s sole cost and expense. Buyer shall be responsible for arranging transportation, but upon Buyer’s written request, Seller shall make transportation arrangements on Buyer’s behalf, in which event methods and route of shipment shall be at the discretion of Seller. If Buyer requests an alternate shipping method or route, then any additional expense of such method or route also shall be borne by Buyer. Seller shall quote prices for insurance and/or freight upon request. All shipments hereunder shall be subject to the export control laws and regulations of the United States and any amendments thereto. Buyer shall not make any disposition of the Goods by way of trans-shipment, re-export, diversion or otherwise, other than in and to the ultimate country of destination specified on the Quote or declared as the country of ultimate destination on Seller’s invoices, except as such laws and regulations may expressly permit. Buyer shall be responsible for compliance with all import regulations imposed by any foreign jurisdiction to which the Goods may be shipped.
7. EXPORT CONTROLS. Buyer agrees that it will not sell, distribute, disclose, release or otherwise transfer any item or technical data provided under the Contract into any sanctioned country or region or to any sanctioned entity or individual, including: (i) any country designated as a “State Sponsor of Terrorism” by the U.S. Department of State, including, for this Contract, the countries of Iran, Syria, Cuba, and North Korea (ii) any entity located in, or owned by an entity located in, a “State Sponsor of Terrorism” country or Iran, Syria, Cuba, or North Korea, (iii) the countries of Russia and Belarus, (iv) the Russian-occupied Ukrainian territories of Crimea, Donetsk, and Luhansk, or (v) any person or entity listed on the “Entity List” or “Denied Persons List” maintained by the U.S. Department of Commerce, the list of “Specifically Designated Nationals and Blocked Persons” maintained by the U.S. Department of Treasury or any other applicable prohibited party list of the U.S. Government. This clause will apply regardless of the legality of such transaction under local law. Except as otherwise agreed in writing between the parties, each Party shall be responsible for obtaining and maintaining any authorization required for its performance under this Contract (including transfer of any item or technical data under this Contract), such as Export License, Import License, Exchange Permit, or other required government export or import authorization. Each Party shall provide the reasonable assistance necessary for the other Party to secure and comply with such authorizations as may be required. Each Party shall not be liable if any government export authorization is delayed, denied, revoked, restricted, or not renewed despite reasonable efforts by the Party. Additionally, such delay, denial, revocation, or non-renewal shall not constitute a breach of this Contract. The customer shall not use any items sold by Seller for any military application or resell them for such purpose.
8. PROPRIETARY INTERESTS. Buyer shall grant, and by acceptance of the Goods shall be deemed to have granted, to Seller a first-priority security interest in the Goods to secure payment of their purchase price. Seller shall have the right to give all appropriate notices, to file a UCC-1 financing statement in all appropriate jurisdictions, and to execute, deliver, and file in any jurisdiction such other documentation as may be necessary or useful in Seller’s judgment to give notice of or perfect its security interest in the Goods.
9. INSPECTION & ACCEPTANCE. Buyer shall have ten (10) days after delivery of the Goods to inspect and either accept or reject them. If the Goods are rejected, Buyer shall give prompt written notice to Seller, which shall be received by Seller no later than fifteen (15) days after delivery of the Goods. Such written notice of rejection shall fully specify all claimed defects and nonconformities, and Buyer may not claim any unstated defect or nonconformity. Buyer’s failure to give the requisite notice within the foregoing period shall constitute acceptance. Seller’s only obligation shall be either to correct any claimed defect in the Goods or, in its sole discretion, substitute other goods. Buyer shall not, under any circumstances, be entitled to reject the Goods if they conform in all respects to the Contract.
10. EXCUSABLE DELAYS. Seller shall be excused for delays in deliveries arising from causes outside its control, including, but not limited to: (i) acts of God, acts (including delay or failure to act) of any governmental authority, wars (declared or undeclared), acts of terrorism, riots, priorities, hijackings, fires, strikes, labor stoppages, sabotage, epidemics, and interruptions of essential services and supplies such as electricity, natural gas, fuels, and water, unforeseeable circumstances, or revocation of any government license, approvals or permits, and (ii) inability to timely obtain from vendors or subcontractors necessary and proper labor, materials, components, facilities or transportation, when the vendor or subcontractor has experienced an excusable delay as described above in this paragraph and such items cannot reasonably be obtained from another source.
11. The Contract may be canceled by Buyer only in the event that Seller is in material default thereunder and fails to cure the default within thirty (30) days following the receipt by Seller of written notice thereof from Buyer.
12. GUARANTEED REPAIRABLE. If the Goods are guaranteed by Seller to be repairable, then this shall be conspicuously stated in the Quote. Goods sold in guaranteed repairable condition are sold without any warranty, except that the Goods shall be capable of being repaired. Goods returned must have the approval of Seller. Seller will allow thirty (30) days from the date of delivery for the Buyer to determine if the Goods are repairable and an additional fifteen (15) days for return of the Goods. Goods approved to be returned to Seller but not received by Seller with forty-five (45) days of delivery will not be accepted for credit and shall be returned to the Buyer at Buyer’s cost.
13. DISCLAIMER OF WARRANTY. THE GOODS ARE SOLD AND SHALL BE DELIVERED BY THE SELLER “AS IS, WHERE IS AND WITH ALL FAULTS,” AND BUYER AGREES AND ACKNOWLEDGES THAT SELLER SHALL HAVE NO LIABILITY IN RELATION TO, AND THAT SELLER HAS NOT, AND SHALL NOT BE DEEMED TO HAVE MADE OR GIVEN, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OF THE GOODS OR ANY PART THEREOF, INCLUDING BUT NOT LIMITED TO AIRWORTHINESS, VALUE, QUALITY, DURABILITY, DESIGN, OPERATION, DESCRIPTION, MERCHANTABILITY OR FITNESS FOR USE OR PURPOSE, AS TO THE ABSENCE OF LATENT, INHERENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AS TO THE COMPLETENESS OR CONDITION OF ANY DOCUMENTS, AND/OR AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, COPYRIGHT, DESIGN OR OTHER PROPRIETARY RIGHT; AND EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, ALL WARRANTIES AND REPRESENTATIONS (AND ANY OBLIGATION OR LIABILITY, IN CONTRACT OR IN TORT) IN RELATION TO THE GOODS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ARE EXPRESSLY EXCLUDED.
14. LIMITATION OF LIABILITY. In no event shall Seller be liable for more than the purchase price of any of any Goods in dispute, whether on account of any breach of this Agreement or any alleged defect in the Goods, or based on any other grounds or legal theory, whether arising in contract or tort. To the extent that either party is subject to liability for any breach under the Contract, the liability of such party shall be limited to the actual and direct monetary damages caused by the breach. In no event shall either party be liable for indirect, special, consequential, multiple or punitive damages, or any damage deemed to be of an indirect or consequential nature arising out of or related to its performance under the Contract or any other related agreement, whether based upon breach of contract, warranty, negligence, loss of use, or loss of profits, and whether grounded in tort, contract, civil law, or other theories of liability, including strict liability.
