TERMS AND CONDITIONS

Terms and Conditions – Loan, Exchange and Sale of aircraft materials    

  1. Definitions: 

“Agreement” means these terms and conditions for Single Component Availability for all SPR Units and any Purchase Orders hereunder.  “C&E Unit” means a consumable and expendable material which is classified as non-repairable by the Supplier.  “CLP” of a SPR Unit means Supplier’s then-current published list price for such a Unit.  “Core Unit” means the component to be replaced by a loaned or exchanged Supplier’s Unit, to be sent from Customer to the Supplier in return for the  Supplier’s Unit, as specified in the applicable Purchase Order.  “Date of Return”: Proof of Delivery (POD) or documented goods receipt at Virmavia facility at specified return address.  “Day” in this Agreement means “calendar day” if not mentioned otherwise.  “Exchange” means the Exchange of the SPR Unit specified in the Purchase Order to be sent to Customer in Exchange for the applicable Core Unit set forth  in such Purchase Order. The customer is charged for the Exchange (Exchange Fee Plus Loan Fee if applicable as stated in the above Agreement) as well as  the repair costs as agreed.  “Exchange Unit” means SPR Unit specified in the Purchase Order to be sent to Customer in Exchange for the applicable Core Unit set forth in the Purchase  Order.  “Supplier“means   Virmavia   Registration Number 14720672, organized under the laws of Estonia  Registered office address:  Estonia Harju maakond, Tallinn, Kesklinna linnaosa,  Vesivärava tn 50-201, 10152  Board of Directors: N.Khirevich (CEO)  “Life Limited Part” is a part for which the Airworthiness Limitation Section of the Type Certificate Holder, Design Approval Holder or equivalent requires  the permanent removal from service when, or before, the specified mandatory life limitation in the applicable parameter is reached.  “Loan” the customer (contract or non-contract customer) receives a SPR Unit for a defined period of time. A Loan is terminated by return of the same  SPR unit (same serial no) to the Supplier. The customer is charged for the Loan (Loan Fee) as well as the repair costs as agreed upon in advance.  “SPR Unit” means a component made commercially available by the Supplier which is set forth in the applicable Purchase Order.  “Loan Unit” means a SPR Unit specified in the Purchase Order which is to be loaned by the Supplier to Customer during the Loan Period.  “LRU Unit” Line Replaceable Units are characterized as repairable and reusable aircraft material with aviation administration certification.  “Purchase Order” means an order for Loan, Exchange or Sale of SPR Units submitted by Customer to Supplier and accepted by Supplier.  “Sale” Permanent transfer of SPR Unit to Customer with transfer of title to Customer.  “Time Controlled Component” is a component for which an aircraft or component maintenance program, or other approved sources require periodically  the removal for restoration, the replacement or the quantitative inspection of component’s performance.    

  1. Service Specifications General: 
  2. General: This Agreement shall apply to any Loan, Exchange and/or Sale in accordance with a Purchase Order, unless the Customer and Supplier have a 

customized framework Agreement and/or stand-alone Agreement(s) in place for the subject matter services. In such case the customized framework  Agreement and/or stand-alone Agreement(s) shall prevail. In no event shall customer’s standard terms and conditions apply, even if Supplier has not  expressly rejected their applicability. Further, if Supplier replies to any communication of the customer that refers to the customer’s standard terms and  conditions or any other set of terms and conditions, such reply shall not constitute an acceptance of such standard terms and conditions. 

  1. Applicable charges: The Loan Fee, Exchange Fee and/or Sales Fee apply as described in the quotation attached unless for the part number in the quotation 

attached, (a) the MTBUR does not meet the GMTBUR as described in SSC Article 9.11 and (b) such GMTBUR underperformance has officially been  recognized by the OEM of such Component and (c) confirmed to Supplier by the OEM and (d) Supplier has the obligation to fulfill such SSC obligation on  behalf of the OEM and (e) confirmed in separate writing to Customer that the component will be provided at no charge to the Customer for the duration  of the Remedial Period plus thirty (30) Days, under the conditions of SSC Article 9.11.1. If any of the before mentioned conditions do not apply or after  end of the Remedial Period the charges as described in the quotation attached apply.  In case Customer cancels any order for SPR Units pursuant to a Purchase Order under this Agreement and the SPR Unit has already been released from  stock, a cancellation fee as stated in quotation applies. 

