KADEX AERO SUPPLY LTD GENERAL TERMS & CONDITIONS of SALE

Contents

General Terms & Conditions. 2

Request for Quotes. 2

Purchase Orders. 2

Price. 3

Taxes. 3

Delivery. 3

Inspection, Acceptance, Installation Responsibility. 4

First Time Orders. 4

Payment. 4

Credit Cards. 4

Net Accounts. 5

Insurance. 5

Exchange Sales. 6

Bill Backs. 6

Late Penalty. 7

Returns. 7

Warranties and Disclaimers. 8

Customer Property Repair and Overhaul 9

Export of Goods. 9

Assignment. 10

Force Majeure. 10

Language Governing Law.. 10

Termination. 10

Anti-Corruption. 11

KADEX AERO SUPPLY LTD DRAFT GENERAL TERMS & CONDITIONS of SALE

General Terms & Conditions

The following terms and conditions of sale apply to any purchase order for Goods offered for sale by KADEX Aero Supply Ltd. (hereinafter referred to as KADEX) to the procuring party (BUYER).

Request for Quotes

Customer quotes are handled via telephone, email, website and direct via other platforms such as ILS, PartsBase, StockMarket or other portals. All prices quoted are FOB Peterborough ON or Calgary AB. Prices provided are for Goods; all other charges, including but not limited to, Freight, Brokerage, Crating, Tariffs, Dangerous Goods, Wire Transfer or other fees are extra and the responsibility of the BUYER. KADEX may not respond to all requests given availability challenges.

Purchase Orders

1. The BUYER is not obligated to buy any Goods and KADEX is not obligated to sell any Goods to the BUYER. If the BUYER orders Goods from KADEX and KADEX accepts the order from the BUYER, these terms and conditions of sales will apply to all such purchases and sales transactions.
2. BUYER’s purchase order must include and serve to specify
   1. KADEX’s Part Number as specified in the KADEX’s quotation and description,
   2. Requested delivery date,
   3. Price, specifying USD or CAD currency,
   4. Quantity,
   5. Complete Shipping Address,
   6. Complete Billing Address,
   7. Buyer’s purchase order number,
   8. Buyer’s shipping method, account number (if applicable) and special instructions,
   9. If the shipment should be insured or not,
   10. End Use or End User if known,
   11. Confirmation that the Goods will not be used for military purposes.
   12. Tax ID or equivalent Business ID information for Customs purposes.
3. BUYER’s silent receipt and acceptance of, or use of Goods constitutes its agreement to these terms and conditions of sale.
4. Any additional or different terms which may be contained in any document provided by BUYER are deemed immaterial and KADEX hereby objects to and rejects them. Any such additional terms are effective only if in writing and signed by an authorized accountable representative of KADEX.
5. Any modification of KADEX General Terms and Conditions shall be in writing, signed by an Officer or Director of KADEX, and an authorized representative of the BUYER, will apply only to the specified transaction to which it relates and must be cited on the specific purchase order to which it applies.
6. Verbal understandings will not constitute a valid modification to KADEX General Terms and Conditions.
7. The acceptance of the BUYER’S purchase order by KADEX is conditional on the BUYER’s acceptance of and agreement to the general terms and conditions of sale herein and terms contained in any KADEX order acknowledgements. Online/Auto Reply generated order acknowledgments, if any, do not constitute acceptance by KADEX of the BUYER’S purchase order.
8. Failure by KADEX to object to provisions appearing on, incorporated by reference in, or attached to BUYER’S purchase order by the BUYER, does not constitute a waiver of any of the KADEX General Terms and Conditions and KADEX expressly rejects such provisions.

Price

Unless KADEX quote states otherwise, prices are quoted in U.S. Dollars. Prices are valid for 30 days from date of quote. Prices do not include non-standard costs. KADEX reserves the right to change or withdraw quoted prices until KADEX has accepted the BUYER’s Purchase Order.

KADEX reserves the right to limit order quantities on certain Goods.

KADEX reserves the right to apply minimum order requirements.

KADEX reserves the right to change prices without notice due to Vendor price changes.