15. Buyer shall indemnify, defend, and hold harmless Seller, its affiliates, and their respective shareholders, directors, officers, employees, agents, contractors, successors and assigns, from and against any liability, loss, cost or expense suffered or incurred, if arising from claims of third parties, to the extent caused by handling or operation of the Goods following delivery thereof to Buyer. Limits on the parties’ contractual liabilities shall not apply to Buyer’s indemnity against third party claims.
16. If any provision of the Contract shall be deemed illegal or otherwise unenforceable, in whole or in part, that provision shall be enforced only to the extent legally permitted, and the remainder of the provision and the Contract shall remain in full force and effect.
17. APPLICABLE LAW. The parties hereby agree that the validity, interpretation, performance, and enforcement of the Contract and any dispute arising thereunder shall be governed by the laws of the State of Tennessee, U.S.A. Any civil action brought pursuant to the Contract or arising out of any matter or business conducted under the Contract may be brought in the state or United States federal courts located in Tennessee, and both parties hereby consent to the non-exclusive jurisdiction of such courts. THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL NOT BE GOVERNED BY THE PROVISIONS OF THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.
18. OPTIONAL ARBITRATION FOR INTERNATIONAL SALES.
19. If Buyer’s headquarters or principal base of operations is located in a country other than the U.S.A. or the Goods are for export, then at the election of either party, which shall be deemed waived if not exercised within seven (7) days after service of process on such party in any court action arising under the Contract, any dispute, controversy or claim arising out of or relating to the Contract or the breach thereof shall be settled in accordance with the International Arbitration Rules (the “Rules”) of the American Arbitration Association as then in force by one arbitrator. The International Centre for Dispute Resolution (“ICDR”) shall administer the arbitration. Where there is conflict between the Rules and this arbitration paragraph, the provisions of this paragraph shall govern. If either party elects to have any matter settled under this paragraph, then resolution of such matter shall be conducted expeditiously, so that final settlement shall be accomplished in one hundred twenty (120) days or less following receipt by a party of the electing party’s notice of arbitration (the “Notice Date”).
20. Within a period of ten (10) days following the Notice Date, the parties shall appoint one arbitrator from a list of five attorneys selected on the basis of their experience in and knowledge about aviation and commercial transactions, which list shall be supplied by ICDR. If the parties fail to agree on the appointment of an arbitrator within the period provided for above, ICDR shall appoint an arbitrator from its panel of arbitrators at the request of either party. The arbitrator shall be responsible for management of the settlement process and shall cause timely scheduling of all events to assure settlement within the one hundred twenty (120)-day period required in subpart (a); provided, the arbitrator may extend the settlement period in the interests of justice, and failure to complete settlement within the scheduled period shall not constitute a basis for challenging the award. The arbitrator shall be jointly compensated by the parties at a rate determined by ICDR, and the parties shall share other costs of the proceedings equally, subject to the arbitrator’s award of costs provided for in subpart (d). The arbitrator shall be neutral, independent and impartial and shall abide by the Canons of Ethics of the American Bar Association for neutral, independent arbitrators. The arbitrator shall be subject to disqualification if a party, before the appointment, asks for the views of the arbitrator or makes an ex parte disclosure of significant facts or themes of the dispute.
21. The arbitration, including the rendering of the award, shall take place in Memphis, Tennessee, U.S.A., and the language to be used in the arbitral proceedings shall be English. The Contract and all disputes arising out of or related to the Contract, or the performance, enforcement, breach or termination of the Contract and any remedies relating thereto, shall be construed and determined in accordance with the laws of the State of Tennessee, U.S.A.
22. The award of the arbitrator may be, alternatively or cumulatively, for monetary damages, an order requiring the performance of non-monetary obligations (including specific performance) or any other appropriate order or remedy, except that the arbitrator shall have no power to award punitive, non-compensatory or exemplary damages. Any award made in pursuance of this paragraph may include costs, including, but not limited to, the cost of the arbitrator and a reasonable allowance for attorneys’ fees, and prejudgment interest at whatever rate the arbitrator may deem appropriate. Interest shall run on any award at such rate from the date of the award until payment in full. The arbitrator may issue interim awards and order any provisional measures which should be taken to preserve the respective rights of either party. The arbitrator shall supply the reasons on which the award was based.
23. Any award rendered by the arbitrator shall be payable in U.S. Dollars and, subject to either party’s right to challenge the award as provided herein, shall be the final disposition on the merits. Judgment upon the award rendered may be entered by any court of competent jurisdiction, or application may be made to any such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The parties shall have the right to challenge any interim or final award of the arbitrator solely on the grounds that the arbitration was not conducted in accordance with this paragraph and/or the Rules. The parties otherwise waive their rights of appeal.
24. Without prejudice to the authority of the arbitrator hereunder, should either party seek a temporary restraining order, replevin, prejudgment attachment or preliminary injunctive or other extraordinary relief, the court shall retain jurisdiction to act.
25. The arbitrator shall have the power to determine the existence, validity or scope of the Contract and this arbitration paragraph itself. For the purposes of challenge to the arbitrator’s jurisdiction, this arbitration paragraph shall be considered as separable from the Contract.
26. If either party fails to appear following notice of a hearing, the other party may proceed with an ex parte hearing.
27. NOTICES. All notices and other communications under, or in connection with, the Contract shall, unless otherwise stated, be given in writing by hand delivery, mail, overnight courier service, facsimile or email. The address, facsimile and email details for notices to each party are as set forth on the Quote. Any such notice or other communication shall be deemed effectively given when received by the recipient (or if receipt is refused by the intended recipient, when so refused).
28. CONFIDENTIALITY. Each of Seller and Buyer agrees that it will not, without the prior written consent of the other, disclose or permit to be disclosed the terms of sale of the Goods to any person or entity, except its counsel, financial advisors and auditors; provided, however, disclosure may be made as required by applicable law or governmental regulation, or pursuant to legal proceedings, including pursuant to an order of any court or governmental agency having jurisdiction.
29. TERMINATION. Seller shall have the right to terminate the Contract on the bankruptcy or insolvency of Buyer or the appointment of a receiver for its property by giving written notice of termination, such termination to take effect five days after the date of such notice.
30. NO BROKER/FINDER FEES. Each party represents and warrants to the other party that no other person or firm brought about the Contract or is entitled to compensation in respect to it.
31. ENVIRONMENTAL AND HEALTH. OEM manuals and illustrated parts catalogues indicate that certain parts, or components of parts, constituting the Goods may contain asbestos or other hazardous materials that may pose a threat to human health or the environment. Seller has not determined whether any of the Goods contain such materials. The Buyer is urged to consult the OEM manuals and catalogues before engaging in any repair or operational activity, such as cutting, grinding, sanding, or other abrasive activity, that may result in the release of dust, fumes, particulates, fibers, and the like, and to use appropriate personal protective equipment and environmental, health, and safety controls. Buyer acknowledges receipt of this warning and responsibility for communicating necessary information to its employees and any other parties under its control. The indemnification obligations of paragraph 13 shall extend to any liability, loss, cost or expense arising out of the use, handling, modification, disassembly, repair, and/or disposal of the Goods.