  1. Payment Terms: All fees are payable net 10 Days after receipt of an invoice. A late payment charge of 1% per month shall be applied on all late payments. 

All amounts paid hereunder are non-refundable except as may be expressly set forth herein. Supplier reserves the right to require prepayment for any  Purchase Order. 

  1. Condition and Inspection of SPR Unit: Customer shall immediately inspect each SPR Unit upon delivery for conformity with the agreed specifications and 

quantity as well as for any visible defects. The SPR Unit shall be in serviceable condition and may contain PMA piece parts. The Customer shall notify the  Supplier about any non-conformities or defects within seven (7) Days from receipt of the SPR Unit. 

  1. Conversion Loan into Exchange or Sale and Exchange into Loan or Sale: The conditions in this Agreement still apply if the Supplier agrees to sell the SPR 

Unit to Customer upon Customer`s request. Supplier and Customer may also mutually agree to convert a Loan of an SPR Unit into an Exchange of such  SPR Unit or an Exchange of an SPR Unit into a Loan of a SPR Unit in a separate written Agreement. 

  1. Delivery of Unit to Customer: the Supplier shall deliver all SPR Units FCA SPR s facility (Incoterms 2010) (“Delivery”) 
  2. Risk and cost of transport: In the event that the Supplier arranges for shipment, risk and cost of transport and other charges including but not limited to 

packaging, customs duties, forwarding charges and taxes as well as the risk of loss or damage shall be borne by Customer. If Customer wants the Supplier  to arrange shipment, Customer shall contact SPR’s AOG desk or given RFQ contact on quotation to clarify details. 

  1. Warranty:  Subject to the limitations of this article, the Supplier warrants that all services and all material manufactured by the Supplier or its 

subcontractors shall be free from defects in workmanship and shall in all material aspects comply with the SPR quality system. The warranty is limited as  follows: 

  1. A defect of LRU Units shall only be subject to warranty if it arises within twelve (12) months or within two thousand (2.000) Flight Hours after delivery 

of the SPR LRU Unit, whichever may occur first. 2   

  1. A warranty claim must be raised by Customer within seven (7) Days after the defect has or could have become reasonably apparent and the Supplier 

must be provided with the defective part for inspection and repair within an additional fifteen (15) Days after the warranty claim has been raised. The  warranty claim has to be indicated clearly on the ident tag of the SPR Unit when returned to the Supplier. (refer to II.-4) 

  1. the Supplier does not warrant any defect in material not manufactured by the Supplier or a subcontractor or services not provided by the Supplier or 

a subcontractor. 

  1. For such material or services not covered by this warranty, any assignable rights to warranty granted to the Supplier by its suppliers shall be assigned 

to Customer. The Supplier shall use commercially reasonable efforts to support Customer in pursuing such warranty claim. 

  1. The defective part must not have been serviced, repaired, overhauled, maintained or modified by anyone other than the Supplier or its subcontractors. 
  2. Material must at all times have been stored, handled and operated in accordance with manufacturer’s recommendations. The Supplier shall correct 

any defect covered by this warranty at its own cost and expense at one of its technical facilities or at any other place Customer and the Supplier may  agree upon from time to time. In such case Customer shall arrange at its own risk and expense for the removal and the transport of the defective parts  to and from the location where the repair shall be made and for the reinstallation of the respective parts. The remedies set forth in this article shall be  the exclusive and sole remedy for Customer in case of any defect in workmanship or non-compliance with the SPR quality management system. Article  III 9. shall remain unaffected. If after inspection of the unit, it is tested no failure found (“NFF”), the Supplier shall have the right to charge fees as  follows:  In case of an NFF Exchange Unit during the applicable Exchange Period or a NFF Loan Unit during the applicable Loan Period or a NFF Sale Unit, the  Supplier may charge recertification costs and transportation costs. In addition, in case were the Supplier provides to Customer a free of charge Loan  Unit – the Loan Fee or Exchange Fee, as applicable, shall be charged for such time period until respective SPR Unit has been received by the Supplier.  In the event of a defect or non-conformity of a C&E Unit may in its sole discretion decide to replace it with an equivalent product which is free of  defects and corresponds to the agreed specification.  Except as expressly provided in this section 8, the Supplier disclaims any and all warranties and guarantees, express, implied or otherwise, arising with  respect to the SPR Units delivered hereunder or in connection with this Agreement. 