Taxes

For the purposes of these Terms and Conditions of sale, “Taxes” are defined as all taxes, fees, duties, value added, import, export, domestic or foreign by any taxing authority related to the sale of Goods. All taxes are applied based on the Ship To Address, rather than the Billing address.

Unless otherwise stated all prices are exclusive of Taxes. BUYER is responsible for all Taxes and other charges of any nature whatsoever, including interest and penalties arising from the sale, delivery or use of the Goods under the order and will reimburse KADEX for any such charges KADEX may be required to pay directly to any government authority or to a designated facility. If the customer has tax exemption in Canada, proper paperwork needs to be provided to KADEX in advance of the Sale- see Export of Goods section.

Delivery

Kadex will package Goods in accordance with normal commercial aviation practices- the ATA 300 Guidelines. Delivery of Goods will be in accordance with the terms at KADEX facilities.

KADEX adheres to any and all shipping restrictions designated by law, including but not limited to any and all countries appearing on the Canadian sanctions list.

KADEX will ship Goods by the shipper designated by the BUYER, according to the BUYER’s Purchase Order. Where BUYER provides no instructions for shipper the method will be at KADEX discretion.

KADEX will provide shipping dates to the best of our knowledge based upon conditions at the time the Purchase Order was placed.

KADEX will strive to ship by the estimated shipping date but will not be responsible for delay or any damages arising from its failure to ship by the estimated shipping date. This includes Customs delays.

All shipping costs from KADEX facility including but not limited to transportation, insurance costs will be for the account of the BUYER. If KADEX prepays transportation charges the BUYER will reimburse KADEX upon receipt of an invoice.

Title and risk of loss and damage will pass to the BUYER upon delivery in accordance with delivery terms above.

Inspection, Acceptance, Installation Responsibility

1. BUYER will inspect Goods immediately upon receipt for damages, missing parts, fit and form. Goods will be considered accepted unless KADEX receives written notice of rejection within 10 days. Such notice must include reason for rejection.
2. The BUYER is solely responsible for the proper installation of supplied Goods according to the Manufacturer’s instructions.
3. BUYER’s remedy on non-conforming or defective Goods will be in accordance with warranty section herein.
4. Prior to acceptance, KADEX may at its discretion:
   1. Replace Goods,
   2. Credit Goods to the extent paid.
5. If KADEX determines a rejection was improper, the BUYER will pay all expenses related to the rejection.
6. KADEX deliveries of quantities within 5% of BUYER’s requested quantity of Goods may be considered complete orders.
7. For delivery shortages, BUYER may direct KADEX to fill any shortfall in Goods.
8. BUYER will immediately notify KADEX concerning Goods delivered in excess of order quantities requested on BUYER’s Purchase Order. BUYER will return or purchase excess Goods at its option.

First Time Orders

All First Time Orders at KADEX will be processed as Pay in Advance orders. First Time Orders must be paid in full, including any taxes, shipping fees, administrative fees, core charges or other incidentals. First Time payment must be made via Wire, EFT, ACH or E-Transfer (within Canada) for security purposes.

For First Time Orders, BUYERs must provide a formal Purchase Order via email that fulfills all requirements set out in the Purchase Order section of these Terms and Conditions.

Payment

Kadex accepts Wire Payment/ACH/EFT and E-transfer (within Canada) for all orders.

Credit Cards

KADEX accepts, at their discretion, payment via the following Credit Cards: Visa, MasterCard, American Express and Discover. Administration fees apply.

KADEX will supply a Credit Card Authorization form which must be completed in full for the transaction to be processed. Credit Card payments are processed through the secure Moneris portal, and payment details are stored in compliance with data security and privacy policies. Customers can indicate they would like a card kept on file for future purposes.

Moneris’s operations are governed by various laws and regulations, including the Personal Information protection and Electronic Documents Act (PIPEDA), which mandates the protection of personal information. Moneris also adheres to card brand rules and regulations, and specific provincial laws like Ontario’s Personal Health Information Protection Act (PHIPA). Additionally, Moneris has its own privacy policy and terms of use, outlining how they handle user data and their commitment to compliance.