AERCAP MATERIALS GENERAL TERMS AND CONDITIONS OF PURCHASE

1. ACCEPTANCE. Acceptance of this purchase order will be according to the terms and conditions shown on the face hereof, unless other conditions are agreed upon in writing between the “Seller” (as designated in the Purchase From Box on the purchase order) and AerCap Materials, Inc (the “Purchaser”). This purchase order supersedes any previous terms and conditions contained in any quotation or acknowledgment. In the event of any conflict in terms between this purchase order and any specific contract for the goods, materials or components referred to herein the terms and conditions of such specific contract shall prevail.
2. INSPECTION. Acceptance of each component covered by this purchase order shall be subject to inspection and acceptance by the Purchaser. The Purchaser may, in its sole discretion, reject any component if not satisfied. The Purchaser, at Seller’s risk, will hold components so rejected. Any and all expenses incurred by the Purchaser, including transportation charges, in respect of rejected material will be paid by the Seller. Payment for any component shall not be deemed acceptance thereof by Purchaser or a wavier by Purchaser of any right to test or inspect such component.
3. QUALITY. The conformance of any component (including related documents) supplied by Seller will be measured. Should performance be deemed unacceptable, a corrective action plan may be required, in addition to corrective action for specific non-conformances. Seller agrees to work with Purchaser to resolve root causes and implement corrective actions of these issues.

   Seller will maintain a quality management system capable of:
   - ensuring that components to be provided are as specified in the Order. Purchaser will have access to the revision status of identified specifications, drawings, process requirements, work instructions and other relevant technical data necessary to provide components conforming to the requirements specified in the purchase order; - monitoring and managing approval of the components; methods, processes, and equipment; and the release of components; - ensuring competence, including any required qualification of personnel; - monitoring and managing Seller's interactions with Purchaser; - monitoring and measuring test, inspection, and verification processes and procedures; - employing statistical techniques for acceptance of components and related instructions for acceptance by the organization; and - ensuring that persons are aware of their contribution to conformity of components, their contribution to product safety, and the importance of ethical behavior.

   Seller shall:
   - use Buyer-designated or approved external providers as specified in the purchase order; - notify Purchaser of any nonconformities regarding the components, for both components already delivered and comonents in process. Seller shall also obtain approval from Purchaser for disposition of nonconforming components; - prevent the use of suspected unapproved, unapproved, and counterfeit parts; - notify Purchaser in writing in advance of any changes to (1) the components, their specifications, and/or composition, (2) processes or services, (3) external providers, and (4) location, if applicable, and obtain Purchaser’s approval of such changes; - flow down to the supply chain applicable Purchaser requirements including customer requirements as specified in the purchase order; - provide a certificate of conformity, test reports, or authorized release certificate, as specified in the purchase order; - retain records associated with a purchase order for a minimum of seven (7) years or as otherwise specified in such purchase order; - allow adequate access at Seller’s location where the purchase order specifies on-site verification or validation activities; and provide the right of access to Purchaser, its customers, and regulatory authorities to the applicable areas of facilities involved in the manufacture or supply of components ordered hereunder and to applicable records, at any level of the supply chain.

4. TAXES. Purchaser shall be required to pay, and Seller shall be required to collect, sales taxes levied or imposed as a result of the delivery of any component under this purchase order to Purchaser’s facility in Tennessee. If delivery of any component is made elsewhere, Seller shall be responsible to give Purchaser notice of any taxes, which will be due at the time of acceptance of this purchase order. If Purchaser objects to the amount of such taxes, Purchaser shall have the right to withdraw this purchase order. If Seller fails to give Purchaser notice as set forth herein, Seller shall be responsible for such taxes. The parties agree to fully cooperate in providing one another with any and all documents that may be used to obtain an exemption on taxes and duties levied on the purchase of any component herein.
5. APPLICABLE LAW. If the total payment due for components sold pursuant to this purchase order is less than $250,000, the definitions of terms used, interpretation of this purchase order, and rights and liabilities of parties hereto shall be construed under and governed by the laws of the State of Tennessee USA. If the total payment due for components sold pursuant to this purchase order is equal to or exceeds $250,000, the definitions of terms used, interpretation of this purchase order, and rights and liabilities of parties hereto shall be construed under and governed by the laws of the State of New York USA. Seller agrees to pay all cost and expenses, including reasonable attorney’s fees, incurred by Purchaser in any action to enforce its rights hereunder.
6. SEVERABILITY. Any provision of this purchase order, which is prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such provision in any other jurisdiction. To the extent permitted by applicable law, each party hereby waives any provision of the law, which renders any provision hereof prohibited or unenforceable in any respect.
7. NON-PERFORMANCE. Time is deemed to be of the essence and the Purchaser reserves the right to cancel all or any part of this purchase order without prejudice to any other rights it may have, in the event of failure by the Seller to deliver and/or perform at such time or times as are specified herein. The Purchaser may, however, waive the time requirement provided that such waiver is in writing and, thereafter, upon notice by the Purchaser, time may again be deemed to be of the essence. The Seller agrees that in the event of failure to deliver as specified herein, the Purchaser may return part or all of any shipment and any and all cost and expenses incurred by the Purchaser shall be paid by the Seller. If any component is not delivered within the time specified herein, Purchaser may cause Seller to ship the goods by the most expeditious means of transportation, with any additional transportation charges to be paid by the Seller.
8. PAYMENT. All payments shall be made in the currency of the United States. Payments for any component acquired hereunder, shall be agreed to in writing between Seller and Purchaser provided however that the Purchaser’s quality, quantity and price requirements are met. Said written agreement as to payment is deemed to form an integral part hereof. Failure to comply with any of the general terms and conditions of purchase and/or governing conditions and any special conditions of the purchase specified herein shall result in delay of payment of invoice by the Purchaser. Purchaser reserves the right to set-off any amounts Seller currently owes Purchaser or any of its affiliates.
9. PRICES. Prices must conform to those agreed to in this purchase order and no charges will be accepted unless the Purchaser has given its prior written consent.
10. LANGUAGE. The parties have agreed that this purchase order and all documents relating to this purchase order be in the English language.
11. TERMINATION. Purchaser may terminate the purchase order at any time by written notice to Seller with or without cause, Purchaser may terminate the purchase order immediately if the Seller becomes insolvent or performs or permits any act of bankruptcy, liquidation, reorganization or if a receiver, trustee, or custodian is appointed for Seller or a substantial part of Seller’s property.
12. FORCE MAJEURE. Should either the Purchaser or the Seller be delayed in performing its obligations hereunder by reason of force majeure, floods, strikes, lock outs, or any other causes beyond its control, then such party shall be entitled to an extension of time equivalent to the delay for the performance of its obligations, provided that prompt notice in writing of the occurrence causing or likely to cause such delay is given to the other party and provided that such delay does not cause undue hardship to the other party in which case the other party may cancel this purchase order without recourse.