  1. Compliance with Law/Liability/Indemnification: 

Compliance with Law: Customer agrees to comply with all laws and regulations relating to the use of each SPR Unit.  Disclaimer: the Supplier shall have no liability for any loss or damage suffered by Customer or a third party caused by or relating to the SPR Unit while in  Customer’s custody. Customer will use the Supplier’s items at its own risk. In no event shall the Supplier be liable for loss of use, loss of data, loss of  profits, business interruption, nor for punitive, incidental, consequential, special, or other indirect damages of any kind, even if advised of the possibility  of such damages, except in case of wilfull misconduct. Customer agrees that the Supplier’s aggregate liability under this Agreement shall not exceed the  amounts paid to the Supplier hereunder in the then-prior six (6) month period.  Indemnification: Customer shall defend, indemnify and hold harmless the Supplier, its officers, directors, employees and subcontractors from and against  (i) any damages, cost and expenses, including consequential damages, and (ii) any third party claims, in each case arising out of or in connection with the  Loan, Exchange and Sale of SPR Unit(s) under this Agreement or Customer’s use of such SPR Units. 

  1. Force Majeure: the Supplier shall not be liable for any delay or damage caused by force majeure, including but not limited to, acts of the public enemy, 

war, insurrections or riots, fires, floods, explosions, earthquakes, serious accidents, epidemics or quarantine, any act of government or governmental  authority, strikes or labour troubles causing cessation, slowdown or interruption of work, or general hindrance in transportation. In particular, the Supplier  will be entitled to the agreed upon Loan Fees and/or Exchange Fees during delays caused by force majeure. 

  1. Term and Termination: This Agreement will take effect upon its execution by both parties, at the latest on the Day that the SPR Unit is shipped by the 

Supplier to Customer, and shall automatically terminate after the Loan/Exchange Unit has been returned and all respective charges/fees have been finally  paid by Customer. The Supplier may terminate this Agreement at any time for reasons of misuse or neglect of the SPR Unit by the Customer. 

  1. Communication: Except as otherwise stated in this Agreement, messages and correspondence Exchanged in connection with this Agreement in Day-to-

Day business shall be made in writing and delivered to suitable postal, telefax, e-mail or other addresses and telephone numbers. The addresses given on  the cover letter may be used. 

  1. Confidentiality: The Parties shall treat as strictly confidential for the term of this Agreement and thereafter, this Agreement, including the document itself 

as well as individual provisions contained herein. In particular, each party shall treat as strictly confidential the contents of the negotiations leading up to  this Agreement. Neither party shall disclose this Agreement or the contents of the negotiations leading up to this Agreement to any employee, third party  or other person except where such disclosure is mandatory by law and/or necessary in order to fulfill the obligations under this Agreement and except  that the Supplier may disclose this Agreement and the contents of the negotiations leading up to this Agreement to a company directly or indirectly  controlled by Virmavia. 

  1. Change of Law / Compliance with foreign export and import regulations: The Parties have agreed that certain laws and regulations regarding certification 

and regulatory requirements are to be observed in the performance of obligations under this Agreement. Neither party can foresee to what extent those  laws and regulations will change after the execution of this Agreement. While the Supplier will try to mitigate any impact on the performance of its  obligations because of a change of laws, regulations or their interpretation by the relevant governmental authority, any such impact and any resulting  additional cost incurred by the Supplier shall be the responsibility of and be borne by Customer  

  1. Assignment: Customer agrees that the Supplier may assign its rights and obligations under this Agreement in total or in part to a company directly or 

indirectly controlled by Virmavia. Customer shall be informed about such assignment duly in advance. The assignee shall perform its  obligations under this Agreement in the quality and standards and in accordance with the Terms and Conditions laid down in this Agreement. Any other  assignment of rights or obligations arising from this Agreement shall require the prior written approval of the other party. This Agreement shall be binding  upon and inure to the benefit of the Parties hereto and their successors and permitted assigns. 