Credit Card payments will be processed prior to order shipping, and will be inclusive of any and all taxes, shipping costs, insurance, administrative fees. Electronic receipts will be sent to the email on file for all transactions.

Multiple Credit Cards may not be used to complete a purchase. Credit Cards outside the BUYERs organization cannot be accepted.

Net Accounts

Providing KADEX’s credit department has approved credit terms to the BUYER, the BUYER will pay KADEX’s invoice within term period specified in the Account contract. Payment shall be made in currency (USD or CDN) as prescribed on the KADEX’s invoice. BUYER will remit details concerning payments, amounts, invoice number and amount paid. KADEX reserves the right to correct any invoice errors.

KADEX will monitor BUYER’s credit terms and KADEX has discretion to modify or withdraw credit terms without notice. KADEX may require payment in advance, deposits, guarantees or other security.

If BUYER disputes KADEX’s invoice BUYER will do so within 10 business days of the invoice date. BUYER’s failure to provide written notice within 10 business days will be considered acceptance of KADEX’s invoice. BUYER and KADEX will use reasonable efforts to resolve invoice disputes quickly. Notwithstanding any invoice disputes, BUYER will promptly remit payment for invoices or portions thereof not in dispute.

If the BUYER is delinquent in payment, then KADEX may at its option:

1. Be relieved of obligation and guarantees, including turnaround times, lead times, delivery times.
2. Refuse to process credits.
3. Set off any credit.
4. Withhold deliveries.
5. Repossess Goods for which payment has not been made.
6. Charge Interest on overdue amounts at maximum rate permitted by law or the prime rate in effect charged by the Bank of Montreal (or any successor Institution) on the First day of the month such amounts first became past due plus 3.5%, whichever is less.

If KADEX takes legal action to collect amount due hereunder, BUYER shall pay all dispute resolution costs, including court costs, plus reasonable legal fees incurred by KADEX in bringing such legal action.

Insurance

The BUYER can request any shipment be insured; by making such a request the BUYER accepts full financial responsibility for the costs of such insurance incurred by KADEX on the BUYER’s behalf. The BUYER acknowledges that the Courier will be responsible for the resolution of insurance claims and the BUYER will look solely to such Courier for satisfaction.

KADEX reserves the right to require insurance on any shipment attached to its Shipping accounts, applied at its discretion. The BUYER, by requesting the Goods to ship via KADEX accounts, agrees to pay in full the freight charges accumulated by KADEX, inclusive of insurance.

Exchange Sales

1. BUYER acknowledges that a formal written exchange agreement may be required in advance of shipping.
2. BUYER acknowledges that a security deposit on core values may be required if they do not carry an open Net 30 account in good standing, with credit available matching core deposit amounts.
3. BUYER acknowledges that the price of any Goods purchased on Exchange is based on the return of like time expired unit with normal overhaul costs within 30 days (some exceptions apply at the discretion of KADEX). Cores must be returned freight prepaid unless otherwise specified by KADEX. Items of different part number, manufacturer’s part number, modification status, in service failure or excessive overhaul cost will be subject to additional billing. BUYER agrees to pay any and all fees relating to the core provided by soliciting purchase of said Exchange Goods. If applicable, additional billings will be charged to the credit card given at time of sale.
4. KADEX will send the BUYER automated core reminder emails 1 week prior to the core due date, and an overdue core reminder 1 week after the core due date.
5. PT6 series Rotables will require Engine serial number for core returns to be processed. All other Airframe Rotables require the following information:
   1. Aircraft Type
   2. Serial Number
   3. Registration
   4. Reason for Removal
6. All BUYER core returns must be accompanied by a completed KADEX Core Return form- available on the KADEX website, and a link is included within the Core Reminder emails.
7. If an acceptable core is not returned to KADEX by the BUYER within the specified core return period, the Core Charge indicated on the original Invoice becomes due in full to KADEX. BUYER’s acceptance of said Exchange Good and associated Invoice indicates their financial liability to fulfill Core Charges as deemed necessary by KADEX if no core or an unacceptable core is provided.