13. WARRANTY. Seller covenants and agrees that at the time of delivery of the components sold hereunder: a) Seller shall have good and sufficient legal title to the components, b) Seller shall have full power and lawful authority to transfer title to Purchaser, and c) the components shall be subject to no mortgage, pledge, lien, charge or other encumbrance.
14. INDEMNIFICATION. The Seller shall indemnify and save and hold harmless the Purchaser from and against any and all cost, damages, suits, and demands of any nature arising out of the performance by the Seller of its obligations hereunder and including claims made, property damages sustained and personal injury (including death) caused by the components sold pursuant to this purchase order, except to the extent that such injury or damage is attributable to the gross negligence and willful misconduct of the Purchaser, its agents or employees. Such indemnity shall specifically include all claims asserted against Purchaser for any personal or property damage caused by any components which are explosive, inflammable, toxic or otherwise hazardous, or by the transportation thereof before unloading at Purchaser’s designated facility. The Seller must furnish evidence of insurance covering the above indemnification requirements. If such insurance is unsatisfactory to the Purchaser in its sole discretion, the Purchaser may cancel this purchase order. Further, the Seller agrees to indemnify and save and hold harmless the Purchaser from and against any and all claims for infringement and any patent, trademark, copyright, industrial design or other interests or charges in any articles purchased hereunder.
15. PROHIBITED GOODS AND SERVICES. The United States of America prohibits the importation of goods or the purchase of services from the following countries: Burma, Cuba, Iran, Iraq, Liberia, Libya, North Korea, and Sudan. No goods or services from the aforementioned prohibited countries may be used directly or indirectly in providing any of the items (whether goods, services, or otherwise) covered by this purchase order. Such list can change from time to time and it is Supplier’s responsibility to ensure compliance with such list at all times. Current information can be obtained by accessing the Internet at URL http://www.treas.gov/ofac/. Supplier agrees to comply with all import regulations pursuant to 19 U.S.C. 1484
16. BROKER/FINDERS FEES. Seller and Purchaser each indemnify the other party from liability for fees, commissions or other claims made upon the other by third party brokers or finders when the indemnifying party caused such claims.
17. PACKAGING AND SHIPPING INSTRUCTIONS. All components shall be packaged in the highest commercial standard and properly marked (including notice of hazardous substances or dangerous goods) or otherwise prepared for shipment so as to secure the lowest transportation rates and to meet carrier’s requirements. No charge will be allowed for packing, crating or carriage unless stated herein. Unless otherwise directed by Purchaser, all surface shipments shall be declared at the lowest release valuation allowed by their carrier. Packing Slips must be issued to cover this purchase order and enclosed with this shipment.
18. RISK OF LOSS. Risk of loss of any component purchased hereunder shall be borne by Seller until the goods are delivered to Purchaser.
19. ASSIGNMENT. Seller may not assign, in whole or part, this purchase order without prior written consent of Purchaser.
20. WAIVER. Failure by Purchaser to assert all or any rights upon breach of this purchase order shall not be deemed a waiver of such rights either with respect to such breach or any subsequent breach, nor shall any waiver be implied from Purchaser’s payment. No written waiver of any right shall extend to or affect any other right Purchaser may possess, nor shall such written waiver extend to any subsequent similar or dissimilar breach.
21. AMENDMENT, VARIATION AND ASSIGMENT. No variation, modification change or amendment of this purchase order, and no waiver of any term or provision hereof shall be deemed valid or binding on the Purchaser unless reduced to writing and signed by the parties hereto.
22. VISITATION. Purchaser maintains the right of access by Purchaser, Purchaser’s customers and regulatory authorities to all of Seller’s facilities involved in this purchase order and all applicable quality records as they relate to this purchase order.
23. ENTIRE AGREEMENT. These General Terms and Conditions of Purchase, together with any additional terms or conditions which may separately be made applicable by Purchaser to particular components, govern the purchase of components by Purchaser, notwithstanding any different, conflicting, or additional terms or conditions which appear on any sales order or other business form submitted by Seller. Any such different, conflicting or additional terms submitted by Seller will not become a part of the contract or purchase order between Seller and Buyer.

DOCUMENTATION. The packing slip, Teardown Report, Certificate of Airworthiness (8130, EASA, CAAC), and any other documentation as specified on the PO will be forwarded to AerCap Materials, Inc. “Any documents or records (i) pertaining to the purchase of a component or (ii) generated in the course of making a component serviceable as a result of a repair made by either an international or domestic repair station, shall be retained for a minimum of 2 years from the date the component was approved for return to service or the date when the purchase order for such component was provided, whichever is later.

AERCAP MATERIALS WORK ORDER TERMS & CONDITIONS

1. TERMS AND CONDITIONS; ACCEPTANCE. Either Supplier’s written acceptance of, or its full or partial performance under, any work order which incorporates these standard terms and conditions (a “WORK ORDER”) will constitute acceptance of all of the terms and conditions contained herein, unless other terms and conditions which conflict with these standard terms and conditions are expressly agreed upon in writing between Supplier and AerCap Materials, Inc. Any proposal for additional or different terms by Supplier or any attempt by Supplier to vary in any degree any of these standard terms and conditions, unless expressly agreed upon in writing by AerCap Materials, Inc, is hereby objected to and rejected. Notwithstanding the foregoing, no proposal by Supplier for additional or different terms will operate as a rejection of a WORK ORDER by Supplier unless such variances affect the description, quantity, price or delivery schedule of the Services (as defined below). Rather, the WORK ORDER will be deemed to have been accepted by Supplier without any additional or different terms. The WORK ORDER will include, at a minimum, a description of the Services to be provided (the “Workscope”), the required completion date, and the related contract code(s), as required. Any WORK ORDER accepted by Supplier will constitute the entire agreement of the parties and will supersede any previous terms and conditions contained in any quotation or acknowledgement.
2. SERVICES. Subject to these standard terms and conditions and such additional terms and conditions as may be set forth on the face of any WORK ORDER accepted by it, Supplier will perform the Services (as defined below) in accordance with the standards set forth in this section 2 and in an ethical manner in compliance with laws and regulations relevant to both parties. The “Services” means the overhaul or servicing of aircraft engine and airframe components, including avionics and accessories, all as described on the face of a WORK ORDER, including all labor and materials used by Supplier in the performance thereof. Supplier will perform all repairs in accordance with the original equipment manufacturers (“OEM”) repair or overhaul manual, specifications and procedures, even though alternative methods may have been approved by a Designated Engineering Representative and documented on FAA Form 8110, unless an alternative method has been expressly authorized by AerCap Materials, Inc in a memorandum of understanding or other written agreement (“MOU”). In the event of any conflict in terms between any MOU and a WORK ORDER associated with the particular Services, the terms and conditions of the WORK ORDER will prevail. Supplier may not utilize subcontractors in its performance of the Services without the prior written consent of AerCap Materials, Inc.