  1. Waiver and Severability: 
  2. The failure by either party to enforce any of the provisions of this Agreement shall not be construed as a waiver of its rights. 
  3. Nothing contained in this Agreement shall require either party to take any action contrary to the law or to any order or regulation of any government 

or contrary to any permit or authorization granted to either party by any governmental authority. If any of the provisions of this Agreement are held 3    unlawful or otherwise ineffective by any court of competent jurisdiction, the remainder of this Agreement shall remain in full force and the unlawful  or otherwise ineffective provision shall be substituted by a new provision reflecting the intent of the provision so substituted. 

  1. Export Clause: Customer shall comply with all applicable domestic and foreign export compliance requirements, including applicable US export laws and 

regulations and those of other relevant foreign jurisdictions. Upon the Supplier’s request, Customer shall promptly provide the Supplier with appropriate  certifications as required by such applicable export laws and regulations, or as necessary to ensure continuing compliance with such applicable export  laws and regulations. 

  1. Governing Law / Jurisdiction: This Agreement shall be governed by and construed in accordance with Estonia law excluding Estonia law’s conflict of 

laws rules and the United Nations Convention on the International Sale of Goods (CISG). Place of jurisdiction for all claims arising out of this Agreement  shall be Tallinn, Estonia. For claims against the Supplier, this place of jurisdiction shall be exclusive.     III. Service Specifications Loan & Exchange: 

  1. Period: The “Loan Period” or” Exchange Period” as agreed in the attached Agreement shall begin on delivery and shall end at the end of such period (the 

“Date of Return”). 

  1. Fees: Customer shall pay the fee agreed in the attached Agreement. The fee shall be due from the first Day of the Loan/Exchange Period. In the event the 

initial period is extended, the fee for such extended period shall be due at the first date of each such extended period. Customer agrees to pay for the  repair/overhaul costs of the Loan Unit or the Exchanged Core Unit, plus all transportation costs. In case the Supplier provides a cost estimate of the repair  overhaul cost, customer shall confirm such repair cost within five (5) Days. In case customer does not reply within five (5) Days, the Supplier shall be  entitled to charge additional loan fees for the remaining time period until customer either approves the repair or redelivers the Loan Unit / Exchange Unit  to the Supplier. 

  1. Loan: The agreed Loan Fee is applicable from the first Day on and each subsequent Day of the Loan. Customer shall pay the variable fee per Day and 

the fixed fee, if applicable. The fee may be invoiced for the first time at the initial Date of Return, in any case the Supplier will have the right to issue  a partial invoice every 30 Days until Loan Return. 

  1. Exchange: The Exchange Fee for the initial Exchange Period shall apply regardless of the timing of delivery of the Core Unit to the Supplier. In case 

the Core Unit is not received by the Supplier from Customer within the initial Exchange Period, the mentioned Exchange Fee will apply for each and  every subsequent period (period length as stated in the quotation attached) until such Core Unit is delivered to the Supplier (refer to III-5 “Late return  of Core Unit”). Customer shall pay the variable fee per defined period and the fixed fee, if applicable. The Exchange Fee will be invoiced upon the  commencement of each Exchange period and each renewal thereof. 

  1. In case a Loan Unit or Exchange Unit is provided to Customer free of charge by the Supplier, the Loan Period for such Loan Unit and/or the Exchange 

Period for such Exchange Unit shall only start after expiry of the fifteenth (15) Day after Delivery and shall end at the Date of Return. 

