Standard Terms and Conditions of Sales

A. “Accepted” has the meaning described in section VIII of these Terms and Conditions.

B. “Article” has the meaning found in 14 C.F.R. § 21.1(b)(2).

C. An “Authorized Release Document” means a document as described in 14 C.F.R. § 21.137(o) or 14 C.F.R. § 43.9(a) and includes corollary release documents issued under the legal authority of another national aviation authority that has entered into a bilateral aviation safety agreement with the United States.

D. The term “Authorized Repair Facility” means an appropriately rated facility, from the Company list of authorized repair facilities, that is designated by the Company.

E. “Buyer” means a person, company, or entity that has addressed a Request for Quote and/or a Purchase Order to Company, when Company has agreed to sell the named Goods to that person, company, or entity.

F. “Claim” has the meaning described in Section XII of these Terms and Conditions.

G. “Company” means Global Market Development & Consulting, Inc., which is also known as GMDC Inc.

H. A “Company Quote” means any Company offer to sell, including documents labelled as “quote.”

I. A “Company Sales Transaction” and/or “Transaction” is any sale or contemplated sale of Goods by Company to a Buyer and includes a Quote and/or a non-consummated offer of sale.

J. “Cover Goods” are any goods offered (or provided) by Company to Buyer that do not fully conform to the Buyer’s Purchase Order, but that are believed to reflect acceptable replacement goods. Cover Goods shall include goods with alternative part numbers, goods subject to different revision levels, goods with different software levels than specified, and goods that vary in any way from the description in the Purchase Order.

K. A “Domestic Transaction” means any Company Sales Transaction in which (1) the Buyer’s address shown on the Buyer’s Purchase Order is located in the United States, and (2) each destination shown on the Buyer’s Purchase Order is located in the United States, and (3) all payments for the transaction are coming from accounts in the United States.

L. “Ex Works” is a delivery term which has the same meaning and connotation as the term has in Incoterms 2020.

M. “Goods” means parts, materials, tools, software, drawings, data, manuals or any items that are required to be delivered pursuant to, or in connection with, a Purchase Order. It includes Articles but it may also include goods that are not Articles.

N. “Inspection Period” has the meaning described in section VIII of these Terms and Conditions.

O. An “International Transaction” means any Company Sales Transaction that is not a Domestic Transaction.

P. “Purchase Order” means the purchase order issued by Buyer for the supply of Goods by Company to Buyer, which may be a written or electronic document. If accepted by the Company, this may also include oral or unwritten requests. If the Purchase Order responds to a Company Quote, then the Purchase Order is the acceptance of the Quote (and forms a contract on the terms in the Quote). Otherwise, the Purchase Offer is an offer, which may be accepted or rejected by the Company.

Q. A “Sales Order” is any Company communication that accepts the offer by a Buyer Purchase Order.

A. EASA means the European Aviation Safety Agency

B. FAA means the United States Federal Aviation Administration

C. NDA means Non-Disclosure Agreement

D. RMA means Return Merchandise Authorization

B. If Buyer submits a Purchase Order without a prior Company Quote for the same goods, then by submitting the Purchase Order to Company, Buyer accepts that these Terms and Conditions apply to the Purchase Order and supersede any conflicting terms and conditions.

C. If Buyer solicits goods without issuing a Purchase Order and without a prior Company Quote for the same goods, then Buyer accepts that these Terms and Conditions apply to the transaction and supersede any conflicting terms and conditions.

D. Company shall not accept any Purchase Order that falls below Company’s minimum order threshold unless Company agrees to accept it in writing. The Company minimum order threshold is $1,000.00 USD, with a line item minimum of $1,000.00 USD. Company reserves the right to alter these minimum thresholds with or without notice at Company’s sole discretion.

E. Buyer agrees to conduct transactions by electronic means.

A. Payment in Dollars. All payments, costs and fees in each Sales Transaction shall be in US Dollars.

D. If Buyer pays by Wire Transfer, then Buyer shall pay to Company an Additional Fee of $25.00.

E. If a Buyer order is subject to AOG terms, then Buyer shall pay AOG fees of $500 per order with a minimum order applying to line items below $1,000. In-stock items are typically not subject to this AOG fee. The AOG fee will typically be identified in the quote.