Bill Backs

1. KADEX reserves the right to send customer cores to the Shop of our choice. Core Submission will stand as the BUYER’s acceptance of financial responsibility related to any and all additional costs determined by the Shop to bring the core to sellable condition. This includes and is not limited to parts and labor costs not considered to be part of the standard overhaul process.
2. The BUYER agrees to pay KADEX the Bill Back amounts in full according to the terms of their Account with Kadex.
3. KADEX reserves the right to require deposits, guarantees, or other securities on any Exchange Goods known to have common Bill Backs at its discretion.

Late Penalty

1. In the event of a late Core return, KADEX reserves the right to add a penalty fee. These late penalties may be laid out in an Exchange Agreement provided to the BUYER by KADEX prior to sale of Goods. In failing to return a core on time, the BUYER accepts the financial responsibility to pay this charge within the terms of their account at KADEX.
2. KADEX reserves the right to assign late core penalties based on, but not limited to, charges accrued from Vendor, availability of replacement Cores, Part value, and any other determinates identified by KADEX.

Returns

Customer satisfaction is always very important to us at KADEX and we understand that occasionally a part may have to be returned. If you are not satisfied with your purchase, the Goods may be eligible for return for credit provided that it is in a condition that allows us to resell the Good, it is in the original manufacturers packaging (if applicable), it is complete with all documentation, i.e. 8130-3, Form 1, shop report, etc. and it is within 30 days of receiving. KADEX reserves the option to bill the BUYER for any costs incurred in the certification of any Goods returned for credit.

1. No returns will be accepted after 30 days.
2. KADEX Aero is not responsible for Goods installed incorrectly due to aircraft eligibility. The BUYER is responsible to ensure and verify aircraft eligibility prior to installation.
3. BUYER will notify KADEX immediately if Goods arrive damaged and provide documentation. The BUYER will direct any claims relating to shipments that arrive damaged to the Courier Company and resolved based on their practices, policies and procedures.
4. Certain Goods are non-returnable, see Exceptions – No Returns List
5. Goods that have been installed are not eligible for return.
6. Returns are subject to a restocking fee based on a percentage of the selling price, or a minimum charge of $50.00.
7. All returned Goods require an RMA (Return Material Authorization Number). Please contact your Sales Representative for an RMA Number. Printed RMA’s must be returned with the part. Goods returned without an RMA number will be returned to the sender.
8. Returned Goods must be shipped via prepaid freight in undamaged condition.
9. Outbound freight charges, as well as inbound air charges are not refundable.
10. Goods sold in known as-removed condition are usually subject to BUYER’s satisfaction. Returns on these Goods must be made within 30 days of receipt.
11. Goods must be fully assembled.
12. KADEX cannot provide any further credits for install time or other overhead incurred by the BUYER.

Exceptions to Returns – No Returns on Following:

• Electrical/Electronics – Light Bulbs/Lamps, relays, circuit boards
• Parts less than $50.00
• Parts that have been modified, trimmed, painted or installed
• Parts that have had sealant or glue applied.
• Parts no longer required or not the problem i.e. parts used for troubleshooting or ordered in error more than 30 days ago
• AOG parts
• Kits
• Tooling and Test Equipment
• Special order parts including hoses,
• Non-Stocking items
• Hazmat or Dangerous Goods
• Books, Manuals, DVD’s, Software
• Non-Cancelable, Non-Returnable parts from Textron
• Spark Plugs removed from their factory packaging
• Tires previously mounted on wheels
• Assemblies with plugs and/or caps removed

Warranties and Disclaimers

For the purposes of this section, KADEX is defined as KADEX Aero Supply Ltd, or its subsidiaries and their respective directors, officers, employees and agents.