  1. Shipment instructions: The SPR Unit (in case of Loan) and Core Unit (in case of Exchange) must be returned to according to the following instructions: 

Wheels, Brakes and Slides must be returned to:  Virmavia   Address:  Roobu 9, 74114 Maardu Estonia Department of logistics: Andrei Rog Tel. +372 53061315  European, Middle Eastern, and Asian customers must return LRU Units to:  States to:  The shipping documents must reflect the given SPR Reference. Loan/Core Units are to be returned to the Supplier via prepaid freight (DAP SPR facility).  The Supplier reserves the right to invoice additional handling charges of 250 EUR in case of non-agreed return location. 

  1. Return of Loan Unit Respectively Core Unit: In case the Supplier used reusable packaging to provide the relevant Loan/Exchange Unit the Loan/Core Units 

must be returned to the Supplier using the same packages the Supplier used. If not, Customer accepts an extra charge of the cost price of the packaging  and shall ensure that such packaging is at least as protective as the packaging utilized by the Supplier.  Loan: The Loan Unit shall be accompanied by the unserviceable tag and a non-incident-statement. In case the TC-, DA-Holder or the Supplier requires  tracking of flight hours and/or cycles and/or any other parameter which has an impact on SPR’s product integrity it is mandatory to provide Times Since  New and/or Times Since Overhaul/Repair have been provided.  Exchange: The part number, serial number, non-incident-statement, the latest Certificate Released to Service (e.g. EASA Form 1) and an unserviceable  tag, if applicable, shall be provided. In case the TC-, DA-Holder or the Supplier requires tracking of flight hours and/or cycles and/or any other parameter  which has an impact on the Supplier’s product integrity it is mandatory to provide cycles and times since new and/or times since overhaul/repair, as  appropriate, for all repairable Core Units while possessed/installed on Customer or Customer’s aircraft. In case customer has not provided such times  and cycles, the Supplier is entitled to charge Exchange Fee until the respective times and cycles have been provided.  Please send the information to your customer-specific email address: sales@Virmavia.com   or in case you don’t have an SPR customer-specific email address: sales@Virmavia.com For nacelles, radomes and other composite structures, please use in any case: sales@Virmavia.com

  1. Documentation: In order to demonstrate compliance with Part-M.A.305 or equivalent the owner or operator shall provide particular information for 

certain components.  The status for Life Limited Parts and Time Controlled Components shall be supported by following documentation, as  appropriate:   the certificate of release to service to prove partnumber, serialnumber and/or date of installation/removal (in case of originally fitted to an  aircraft and/or a higher assy the certificate of release to service can be e.g. a readiness logbook or an assy log card.   date of removal, accumulated operating times and any other parameter necessary to appropriately control an airworthiness limitation shall be  given by an approved document.    to comply with Part-145 and/or Part-M or equivalent and be in line with market usage the following shall apply in case Life Limited Parts are  fitted to higher assies: 

  1. each of the fitted Life Limited Part shall have its own certificate of release to service 
  2. if manufacturing/maintaining procedures do not provide a certificate of release to service for every single Life Limited Part the current 

status of each Life Limited Part’ shall be recorded on the certificate of release to service of its higher assy or on a certified cover sheet (e.g.  log card or traceability sheet)  iii.  if Life Limited Parts’ are not tracked by serial number these parts must be controlled by the higher assy itself. Therefore, the higher assy  shall be treated as a Life Limited Part even when it is not required for any limitation. The current status of each Life Limited Part’ shall be  recorded on the certificate of release to service of its higher assy or on a certified cover sheet (e.g. log card or traceability sheet)    The certificate of release to service and ‘detailed maintenance records’ for the last accomplishment of any scheduled maintenance, and any  subsequent unscheduled maintenance, on all Life Limited Parts and Time Controlled Components until the scheduled maintenance has been  superseded by another scheduled maintenance of equivalent scope and detail. 

  1. Time Controlled Components: The current status should be provided which indicates, for each affected ‘Time Controlled Component’, compliance 

with the required periodic maintenance task(s); It should include the life accumulated by the affected components, the applicable parameter, as  appropriate, since the last accomplishment of scheduled maintenance specified in the aircraft or component maintenance program. 