F. Company reserves the right to refuse payments offered through third party payment processors. This right may be exercised by Company for any reason and at any time. In the event payment offered through a third party payment processor is refused, such a refused payment shall not be considered to be a payment for purposes of this Agreement.

G. Buyer’s failure to pay, or failure to pay on time, shall be considered a material breach for which Buyer does not enjoy a right to cure, and if Company (in its sole discretion) permits an option to cure such deficiency then that does not limit any other right enjoyed by Company.

H. Company does not pay shipping costs for Company Sales Transactions except in unusual cases. In a case where Company pays the shipping costs, the actual shipping costs associated with the Company Sales Transaction shall be reimbursed by the Buyer to Company according to the credit terms agreed-upon between Company and Buyer, as if the costs had been incurred as part of the original Company Sales Transaction and shall be due when the payment for the original Company Sales Transaction is due and shall be paid with the original amount to be paid. If the payment due date has passed by the time the actual shipping costs associated with the Company Sales Transaction are communicated to the Buyer, then the actual shipping costs shall be paid to Company not later than the third business day after Company informs Buyer of the actual shipping costs, unless the Buyer enjoys credit terms in which case the reimbursement shall be made according to the Buyer’s normal credit terms. This does not change the risk of loss.

I. In the event a Buyer payment is late, Buyer shall owe to Company interest at the rate of 16.67% per year, compounded monthly, on the outstanding balance, until such balance is paid.

J. Service Charges owed, based on method of payment, shall be paid with the original amount to be paid. If an owed Service Charge is not paid, then it will be considered to be delinquent and shall begin accruing interest as of the time of the payment with which it was associated.

K. Any refunds owed to Buyer shall only be paid using the same mechanism and account by which payment was originally made. If Company expects to incur a fee using this refund mechanism and account, then that fee will be subtracted from the refund. Only refunds authorized under these terms and conditions will be paid.

L. Without prejudice to any other right or remedy it may have, Company reserves the right to set off and recoup at any time and without notice any amount owed to Buyer by Company, by offsetting and reducing the amount that Buyer owes to Company. Such set-off shall be for equal amounts.

A. Upon passage of the Risk of Loss as described in section VII, Company shall relinquish, and Buyer shall gain title to, the Goods.

B. Until full payment is made for the Goods, Company retains a security interest in the Goods for the unpaid amount. Upon Company’s request, Buyer shall complete and sign such additional documentation as may be requested by Company in order to document and/or perfect Company’s security interest in the Goods.

C. While Company retains a security interest in the Goods, Buyer shall not allow the Goods to be comingled, installed, nor otherwise handled in any way that would defeat or alter the security interest until Buyer has paid the purchase price to Company.

A. Risk of loss shall pass from Company to Buyer, upon the earliest of these events: (1) Ex Works Company when the Goods are made available for pick-up by a carrier at the Company location, (2) Ex Works Company when the Goods are made available for pick-up by Buyer’s representative if Goods are expected to be picked up from Company’s location by Buyer’s representative, (3) Ex Works shipping location when the Goods are made available for pick-up by the carrier at some other location from which the Goods are shipped, or (4) Ex Works Company, if none of the first three conditions apply. When risk of loss passes it shall pass at the location at which the Goods exist at the time that risk of loss passes to the Buyer. If the passage of risk of loss is ambiguous or unclear, then risk of loss shall be deemed to have been passed to Buyer at the earliest time that it could have passed. Delivery shall be completed when risk of loss passes. For all other purposes, the transaction shall be treated as if it were subject to Ex Works (Incoterms 2020).

C. Company shall ensure that the Goods are packed and marked (including appropriate markings and labels for hazardous substances and/or materials) in accordance with industry standards and that such packages comply with applicable laws and carrier requirements. In the event special packaging or shipping mechanisms are necessary to meet legal requirements or Buyer-requirements, then Buyer shall be responsible for so-informing Company in the Purchase Order. If Buyer notifies Company that the Goods are flammable, toxic, volatile or otherwise hazardous, then Company shall package them in accordance with manufacturer’s instructions, local regulations and hazardous materials (dangerous goods) regulations, as applicable. Buyer shall be responsible for compliance costs, including reimbursing Company for the costs of hazmat-specific packaging (such compliance costs are in addition to any quoted pricing).