3. SECURITY. If, for any reason, Supplier is required under the terms of a WORK ORDER to enter AerCap Materials, Inc’ facilities, Supplier will cause its employees to comply with AerCap Materials, Inc’ generally applicable security procedures.
4. WORKSCOPE DIRECTIVES. The Work scope will describe in detail the Services to be performed and what specific processes are to be followed. The WORK ORDER will include the part and serial numbers of equipment being furnished by AerCap Materials, Inc for Services. Supplier will perform no Services if beyond the Work scope, unless authorized in writing by AerCap Materials, Inc. AerCap Materials, Inc may rely upon any Return to Service Certificates (e.g. 8130/EASA/CAAC) signed by Supplier’s quality control representative as conclusive regarding inspections and tests.
5. TURN AROUND TIME. The agreed turnaround time (the “TAT”) will be set forth on each WORK ORDER or in a MOU between the parties and calculated from the date of delivery of the equipment to Supplier until the date of redelivery (including related paperwork) to AerCap Materials, Inc. Evidence of delivery and redelivery will be confirmed by the common carrier. Agreed TAT will be a material element of Supplier’s performance.
6. NON-DISCRIMINATION IN EMPLOYMENT. Supplier will not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, physical handicap or national origin.
7. QUALITY. The conformance of goods or Services (including related documents) supplied by Supplier will be measured. Should performance be deemed unacceptable, a corrective action plan may be required, in addition to corrective action for specific non-conformances. Supplier agrees to work with AerCap Materials to resolve root causes and implement corrective actions of these issues.
   
   Supplier will maintain a quality management system capable of:
   - ensuring that goods or Services to be provided are as specified in the WORK ORDER. Supplier will have access to the revision status of identified specifications, drawings, process requirements, work instructions and other relevant technical data necessary to provide goods or Services conforming to the requirements specified in the WORK ORDER;
   - monitoring and managing approval of goods or Services; methods, processes, and equipment; and the release of goods or Services;
   - ensuring competence, including any required qualification of personnel;
   - monitoring and managing Supplier’s interactions with AerCap Materials;
   - monitoring and measuring test, inspection, and verification processes and procedures;
   - employing statistical techniques for acceptance of goods or Services and related instructions for acceptance by the organization; and
   - ensuring that persons are aware of their contribution to conformity of goods or Services, their contribution to product safety, and the importance of ethical behavior.
   
   Supplier shall:
   - use customer-designated or approved external providers as specified in the WORK ORDER;
   - notify AerCap Materials of any nonconformities regarding goods or Services, for both completed and in progress Services. Supplier shall also obtain approval from Buyer for nonconforming goods disposition;
   - prevent the use of suspected unapproved, unapproved, and counterfeit parts;
   - notify AerCap Materials in writing in advance of any changes to (1) the goods, their specifications, and/or composition, (2) processes or services, (3) external providers, and (4) location, if applicable, and obtain AerCap Materials’ approval of such changes;
   - flow down to the supply chain applicable AerCap Materials requirements including customer requirements as specified in the WORK ORDER;
   - provide a certificate of conformity, test reports, or authorized release certificate, as specified in the WORK ORDER;
   - retain records associated with an WORK ORDER for a minimum of seven (7) years or as otherwise specified in such WORK ORDER;
   - allow adequate access at Supplier’s location where AerCap Materials’ WORK ORDER specifies on-site verification or validation activities; and provide the right of access to AerCap Materials, its customers, and regulatory authorities to the applicable areas of facilities involved in the manufacture or supply of Services ordered hereunder and to applicable records, at any level of the supply chain.
8. DOCUMENTATION. The packing slip, Teardown Report, Certificate of Airworthiness (8130, EASA, CAAC), and any other documentation as specified on the WORK ORDER will be forwarded to AerCap Materials, Inc. “Any documents or records (i) pertaining to the purchase of a component or (ii) generated in the course of making a component serviceable as a result of a repair made by either an international or domestic repair station, shall be retained for a minimum of 2 years from the date the component was approved for return to service or the date when the purchase order for such component was provided, whichever is later.”
9. INSPECTION. Upon delivery of equipment at Supplier’s facility, Supplier will complete an incoming inspection. Supplier will notify AerCap Materials, Inc of any discrepancies found in equipment and/or documentation within 3 days of delivery. Upon receipt of the equipment at AerCap Materials, Inc’ designated facility following redelivery by Supplier, AerCap Materials, Inc or its designee will complete an incoming inspection of the equipment and the accompanying documentation to ensure that such equipment is returned in acceptable condition. Without prejudice to Article 10, AerCap Materials, Inc will notify Supplier of any discrepancies pertaining to the equipment and/or documentation within five (5) days of receipt. Upon notification by AerCap Materials, Inc, Supplier will have five (5) days to correct any such discrepancies which can be corrected without return of the equipment to Supplier.
10. WARRANTY. Supplier warrants to AerCap Materials, Inc that the Services provided under any WORK ORDER will be free from defects in workmanship for a period of eighteen (18) months from the time of redelivery for overhaul Services and twelve (12) months from the time of redelivery for repair Services. Supplier will promptly correct any defects during the applicable warranty period by, at the option of AerCap Materials, Inc, either (i) repairing the defective work, or (ii) making available at a AerCap Materials, Inc designated facility a replacement item of equipment. AerCap Materials, Inc will submit any warranty claim to Supplier within the applicable warranty period. The transportation costs for any warranty claims to and from Supplier’s facility for equipment determined to be defective will be borne by Supplier. The liability of Supplier connected with, resulting from or arising under any warranty claim will not exceed the cost of correcting defects in workmanship, up to and including replacement of the equipment, and related transportation costs.
11. COMMUNICATION. Supplier agrees to take reasonable action to establish an electronic communication network with AerCap Materials, Inc. Supplier will periodically advise and update AerCap Materials, Inc in writing with respect to the status of each WORK ORDER, including but not limited to, details of shipping and all issues which may impact the delivery or redelivery of the equipment and/or price of the Services.
12. VISITATION. AerCap Materials, Inc or its agents or representatives will have the right to audit all pertinent books and records of Supplier, and to make reasonable inspections of Supplier’s facilities to verify compliance with FAA requirements, as well as Supplier’s compliance with its representations, warranties, certifications and covenants hereunder.
13. DELIVERY. AerCap Materials, Inc or its customer will ship and be responsible for all transportation costs associated with shipping equipment to Supplier’s facility. Supplier will arrange for the redelivery of equipment to AerCap Materials, Inc at Supplier’s facility, unless otherwise provided in the WORK ORDER and, upon request, for shipment to AerCap Materials, Inc or its customer. AerCap Materials, Inc or its customer will be responsible for all transportation costs associated with transporting equipment from Supplier’s facility to AerCap Materials, Inc’ designated facility. All Services performed by Supplier under any WORK ORDER will be performed in the United States of America, unless otherwise approved in writing by AerCap Materials, Inc.