  1. Life Limited Parts: The current status should be provided which indicates, for each affected Life Limited Part, the total number of accumulated flight 

hours and/or flight cycles and/or calendar time and/or life in any other applicable parameter, as appropriate, as well as modifications subject to  airworthiness limitation completed by an ‘in-service-history-record’.   The ‘in-service-history-records’ should clearly: 

  1. identify the part by its part number and serial number; 
  2. show the date of installation and removal (i.e. date on/date off); 

iii.  show the details of the installation and removal, i.e. type, serial number, weight variant, thrust rating, as appropriate, of the aircraft,  engine, engine module, propeller or component to which the particular component has  

  1. been fitted, along with the reference to the installation and removal; show the total in-service life accumulated in flight hours and/or flight 

cycles and/or landings and/or calendar time and/or any other applicable parameter, as corresponding to the dates of installation and  removal of the part.  Any other event that would affect the life limitation, such as a modification (in accordance with airworthiness directives, service bulletins or any product  improvements) that affects the life limitation or changes the limitation parameter, must also be included in the ‘in-service-history-record’.  If the data is not provided with the return of the applicable Core Unit or Loan the Supplier will charge the Loan/Exchange Fee for until the data and the  unit are handed over to the Supplier. 

  1. Return of unserviceable Unit: Upon receipt of the returned Loan Unit or Core Unit, the Supplier shall inspect, re-certificate, repair, overhaul and upgrade 

such Unit to same modification standard as the Loan Unit or Core Unit was when supplied, at the sole cost and expense of Customer. If the returned Core  Unit is beyond economical repair according to SPR definition, the Unit may be returned to Customer, if requested, in its unserviceable condition at the  sole cost and risk of Customer. Customer may supply – subject to the Supplier’s approval and within ten (10) Days – an alternate Unit as replacement. In  this case, Exchange Fees will apply for the time until the equivalent replacement is received by the Supplier, based on the hereunder given Terms and  Conditions.  If the returned Loan Unit is beyond economical repair it will be locally scrapped and scrap costs as well as Loan Fees will be charged. Alternatively, the  Loan/Exchange shall, upon the Supplier ‘s request, be converted into an Exchange/Loan or a Sale as described in Terms and Conditions. 

  1. Return of serviceable Unit: The acceptance of a return of a serviceable unit must be mutually agreed between the parties. In case of return of a serviceable 

Loan Unit or Core Unit, the Supplier will test and recertify the unit at the sole expense of Customer in order to comply with SPR’s quality system.  Returns of new units shall in any case be accompanied, clearly indicated to the respective item, by an entirely completed Certificate of Release to Service  (CRS) substantially in accordance with the following requirements:    EASA Form one or   FAA 8130-3 (FAA 8130-4 for engines) or    TCCA 24-0078 or  Certificate of conformance accepted by the aviation authority in the manufacturer’s country (not for EASA states, USA or Canada) or   Manufacturer’s certificate of conformance (only with acceptance by the Supplier) and Maintained units shall be accompanied by all operational  records and a combined CRS (Dual Release) in accordance with the following requirements:    A CRS valid for EASA/FAA Customers, issued by a maintenance organization holding both an EASA Part-145 Approval and a FAA 14 CFR Part  145/TCCA CAR 573 Certificate, certified: 5      on an EASA Form 1 including a CFR Part 43 Return to Service statement when the organization is located in an EASA country;    on a FAA Form 8130-3 including and EASA Part-145. A.50 Release to Service statement when the organization is located in the USA;   on a TCCA Form 24-0078 including an EASA Part-145. A.50 Release to Service statement when the organization is located in Canada;  New units shall be provided with a minimum of six (6) month warranty from date of receipt.  In case the returned unit is not accompanied by above mentioned certification section III.4.a of this Terms and Conditions applies. In case the returned  unit is a serviceable SPR Unit, clearly undamaged and properly packed and sealed conform original SPR standard an inspection and recertification will not  be necessary. 

  1. Late Return 
  2. Late return of Loan Unit: If the SPR Unit is not returned on time, the Supplier will continue to charge the Loan Fees. Alternatively, instead of charging 

the Loan Fees and insisting on return of the Loan Unit, the Supplier reserves the right to sell the Loan Unit to Customer. In case of Sale, Customer shall  be charged with 120% of the CLP of the Loan Unit plus 100% of the Loan Fees accumulated up to that date on the applicable unit. Upon payment of  this amount, title to the Loan Unit shall transfer to Customer. The possibility of converting into Loan/Exchange/Sale according Article II 5 remains valid. 