A. Buyer has an obligation to inspect Goods upon receipt. Buyer may reject any or all of the Goods that do not conform to the requirements of the Company Warranty found in section XV of these terms within ten days of Delivery of the Goods [the “Inspection Period”]. During the Inspection Period, unless Buyer has already stated that it would accept Cover Goods, Buyer may reject Cover Goods if they are not acceptable substitutes for the ordered Goods. If Buyer accepted the document associated with the Goods before the Goods were shipped, and if the delivered documentation remains substantially unchanged from the accepted documentation, then Buyer may not reject (nor revoke acceptance of) the Goods on the basis of the documentation.

B. Notwithstanding any other provision, Notice of Rejection shall be delivered to Company using the methods shown in the Notice section XVII.

C. If Goods are rejected, then Buyer must request a Returned Merchandise Authorization (RMA) from Company within the Inspection Period, or else Buyer waives any rejection rights and the Goods are considered to be Accepted.

E. Credit, refunds, or replacement will only be issued upon final acceptance and receipt of the RMA.

F. If Goods are returned, then Goods shall be returned at the Buyer’s expense and risk, and Buyer shall promptly reimburse Company for any such expenses paid by Company (for the avoidance of doubt, this includes but is not limited to tariffs). Goods shall be returned to the location specified in the Return Merchandise Approval (RMA), and if no location is specified then the default location shall be the Company warehouse facility in Doral, Florida.

G. Returned Goods must be received by Company (or company’s designee when a third party destination is identified in the RMA) by the earlier of 10 calendar days from the issuance date of the RMA and 30 days from the date on which risk of loss passes. Returned Goods must be received with all original documentation. The RMA number provided must be clearly marked on the packaging which packaging shall be sufficient to protect the part from any handling or in-transit damage. Risk shall pass to Company when the Goods are received at the Company warehouse facility in Doral, Florida or other location designated in the RMA. Failure to return the Returned Goods within this period and according to these terms and conditions shall mean that the Buyer has waived any rejection rights and the Goods shall be considered to be Accepted.

H. Returned Goods from (directly or indirectly) an end-user (maintenance facilities and/or operators) must be accompanied with a statement of non-use, certifying that the part was not used and/or installed.

I. Where Goods are sold (in any condition) and subsequently sent to the shop for evaluation, the payment shall be made by the Buyer on the due date defined within the Company Invoice, regardless of the time required for repair evaluation and/or repair fee determination.

J. Goods are considered irrevocably accepted by Buyer if they are (i) affirmatively accepted by Buyer in writing or (ii) used by any person in a manner inconsistent with ownership by anyone other than Buyer, (iii) transferred by Buyer to any third party, or (iv) not rejected within the Inspection Period [“Accepted”].

A. Buyer may not assign any of its rights or delegate any of its obligations under the Purchase Order nor the Sales Transaction without Company’s prior written consent. Company may, at its option, void any attempted assignment or delegation undertaken without Company’s prior written consent.

B. Buyer may not subcontract any of its rights or obligations under the Purchase Order without Company’s prior written consent.

C. To the extent allowed by applicable law, no person who is not a party to a Purchase Order or Sales Transaction shall be entitled to enforce or take the benefit of any of its terms whether as a result of applicable legislation, custom or otherwise.

A. Each Quote and/or Purchase Order forms a separate contract and remains in effect with respect to that transaction until either the Quote or Purchase Order (or both) is terminated in accordance with this Agreement or the Goods are delivered and Accepted by Buyer as anticipated by the Sales Transaction.

B. Before the Goods are delivered and Accepted by Buyer, Company may terminate any previously accepted Purchase Order, if available data suggests a reasonable suspicion of non-compliance with any US law or regulation, upon written Notice to Buyer. Company shall have no further obligation in connection with any terminated Purchase Order.

D. Any obligations or duties which, by their nature, extend beyond the expiration or termination of the Purchase Order shall survive the expiration or termination of the Purchase Order.

A. If Company and Buyer have entered into an NDA which covers disclosure of confidential information under the Sales Transaction, and if the term of the NDA expires before the expiration or termination of any Purchase Order associated with the Sales Transaction, then the term of the NDA shall be automatically extended to match the term of the Purchase Order, with respect to all matters related to the Sales Transaction.