14. EXPORT REGULATIONS. If Supplier wishes to conduct work for AerCap Materials, Inc outside of the U.S., including but not limited to the use of Supplier’s own facility outside of the U.S. or the use of a foreign affiliate or unrelated subcontractor, Supplier will provide advance written notification to and receive written approval from AerCap Materials, Inc. Supplier will comply with all applicable United States export control laws and regulations, including but not limited to the Department of Commerce Bureau of Industry and Security Export Administration Regulations, rules of the Department of Treasury Office of Foreign Asset Control, and the International Traffic-in-Arms Regulations, and will obtain all export control licenses and approvals required by law or requested by AerCap Materials, Inc. Supplier will comply with import and export laws and regulations in all foreign jurisdictions and will maintain records certifying the proper import and export of goods.
15. RISK OF LOSS. AerCap Materials, Inc will bear the risk of loss of, damage to, or loss of use of the equipment prior to delivery to Supplier’s facility and following redelivery from Supplier at Supplier’s facility. Supplier will bear risk of loss following delivery to Supplier’s facility and prior to redelivery at Supplier’s facility, and in connection with any warranty return unless the warranty claim is rejected on grounds of no fault found. Notwithstanding the foregoing, Supplier will be responsible for any losses caused by improper packaging by Supplier or its subcontractor.
16. PACKAGING AND SHIPPING INSTRUCTIONS. Equipment redelivered following Services will be packaged to the highest commercial standard and properly marked (including notice of hazardous substances or dangerous goods) or otherwise prepared for shipment so as to secure the lowest transportation rates and to meet carrier’s requirements. No charge will be allowed for packing, crating or carriage unless stated on the face of a WORK ORDER. Unless otherwise directed by AerCap Materials, Inc, all surface shipments will be declared at the lowest release valuation allowed by their carrier. Packing slips must be issued to cover the WORK ORDER and enclosed with the shipment. All equipment redelivered to AerCap Materials, Inc hereunder is subject to being shipped internationally subsequent to redelivery; therefore, all Equipment must be packaged in compliance with IATA (International Air Transport Association) and ICAO (International Civil Aviation Organization) specifications. Packaging specifications will depend on the particular type of equipment being shipped. Supplier will contact AerCap Materials, Inc if questions arise pertaining to adherence to the above requirements. Equipment that contains hazardous materials, as defined under applicable law, including but not limited to the US Hazardous Material Transportation law and regulations (49 USC 5101 et seq. and 49 CFR 171-180), will be redelivered in compliance with all applicable laws governing the documentation, packaging, labeling, and transport of such materials. The packaging must provide full protection of equipment redelivered until arrival at its ultimate destination and must conform to governing classifications. The use of expanded polystyrene (foam peanuts) is prohibited. Any equipment redelivered in separate parts must have parts packaged separately and identified on separate packing lists. It is a AerCap Materials, Inc safety requirement that no employee lift over fifty (50) pounds. Therefore, single containers weighing over fifty (50) pounds must be palletized. Multiple container shipments containing the same part number, WORK ORDER Number, or WORK ORDER Item number should be strapped/banded or shrink-wrapped together on one skid or pallet. Each WORK ORDER item number must be packed separately. The bill of lading should be annotated “Separation of banded or wrapped skids during transit is not allowed”. The outside of the container/shipment should be marked in bold letters “Do not separate this shipment”. Corrugated fiberboard containers 12”X12”X12” or smaller cannot weigh more than twenty-five (25) pounds. Suppliers will use pallets or containers constructed of non-coniferous products or have appropriate certification proving compliance with ISPM 15 of the International Standards for Phytosanitary Measures Guidelines regulating wood packaging material in international trade. The pallet or container should be stenciled with NC-US (Meaning Non Coniferous – United States) or other appropriate marking defined per the United States Department of Agriculture Animal Plant Health Inspection Services (Refer to the USDA website at www.usda.gov). All stenciling must be in characters at least one inch high. Consignment address as identified on the corresponding WORK ORDER is to be placed on the top or side of all containers. The markings should be arranged in a manner that ensures that opening and closing the container would not cause loss or damage to the identification. The following information is required on the packing list for each WORK ORDER item container: WORK ORDER Number, AerCap Materials, Inc customer Purchase Order, Item Number, Part Number, Quantity in Container, Total Quantity of Shipment (on first container only); Container # _ of _ , Packing List Number, Name of Manufacturer, Made in “X” (Country of Manufacture), Date of Manufacture (if date sensitive material), release authorization and weight of container. All returnable containers must be identified as “Returnable”. In the case of “kits” where individual kit components were made in different countries, the country of manufacture must be shown for each separate part number. The original packing list should be placed in a waterproof envelope and secured to the marked end of the containers and a copy of the packing list is required on each container if multiple containers. A copy of the packing list should be placed on top of the inside of the container or in container one (1) if there are multiple containers. When the container is banded/strapped or shrink-wrapped the packing list must be accessible without having to break the bands or removing the shrink wrap.
17. ENVIRONMENTAL MATTERS. Supplier warrants that except as specified on the face of the WORK ORDER, none of the chemical substances constituting, contained or incorporated in any equipment under this WORK ORDER are “Hazardous Substances” as defined in the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), and Supplier agrees to supply AerCap Materials, Inc with any and all required material safety data sheets (“MSDS”) for any materials or products contained or incorporated into the equipment. Supplier agrees to provide products which are free of asbestos. The use of cadmium plating or nickel cadmium plating is strictly prohibited in the repair of the equipment. Supplier agrees to comply with the United States Clean Air Act Amendments of 1990 regarding warning statements on products manufactured with ozone depleting substances (“ODS”), products containing ODS’s and containers containing ODS’s. Supplier represents and warrants that it possesses the facilities, skills, knowledge and expertise to handle the equipment and provide the Services specified herein in a safe and responsible manner, and that all persons, including any subcontractors, involved in handling any materials processed or provided for under this WORK ORDER will be shown any MSDS and OEM technical manuals and warnings associated with such materials and be advised of its safe and proper use and handling. Supplier represents and warrants that it will perform all activities related to its service or manufacturing processes in compliance with all applicable federal, state and local environmental, health and safety laws and regulations. Supplier represents and warrants that it will use best efforts to prevent and minimize accidental releases of hazardous substances or constituents to the environment, as well as prevent and minimize risk of endangerment to human health or the environment from all Services performed. Supplier represents and warrants that in the event of a release or spill, it will use best efforts to mitigate actual or potential impacts to the environment or human health. Supplier agrees to indemnify, release, defend and hold harmless AerCap Materials, Inc, its affiliates, and their respective directors, officers, employees, agents, representatives, parent, successors and assigns, whether acting in the course of their employment or otherwise, against any and all suits, actions, or proceedings, at law or in equity, and from any and all claims, demands, losses, judgments, damages, costs, expenses, or liabilities resulting from: (1) death or injury to any person, including (but not limited to) officers and employees of Supplier and those of AerCap Materials, Inc, arising out of or in any way connected with Supplier’s failure to comply with this Article 17, (2) damage to any property, real or personal, including property of Supplier and that of AerCap Materials, Inc, arising out of or in any way connected with Supplier’s failure to comply with this Article 17, (3) any and all pre-existing conditions of real or personal property of Supplier, or (4) any failure to comply with any federal, state or local environmental, health, or safety requirements. If subcontracting is approved in writing by AerCap Materials, Inc then Supplier agrees to include this clause in any subcontracts issued hereunder.