1. The BUYER acknowledges that KADEX is a Distributor of Goods and Services, and KADEX will be purchasing the Goods from third parties according to the standards the Buyer provides to KADEX. KADEX makes no representation concerning the Fitness of the Goods to meet the BUYER’s needs or otherwise in purchasing the Goods. BUYER is relying on manufacturer’s specifications only and is not relying on any statements, representations, specifications in marketing documents, images or illustrations representing the Goods that KADEX may have provided.
2. According to your civil aeronautics act the owner or operator of an aircraft is responsible for maintaining that aircraft in an airworthy condition, including compliance with airworthiness directives, approved maintenance plans, limitations and Manufacturer’s standards. The BUYER acknowledges and agrees that KADEX has no duty and undertakes no responsibility regarding airworthiness for any Goods purchased under these Terms and Conditions of sale. BUYER also acknowledges and agrees that any assistance KADEX may choose to provide with respect to technical support will be as an accommodation only and will not impose on KADEX any liability or responsibility.
3. BUYER acknowledges that it is purchasing the Goods from KADEX in KADEX’s capacity as a Distributor of such Goods for the Manufacturer of such Goods. KADEX warrants that it has title to or the Right to provide the Goods sold to the BUYER under these Terms and Conditions of sale. To the extent that it has the right to do so, KADEX will transfer to BUYER any warranties provided by such Manufacturer and the foregoing will be KADEX’s sole liability with respect to the Goods. The BUYER acknowledges that the Goods Manufacturer will be responsible for the resolution of warranty claims and the BUYER will look solely to such Manufacturer for satisfaction. BUYER acknowledges that KADEX makes no warranties except as stated above with reference to warranty transfer.
4. The warranties, obligations and liabilities of KADEX and the remedies of the BUYER set forth herein are exclusive and in substitution for, and BUYER hereby waives, releases and renounces all other warranties, obligations and liabilities of KADEX, and all other rights, claims and remedies of the BUYER against KADEX expressed or implied arising by law or otherwise, including but not limited to:
   1. Any implied warranty or merchantability or fitness
   2. Any implied warranty arising from course of performance, course of dealing or usage of trade.
   3. Any obligation, liability, right, claim or remedy in Tort, whether or not arising from negligence of KADEX and,
   4. Any obligation, liability, right, claim or remedy for loss of or damage to any property of BUYER, including without limitation any aircraft or part.
5. In no event will KADEX’s liability for any claims or damages arising out of or connected with these Terms and Conditions of sale, or the Manufacture, sale, delivery, or use of the Good exceed the price of such Good. The foregoing will constitute the sole and exclusive remedy of the BUYER and the sole and exclusive liability of KADEX for any cause of action or action of any time, whether in contract, warranty or tort. (including negligence of any degree) or otherwise.
6. KADEX will have no obligation or liability, whether arising in contract (including warranty) tort (whether or not arising from the negligence of KADEX) or otherwise, for any loss of use, revenue, profit or any incidental or inconsequential damages.

Customer Property Repair and Overhaul

1. KADEX is a distributor of parts we do not own or operate shops. We partner with known, approved, experienced, high quality organizations who align with our high quality and knowledge requirements.
2. Pricing on parts is subject to availability and may change if buyers quote is not approved within 30 days.
3. Subcontracted repairs required by primary organization (example: plating, bore repairs, rewinds) are repairs deemed necessary at time of inspection and when subsequent shop findings (later in process) determine a non-repairable situation the item will be requoted as replacement is now required.
4. Job quotes/job estimates may vary when material lists change if an item is determined to be beyond economical repair or parts fail during final test.
5. Expected turnaround times will be communicated once parts have been evaluated at the shop.
6. Evaluation fees will apply for units Returned As Is (RAI), based on fees charged by the shop.
7. Customer Property Repair and Overhaul items are governed by the same terms outline in the Warranties and Disclaimers section of these terms and conditions.

Export of Goods

Performance hereunder is subject to the receipt of any necessary governmental export or import license, permit or similar authorization under all applicable export, import and customs laws, including Canadian and U.S. export, import and customs laws, affecting the Goods and any associated technical data provided hereunder or any part thereof. No U.S. International Traffic in Arms Regulations controlled goods, services or technical data shall be provided to KADEX without prior written consent. Notwithstanding any other provision, KADEX shall have no liability(including no obligation to provide substitute Goods or technical data), nor shall it be in breach, if for any reason any government fails to issue or renew or cancels any Permit or delays in issuing or renewing any Permit affecting and Goods or any associated data provided hereunder or any part thereof.