  1. Late return of Core Unit: In case the Core Unit is not received within the Exchange period, the attached Exchange Fee will apply for each and every 

subsequent Exchange period (period length as stated in the Agreement). If the Supplier does not receive the Core Unit within 42 Days after shipment  of the SPR Unit, the Supplier reserves the right to convert the Exchange into Sale or Loan hereunder. 

  1. In case of a Sale, Customer shall be charged with 120% of the applicable CLP plus 100% of the Exchange Fees accumulated up to that date on the 

applicable Loan Unit or Exchange Unit. 

  1. In case of a conversion into Loan, the Loan Fees as specified in the attached Agreement apply in addition to the Exchange Fees accumulated up to that 

date on the applicable Exchange Unit. The minimum fee for Loan Units may apply according to given Agreement. The Loan Unit shall be loaned to  Customer until the Supplier requests the return of the applicable SPR Unit and in accordance with the Terms and Conditions hereunder. 

  1. Return of Exchange Unit: 

Additionally, to Article 4 the following applies: The Core Unit must be repairable and be the same part number as the Exchange Unit supplied by the  Supplier. An interchangeable part number may be returned as well, if the interchangeability complies with SPR regulations. Furthermore, the Core Unit  must be the same modification status or be capable of modification to the same status.  If the Core Unit is a life limited part and of significant greater “life” than the SPR Exchange Unit was, the Supplier reserves the right to charge Customer:  Value of each Day for the unit is defined by CLP/Life Limit. Customer has to pay the difference in value between the returned Core Unit and the supplied  SPR Unit. It shall be upon the Supplier’s sole decision to accept the Exchange core unit after inspection of the unserviceable part. In case the Supplier  does not accept the Exchange, Loan fees shall further apply for customer. 

  1. Transfer of Title for Exchange Units: Title of the Exchange Unit shall pass to Customer upon full payment of all amounts owed under the Terms and 

Conditions for Exchanges in this Agreement. Title to the Core Unit shall transfer to the Supplier after delivery to the Supplier’s premises. Until such transfer  of title, Customer shall be responsible for the loss or damage of the Core Unit. In case the Core Unit is beyond economical repair, the Supplier shall be  entitled to charge additional fees, such as but not limited to, scrap and inspection fees. 

  1. Handling of Loan/ Exchange Unit: The Loan Unit and Exchange Unit shall not be repaired or otherwise modified without written approval by the Supplier. 

Customer shall handle such units in good airline manner and in accordance with the applicable technical manuals. The Supplier shall not be responsible  for the installation of the Loan Unit or Core Unit. 

  1. Loss/Damage: Customer is responsible for the loss (e. g. during shipment) or the damage beyond normal wear and tear of the SPR Unit while the Unit is 

in the possession of Customer. In the event of loss or damage beyond economic repair, the Supplier shall be entitled to charge 120% of the CLP of such  SPR Unit plus 100% of the Loan Fees or the applicable Exchange Fees accrued until the Supplier was notified of the loss or damage. Alternatively, Customer  may supply an alternate unit, subject to the Supplier’s approval as replacement – in this case Exchange Fees will apply for the time until the replacement  is handed over to the Supplier, based on the Terms and Conditions of this Agreement.    

  1. Service Specifications Sale: 
  2.   Sales Fee: The Sales Unit will be specified in each applicable Purchase Order. The Supplier will provide Customer with a quotation which shall include 

handling charges and administration fees. All prices are exclusive of VAT, other applicable taxes, customs duties and bank fees, which shall also be borne  by Customer, unless specifically indicated otherwise. 

  1.   Transfer of Title for sold Units: Title of the Sale Unit shall pass to Customer upon full payment of all amounts owed under the Terms and Conditions 

hereunder. Before and after the transfer of title, Customer shall be responsible for the loss or damage of the SPR Unit in its possession.