18. NOTIFICATION OF SIGNIFICANT EVENTS. Supplier agrees to notify AerCap Materials, Inc in writing within one (1) day after learning of any significant event involving any of its repair processes that may affect Supplier’s ability to comply with its obligations under a WORK ORDER, including but not limited to, any spill, leak or release to the environment of any raw material or associated waste, which also requires notification to a state or federal agency, including, but not limited to: (a) the date of release; (b) the quantity and type of material released; (c) efforts to clean up the material released; and (d) efforts to mitigate impacts from the release. Notices will be provided to AerCap Materials, Inc at the address specified in the WORK ORDER.
19. PRICING AND INVOICING. All pricing will be stated in US Dollars. Subsequent to completion of Services under any WORK ORDER, Supplier will issue to AerCap Materials, Inc an invoice for such Services at the pricing stated on the face of the WORK ORDER. Any changes in pricing must be approved by AerCap Materials, Inc in a written acknowledgement executed by both parties. If based in the United States, Supplier will provide banking information as necessary to establish electronic funds transfers, and if not based in the United States, will provided banking information as necessary for wire transfers. Supplier agrees to accept the invoice amount discounted by two percent (2%), in exchange for AerCap Materials, Inc’ initiation of payment by the 10th day following the invoice date (“net 10 less 2%”). AerCap Materials, Inc reserves the right to set off against payments owing to Supplier under any WORK ORDER any amounts Supplier or any affiliate of Supplier currently owes AerCap Materials, Inc or any of its affiliates. Invoices for services must be dated no earlier than the last day of the period of time during which Services that are the subject of the invoice were provided.
20. TAXES. AerCap Materials, Inc will be required to pay, and Supplier will be required to collect, sales taxes levied or imposed as a result of the performance of the Services under any WORK ORDER. Supplier will be responsible to give AerCap Materials, Inc notice of any taxes which will be due at the time of acceptance of any WORK ORDER. If AerCap Materials, Inc objects to the amount of such taxes, AerCap Materials, Inc will have the right to withdraw the WORK ORDER. If Supplier fails to give AerCap Materials, Inc notice as set forth herein, Supplier will be responsible for such taxes. The parties agree to fully cooperate in providing one another with any and all documents that may be used to obtain an exemption on taxes and duties levied in connection with any WORK ORDER. Except for sales taxes, each party will be responsible for its own taxes levied or imposed in connection with any WORK ORDER, but the parties will cooperate to minimize such taxes.
21. TITLE. Title to any equipment delivered to Supplier for Services will remain vested in AerCap Materials, Inc or its designated customer at all times, and Supplier’s interest in such equipment will be limited to that of a bailee. AerCap Materials, Inc may file a UCC-1 financing statement, or similar filings in non-U.S. jurisdictions, if applicable, as evidence of the bailment of any equipment delivered to Supplier under any WORK ORDER. Supplier will not permit any such equipment to become the subject of any attachment sale or seizure in settlement of debts of Supplier or any other claim brought against Supplier. Supplier will not permit any lien, security interest or encumbrance of any kind whatsoever to be imposed upon any such equipment. Supplier will take all reasonable measures required by AerCap Materials, Inc to preserve and protect the title of AerCap Materials, Inc or its designated customer in any such equipment.
22. LANGUAGE. The parties have agreed that any WORK ORDER and all documents relating to or issued pursuant to any WORK ORDER will be in the English language.
23. NON-PERFORMANCE. Time is deemed to be of the essence and AerCap Materials, Inc reserves the right to cancel all or any part of a WORK ORDER, without recourse and without prejudice to any other rights it may have, in the event of failure by Supplier to perform at such time or times as are specified in the WORK ORDER. AerCap Materials, Inc may, however, waive the time requirement provided that such waiver is in writing and, thereafter, upon notice by AerCap Materials, Inc, time may again be deemed to be of the essence.
24. INSURANCE. Supplier will have the sole responsibility to insure all equipment delivered to it for Services for its full replacement value against property damage or other loss. In addition, Supplier will maintain policies of general liability insurance, including products liability insurance and premises liability insurance, with limits satisfactory to AerCap Materials, Inc. Required coverages will be maintained at all times during the provision of the Services and while any equipment delivered to Supplier for Services remains at Supplier’s Facility, and in the case of products liability insurance, for a period of two years thereafter. All such insurance will be with responsible insurance companies reasonably satisfactory to AerCap Materials, Inc, will provide that 30 days’ prior written notice must be given to AerCap Materials, Inc before such policy is altered or cancelled, and will contain such additional terms and endorsements, including but not limited to a severability of insurance/cross liability endorsement, as may be reasonably requested by AerCap Materials, Inc. Supplier will cause AerCap Materials, Inc, AerCap Holdings N.V., NAS Aviation Services LLC, Celestial Aviation Services Limited, and their respective affiliates, directors, officers, employees, agents and representatives (the “AerCap Affiliates”) to be included as additional insured parties under the insurance policies, and in the case of property and casualty insurance, will cause AerCap Materials, Inc to be named as sole loss payee. It will be a condition of the obligations of AerCap Materials, Inc under any WORK ORDER hereunder that Supplier has provided an effective certificate of insurance evidencing compliance with this section, including maintenance of coverage limits for general liability satisfactory to AerCap Materials, Inc. Supplier will maintain statutorily required workers’ compensation insurance for its employees and will ensure that subcontractors engaged by Supplier in the provision of the Services are also compliant with all workers’ compensation requirements.
25. INDEMNIFICATION. Supplier will indemnify, save and hold harmless the AerCap Affiliates from and against any and all liabilities, claims, costs, damages, suits and demands of any nature arising out of the performance by Supplier of its obligations hereunder, including claims made or damages sustained in respect of any equipment delivered to Supplier for Services, other property of AerCap Materials, Inc, any property which belongs to third parties, and bodily injury (including death), except to the extent that such injury or damage is attributable to the gross negligence or willful misconduct of AerCap Materials, Inc, its agents or employees. Supplier must furnish upon request evidence that insurance required by Section 24 covers the above indemnification requirements. If the such insurance is unsatisfactory to AerCap Materials, Inc in its sole discretion, then AerCap Materials, Inc may cancel any outstanding WORK ORDER’s.
26. BROKER/FINDERS FEES. Each party hereto indemnifies the other party from liability for fees, commissions or other claims made upon the other by third party brokers or finders when the indemnifying party caused such claims.