B. The Company and Buyer shall treat the terms, conditions, and existence of each Sales Transaction as Confidential Information belonging to Company.

C. Buyer shall treat each Company Quote as Confidential Information belonging to Company, and shall not provide a copy of such a Quote to any third party without the prior explicit written permission of Company.

D. Buyer shall obtain Company’s written consent prior to any publication, presentation, public announcement, or press release concerning its relationship with Company.

B. Buyer shall defend, indemnify, and hold Company harmless from and against any and all Claims as incurred, arising out of or in connection with any (i) act or omission of Buyer (including its Subcontractors) in the performance or fulfillment of the Sales Transaction; (ii) any infringement of a third party’s Intellectual Property Rights or any other rights, (iii) any negligent or willful acts or omissions of Buyer which results in personal injury (including death) or damage to tangible property, (iv) installation or use by a third party of the Goods procured under the Purchase Order, (v) Buyer’s non-compliance with U.S. law and/or regulation, or (vi) failure to perform as expected on the part of the Good(s) procured under the Purchase Order. For purposes of this paragraph only, the term “Company\” also includes the employees, officers, directors, agents, of Company and of each of Company’s Affiliated Entities.

C. Company will provide the Buyer with prompt written Notice of the Claim and shall permit Buyer to control the defense, settlement, adjustment, or compromise of any Claim, subject to the terms and limitations of this paragraph. Company may employ counsel at its own expense to assist it with respect to any Claim. Buyer will have no authority to settle, adjust, or compromise any Claim on the Company’s behalf, except where the settlement, adjustment, or compromise has been accepted, in writing, by Company.

D. Nothing in this section shall limit any other remedy for the Company nor the Buyer.

A. Buyer shall secure and maintain insurance providing coverage for liabilities to third parties for bodily injury (personal injury) and damage to property in amounts sufficient to protect Company in the event of such injury or damage and shall be in compliance with any and all laws, regulations, or orders addressing the liabilities of an employer to its employees for injuries and disease suffered in connection with employment. Buyer further will maintain such additional types and limits of insurance as is customary for a company of similar size and similar operations to Buyer in the jurisdiction or jurisdictions in which Buyer’s operations take place.

C. Any warranty period begins upon the earlier of (1) when the Goods are shipped by Company to the Buyer, or (2) when title to the Goods passes to the Buyer, or (3) if title to the Goods fails to pass to Buyer, then, when the Goods are made available by Company for shipment to the destination stated in the Purchase Order.

D. In the event that the Goods breach a Company warranty, and the breach was not discerned during the Inspection Period, Buyer may make a warranty claim by notifying Company in writing of the breach, with a description of the reason for return, nature of the breach, and of all facts relevant to the claim of breach (“Warranty Claim”). Such Warranty Claim shall be treated as an RMA request, and the RMA rules of section VIII, subsections D-H, shall apply to this RMA. If the Warranty Claim appears to be facially valid, then Company will issue an RMA to Buyer and Buyer may return the Goods to Company at Buyer’s expense. Company shall then assess the parts based on the written Warranty Claim. If the assessment shows that the Warranty Claim is valid, then Company shall refund to Buyer the full value paid for the non-conforming Goods, including shipping costs.

E. If Goods are returned for warranty consideration and the shop determines there is No Fault Found (NFF), then (1) Buyer shall be responsible for all logistics and shipping fees to and from the shop, as well as back to the Buyer, (2) Buyer shall be responsible for all related shop inspection and analysis fees, and (3) Buyer shall pay to GMDC a Service Charge of 20% of the sales price of each good subject to the NFF determination.

A. For each Article subject to a Company Sales Transaction, Company shall provide an ATA 106 form, ASA 2020 form, or comparable form identifying the Goods.

B. For each Good that is not an Article, and is subject to a Company Sales Transaction, Company shall provide Company sales documentation describing the identity and condition of the Good.