KADEX is fully committed to ensuring compliance with all Trade Control laws. KADEX has no risk appetite whatsoever for intentional or unintentional breach of any applicable trade compliance legal requirement (including economic sanctions) regardless of the circumstances, location or possible economic benefit.

KADEX will not pursue business goals and objectives that give rise to trade compliance risks unless those risks can be substantially mitigated through appropriate risk-based compliance measures.

KADEX requires all staff to fully comply with applicable laws and mandatory requirements set out in our Code of Conduct.

KADEX requires all customer that we engage with to fully comply with applicable Trade Control Laws and Regulations.

Assignment

Absent KADEX’s prior written consent, any assignment or attempted assignment shall be wholly void, invalid and totally ineffective for all purposes.

Force Majeure

In the event either Party’s performance hereunder is delayed or made impossible or commercially impracticable due to causes including fire, explosion, war, terrorism, strike or other differences with workers, shortage or interruption of energy sources, facility, material or labour, delay in or lack of transportation, temporary or permanent plant shutdown, breakdown or accident, compliance with or any action taken to carry out the intent or purpose of any law, regulation or other requirement of any governmental authority or any cause beyond that Party’s reasonable control (each a Force Majeure event), that Party shall have such additional time in which to perform this contract as may be reasonably necessary under the circumstances.

However, the obligation of the BUYER to pay KADEX for the Goods delivered is never suspended or delayed.

Language Governing Law

Both parties have agreed that these terms and conditions be written in the English language only. Les parties ont convenu que les présentes soient rédigées en anglaise seulement. This contract shall be governed by and interpreted in accordance with the substantive and procedural laws in force in the Province of Ontario, Canada. Any provisions of such laws i) requiring the application of laws of another jurisdiction to all or part hereof; or ii) regarding choice of law, shall not apply. Pursuant to Article 6 of the United Nations Convention on Contracts for the International Sale of Goods, the parties exclude the application of the provisions of said convention to all transactions relating hereto.

Termination

KADEX may terminate the order at any time by written notice to BUYER if BUYER fails to pay any amount when due or if BUYER becomes insolvent or performs or permits any act of bankruptcy, liquidation, reorganization or if a receiver, trustee or custodian is appointed to BUYER or a substantial part of BUYER’s assets. In addition, KADEX may terminate the order if BUYER is in default under the terms of any other agreement or order with KADEX or any affiliated company of KADEX. On termination, KADEX shall have no further obligation to BUYER under the order and BUYER will reimburse SELLER’s termination costs, including, without limitation, a reasonable allowance for profit as well as material, labor and administrative fees. BUYER shall reimburse KADEX for all attorney’s fees and other expenses incurred by KADEX in recovering any sums due from the BUYER regardless of whether the order has been terminated or not. The BUYER may not terminate the order, otherwise he is liable for damages caused to KADEX as a result of the termination including, without limitation, costs and expenses as well as for the value of the work performed by KADEX before termination of the order including, without limitation, a reasonable allowance for profit.

Anti-Corruption

BUYER represents and warrants, in connection with the transactions contemplated by this contract, and any other agreement contemplated by or entered into pursuant to this contract, that it shall take no action, directly or indirectly, that would constitute a violation of the Corruption of Foreign Public Officials Act (Canada) or the United States Foreign Corrupt Practices Act, or any other applicable anti-bribery or anti-corruption law, convention or regulation (collectively, “ani-corruptions laws”). BUYER acknowledges and confirms that it and its officers, directors, employees, agents, contractors, designees and/or any other party acting on its behalf (collectively “Related Parties) are familiar with the provisions of the anti-corruption laws. BUYER hereby agrees to indemnify, defend and hold harmless KADEX and its employees from and against any and all claims, demands, damages, costs, penalties and fines arising in connection with any alleged breach by BUYER or any of its Related Parties of this paragraph. KADEX reserves the right to terminate this contract in its entirety, without liability to BUYER, if KADEX has a good faith basis for believing BUYER or any of its Related Parties has violated or intends to violate this paragraph.