27. APPLICABLE LAW; JURISDICTION. The definitions of terms used, interpretation of these standard terms and conditions and each WORK ORDER, and rights and liabilities of the parties under each WORK ORDER, will be construed under and governed by the laws of the State of Tennessee, U.S.A., and the parties consent to the nonexclusive jurisdiction of the state and federal courts located therein. The United Nations Convention on Contracts for the International Sale of Goods, 1980, any amendment or successor thereof is expressly excluded from any WORK ORDER. Supplier hereby waives a) the right to a jury trial in any and all proceedings, b) any and all objections to venue and inconvenient forum in the state and federal courts referred to in this section, c) any requirement for the posting of security in connection with the exercise of remedies, and d) any and all objections to service of process by certified mail, return receipt requested. If so indicated in any WORK ORDER, Supplier will appoint an agent for service of process in Tennessee.
28. SEVERABILITY. Any provision of a WORK ORDER that is prohibited or unenforceable in any jurisdiction, will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such provision in any other jurisdiction. To the extent permitted by applicable law, each party hereby waives any provision of law which renders any provision hereof prohibited or unenforceable in any respect.
29. INSOLVENCY. AerCap Materials, Inc may terminate any WORK ORDER immediately if Supplier becomes insolvent or performs or permits any act of bankruptcy, liquidation, reorganization or if a receiver, trustee, or custodian is appointed for Supplier or a substantial part of Supplier’s property.
30. WAIVER. Failure by AerCap Materials, Inc to assert all or any rights upon breach of the terms of a WORK ORDER will not be deemed a waiver of such rights either with respect to such breach or any subsequent breach, nor will any waiver be implied from AerCap Materials, Inc’ payment. No written waiver of any specific right will extend to or affect any other right AerCap Materials, Inc may possess, nor will such written waiver extend to any subsequent, similar or dissimilar breach.
31. SUPPLIER’S REPRESENTATIONS AND INDEMNIFICATION
1. Supplier represents, warrants, certifies and covenants that it will perform all activities required under any WORK ORDER in compliance with all applicable international, national, state and local laws, including, but not limited to environmental, health and safety laws and regulations. Supplier represents, warrants, certifies and covenants that no Services supplied under any WORK ORDER have been or will be produced using forced, indentured or convict labor, or the labor of persons in violation of any applicable minimum working age laws or in violation of applicable minimum wage, hour of service or overtime laws.
2. If AerCap Materials, Inc determines any of Supplier’s representations, warranties, certifications or covenants hereunder to be untrue or otherwise breached, AerCap Materials, Inc will have the right to terminate any WORK ORDER without recourse and without prejudice to any other rights it may have. Without limiting any other provision of these standard terms and conditions, Supplier will defend, indemnify and hold harmless the AerCap Affiliates from and against all claims, losses, loss of use, damages, attorney’s fees, actions, liability, demands, judgments, costs and expenses arising out of or resulting from Supplier’s untrue or breached representations, warranties, certifications and covenants, and from Supplier’s (and its subcontractor’s) negligent acts or omissions, and Supplier’s (and its subcontractor’s) failure otherwise to comply with the terms of this WORK ORDER.
3. From time to time, at AerCap Materials, Inc’ request, Supplier will provide certificates to AerCap Materials, Inc in form and substance acceptable to AerCap Materials, Inc relating to the requirements of this Section 31.
32. CITIZENSHIP STATUS.
1. Only U.S. Citizens, permanent resident aliens or those aliens authorized to be employed in the U.S. will be permitted to work on AerCap Materials, Inc’ WORK ORDER’s. Supplier must notify AerCap Materials, Inc and receive approval by AerCap Materials, Inc prior to disclosure by Supplier of AerCap Materials, Inc technical data to non-U.S. persons, or the assignment by Supplier of non-U.S. persons to the involved work to enable AerCap Materials, Inc to review the technical scope and assure any necessary export authorizations are in place.
2. Supplier certifies to AerCap Materials, Inc that it has (i) confirmed the identity of each individual assigned to work on AerCap Materials, Inc’ WORK ORDER’s; (ii) verified that such individuals are legally entitled to work in the U.S. and are employees of Supplier; and (iii) preserved such records as required by the Department of Homeland Security. There may be jobs which require U.S. citizenship because of national security or exposure to classified information. In such cases, each such job will be separately identified by AerCap Materials, Inc as requiring U.S. citizenship.
33. PROHIBITED GOODS AND SERVICES. The United States of America prohibits the importation of goods or the purchase of services from the following countries: Burma, Cuba, Iran, Iraq, Liberia, Libya, North Korea, and Sudan. No goods or services from the aforementioned prohibited countries may be used directly or indirectly in providing any of the items (whether goods, services, or otherwise) covered by any WORK ORDER. Such list can change from time to time and it is Supplier’s responsibility to ensure compliance with such list at all times. Current information can be obtained by accessing the Internet at URL http://www.treas.gov/ofac/.
34. AMENDMENT, VARIATION and ASSIGNMENT. No variation, modification, change or amendment of this WORK ORDER, and no wavier of any term or provision hereof will be deemed valid or binding on AerCap Materials, Inc unless reduced to writing and signed by the parties hereto. Supplier will promptly notify AerCap Materials, Inc of any significant change in ownership or control of Supplier, and AerCap Materials, Inc will have the right to terminate any WORK ORDER without charge if any such change is unacceptable to AerCap Materials, Inc in its sole discretion. Any assignment by Supplier of any WORK ORDER without AerCap Materials, Inc’ prior written consent will be void.
35. ENTIRE AGREEMENT. These Standard Terms and Conditions of Purchase of Component Repair Services by AerCap Materials, Inc and any related WORK ORDER’s constitute the entire agreement between AerCap Materials, Inc and Supplier. Notwithstanding any different, conflicting, or additional terms or conditions which appear on any sales order, invoice or other business form submitted by Supplier, such different, conflicting or additional terms will not become a part of the contract of purchase of the Services contemplated herein. Any different, conflicting or additional terms or conditions, which appear on the face of the WORK ORDER, will supersede the terms and conditions established herein.
36. SURVIVAL OF INDEMNITIES. The indemnities contained in these standard terms and conditions, including but not limited to sections 17, 25, and 31(b) hereof, will survive the completion or termination of any WORK ORDER. Any AerCap Affiliate will have the right to participate in the selection of counsel, and Supplier will not enter into any settlement agreement that contains any admission of liability on the part of any AerCap Affiliate.
37. NOTICES. Every notice, request, demand or other communication under this Agreement will be in writing delivered personally, by an established U.S.-based or international courier service, by first class prepaid mail (airmail if available), or by facsimile or scanned electronic mail transmission, and will be effective (in the case of personal delivery, courier delivery or prepaid mail) only upon actual receipt thereof by the recipient, and in the case of facsimile or scanned email, once sent provided that an answer back or other electronic confirmation of transmission is received by the sender, and be sent to the address for each of the parties contained in the WORK ORDER.
38. FURTHER ASSURANCES. Each party shall from time to time do and perform such other and further acts, and execute and deliver any and all such further instruments as may be required by law or reasonably requested in writing by the other to establish, maintain and protect the rights and remedies of the other and to carry out and effect the intent and purposes of each WORK ORDER and these standard terms and conditions. The requesting party shall reimburse the requested party for any actual out-of-pocket expenses incurred by the requested party directly resulting from taking such requested actions.