C. If Company provides Goods that do not meet the documentation requirements of this section XVI, then Buyer must give Notice to Company of this failure and such Notice must reach Company within 10 days of Delivery of the Goods. Upon such Notice, at Company’s discretion, Company may (1) cure the issue by providing acceptable documentation within ten days of receipt of such Notice, (2) terminate the transaction by demanding the return of the Goods and issuing to Buyer a refund of any sums already paid for that transaction, or (3) reject the claim (e.g. if Company feels the documentation met the requirement). An effort to cure is not an admission that the earlier documentation was inadequate. This clause shall be the Buyer’s sole remedy for Buyer’s documentation-related claims.

D. If it is agreed upon in writing by Company and Buyer that a non-conforming Good is to be scrapped off-site and not returned to Company, then Buyer shall provide to Company a Scrap Certificate within ten (10) calendar days from the issuance date of the Company RMA. The Scrap Certificate shall, at minimum, include the Part Number, Serial Number (as applicable), description and date the Good was scrapped, and a picture of the scrapped Good. Any Company obligation to provide a refund or credit memo to Buyer shall be tolled until the timely arrival of the Scrap Certificate, and Company shall have no obligation to provide a refund or credit memo relative to a scrapped part if Buyer fails to meet this Scrap Certificate obligation within the time period. Buyer is responsible for all fees and/or charges associated with scrapping the non-conforming Good.

A. Where Notice is required, Notice shall be delivered in writing and may be delivered using hand delivery, email, postal mail, or overnight delivery service, or such other method as may be explicitly allowed in this section XVII.

C. Notice to Buyer may be delivered to the same address as the Purchase Order, using the same mode of delivery as the Purchase Order. Where multiple copies of a Purchase Order have been sent (such as where an emailed copy and a postal-mailed copy are both transmitted), Notice to Buyer may be sent using any one of the modes by which the Purchase Order was sent. Notice to Buyer may also be delivered to the Buyer’s physical office. In all cases, Notice to Buyer is completed upon dispatch.

Failure by a Buyer to meet a deadline specified in any Company Sales Transaction document or other agreement with Company will be considered a material breach of these Terms and Conditions.

Buyer guarantees that its actions and omissions are in full compliance with all relevant laws, regulations, and government policies, including but not limited to those related to airworthiness and export. Buyer agrees to defend, hold harmless, and indemnify Company from any Claims that are caused by or attributed to non-compliance with this guarantee. Buyer agrees to promptly reimburse Company for any fees, expenses, fines, penalties or other costs (including attorneys’ fees, reasonably foreseeable consequential and incidental damages, and the reasonable economic effect of any injunctive relief) that are caused by or attributed to non-compliance with this guarantee.

A. All Transactions made by Company are made in Florida and shall be interpreted under the laws of Florida, not including the state’s conflict-of-laws provisions. Both parties agree that any suit brought in relation to a Transactions, or to enforce any clause of such a Transaction, shall be brought in a trial court in Miami-Dade County, Florida. Both parties agree to be subject to the personal jurisdiction and venue of such a court.

B. If the Buyer, Buyer’s subsidiary, Buyer’s affiliate or Buyer’s parent has an office in the United States, then the Buyer agrees to accept service at any such office.

In the event that Company needs to hire an agent or attorney or make use of an arbitrator, mediator, court system or other legal mechanism in order to secure a right owed to Company or otherwise enforce a right enjoyed by Company under any agreement subject to these terms and conditions, Buyer shall be liable to Company for all costs and fees (including attorneys’ fees) associated directly or indirectly with this process.

If any part, term or provision of these Terms and Conditions is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of the parties shall be construed and enforced as if the Terms and Conditions did not contain the particular part, term or provisions held to be illegal or invalid.

Notwithstanding any other provision of these Terms and Conditions or any agreement or document to the contrary, the following terms shall always apply to Sales Transactions:

A. Company will not be liable for any penalty fees nor delivery delay fees.

B. Company will not be liable for penalties nor damages when its performance is delayed or prevented by strike, fire, riot, war, rebellion, insurrection, acts of God, failure or delay in transportation by third parties, governmental regulations, or other causes beyond its control, including any occurrence that would be described as a force majeure. In the event of such a delay, performance shall be tolled until performance can reasonably be accomplished, unless performance becomes impossible or impracticable for Company in which case the portion of the Sales Transaction that is impossible or impracticable shall be cancelled with no further liability.