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GENERAL CONDITIONS OF SALE
Ref : DGI-FORM-0837
1 – Purpose and scope:

performed by Société Air France to the customer (the “Customer”) including but not limited to test, repair, overhaul, modification, on-site assistance, technical assistance, engineering support, development of service bulletins, supply, standard exchange and lease (the “Services”) of aeronautical components, materials, equipment or tools (the “Equipment”). In case these GCS are attached to a commercial agreement describing the specific conditions of supply of the Services (“the reement”), the Services are governed by this Agreement. In case no commercial agreement is signed by Air France and the Customer for the Services, the Services are governed by the order which mirrors the terms of Air France’s offer and these GCS (collectively also referred to as the “Agreement”), being understood that any order related to or payment for any Service by the Customer is deemed to be acceptance of the present GCS. In any case, the general purchase conditions or other document submitted by the Customer will not apply unless agreed in writing by Air France authorized representative. For the purpose of these GCS, “Air France” means Société Air France its directors, officers, employees, authorized representatives and its subcontractors.

2 – Order:

The Services are subject to issuance of a written order by the Customer and acceptance by Air France. In the event of cancellation of the order by the Customer, Air France reserves the right to charge the Customer for all costs and expenses already incurred, for all Services totally or partially performed and/or for all material ordered related to the order. Any modification of the order and consequences thereof (such as additional financial charge and/or lead-time) have to be prior agreed between the Parties, failing which the scope of the initial order remains applicable to the Services.

3 – Prices, invoicing and payment:

The Services’ prices are exclusive of any taxes and duties. Unless otherwise specified in the Agreement, the following payment conditions apply.
In case of lease of Equipment, the Customer has to make a down payment representing the lease fees of the first 60 days of the lease or in case of a shorter lease term, 50% of the estimated lease fees before delivery of the Equipment to the first designated freight forwarder or to the Customer at Air France premises in France. All other payments have to be made within 30 days from the invoice issuance date.
In case of sales of Equipment or standard exchange, Air France will be under no obligation to deliver the Equipment to the first designated freight forwarder or to the Customer at Air France premises in France until payment of the full price set forth in the Agreement.
For other Services, payments have to be made within 30 days from the invoice issuance date. If the Services exceed fifty thousand US Dollars (50,000 USD), the Customer is obligated to make a down payment of 30% of the value of the Services before the beginning of the Services.
The payments have to be made in the currency mentioned in the invoice. Any claim has to be made in writing within 10 days from the date of the receipt of the invoice, without suspension of the payment lead-time. The payments due to Air France cannot be affected by any set-off or counterclaim of any kind. If the Customer fails to make payment within the due date, Air France will charge the Customer with the interests calculated on the base of the French legal interest rate multiplied by three, exclusive of taxes, until receipt of the full payment by Air France; in addition by application of the law a penalty of 40 Euros applies.
Flat rates prices only include works to rectify normal wear and tear. Normal wear and tear means the wear and tear to which an aircraft, engine and/or Equipment is or will be exposed during normal use, operation, maintenance, handling, storage, transportation or installation and, taking into consideration the specific use and design of such aircraft, engine and/or Equipment, which has been anticipated by the codes, standards, regulations, procedures and/or requirements issued by the OEM and the relevant Aviation Authority. All works beyond normal wear and tear will be charged on time and material basis.

4 - Delivery / transportation:

Any given lead-time or date are provisional and non-binding. They are stated for information purpose only.
The Equipment will be transported in accordance with Air Transport Association 300 standards, the European Agreement concerning the International Carriage of Dangerous Goods by Road regulations, regulations of the country of destination and/or manufacturers' requirements. Any dangerous goods have to be packed in accordance with the latest IATA “Dangerous Goods Regulations”. If the packages are lost or deteriorated, the party responsible for this event will replace, at its own cost, the said packages by new identical ones. If not specified otherwise, all Equipment will be delivered and redelivered to/from the following address: Air France Industries – Zone de Cargo 5 Sogaris - BAT 3 – Unserviceable Materials – CLOSED LOOP –93290 Tremblay en France – FRANCE . The Customer will have full responsibility and bear all risks and expenses (including packing and insurance) for the shipment of any Equipment to/from such address or other relevant Air France premises in France. If Air France is in charge of shipment, the liability of Air France for any loss or damage to the Equipment and for any consequences thereof attributable to such operation is strictly limited to the indemnification ceilings fixed by the Geneva Convention relative to the International Carriage of Goods by Road of 19 May 1956 and by the Warsaw Convention relative to the International Carriage by Air of 12 October 1929, amended by Montreal Convention of 28 May 1999. If Air France acts in its capacity as air carrier, the terms and conditions of the Air Way Bill will prevail. The Customer is bound to complete all customs formalities. Upon prior request, Air France may handle such customs formalities on behalf of the Customer. The Customer has to provide Air France with any necessary documentation and information related to the concerned Equipment. The Customer acknowledges that the Services, including without limitation the delivery of Equipment and/or data, may be subject to export control laws and regulations including but not limited to French export laws, U.S. export laws and regulations (Export Administration Regulations and International Traffic in Arms Regulations), European export control regulation including but not limited

Société AIR FRANCE – Société Anonyme - RCS 420 495 178 Bobigny -
45 rue de Paris 95747 Roissy CDG Cedex – France
Page 3/3 Rev 18 March 2015 Initials of the customer:

to regulation N° 428/2009 and export control regulation from the country of manufacture of the exported and/or re-exported material or Equipment and/or data (hereafter referred to as “Export Regulations”). Diversion contrary to such laws and regulations is prohibited. The Customer shall not re-export Equipment and/or material and/or data to any embargoed countries according to United Nations regulations, European Union regulations and any Export Regulations including but not limited to Cuba, Iran, North Korea, Sudan, Syria. Performance of the Services and/or part thereof may be conditioned upon obtaining export licenses as required by the Export Regulations. Air France will not be held liable in case of delay in obtaining or failure to obtain the said export licenses (or any renewal thereof) from the concerned governmental authorities.

5 - Performance of Services:

The Customer is bound to supply to Air France all up-to-date technical documentation and all other documentation deemed necessary for Air France. Any failure of the Customer to supply the said documentation will relieve Air France from any liability and any warranty obligations for the Services concerned by the said failure.
The Customer commits to deliver to Air France Equipment from approved sources and to provide Air France with evidence of compliance with such obligation at Air France’s request, failing which Air France is entitled to suspend the Services or terminate the Agreement without liability to the Customer.
Air France cannot read flight data parameters from various recorders under the Agreement. Air France will not perform standard exchange or sale services for components including radioactive elements and any smoke hoods and halon extinguishers. Air France is entitled to subcontract the Services. Air France is not liable for non-performance or delayed performance of any of its obligations and can suspend the Services in case of (i) force majeure or any other cause beyond its reasonable control such as but not limited to act of God, act of government, any law, decision, regulation, directive or other act of any government or of the EU authorities or of any department, commission, board, bureau, agency or court, war or civil war, armed hostilities, insurrections or riots, acts of nature or serious accident, total or constructive total loss, epidemics, quarantine, strikes or labour troubles causing cessation, slowdown or interruption of work, general hindrance in transportation; (ii) delay or failure of the Customer to perform its own obligations; (iii) campaign changes or manufacturer’s design failure; (iv) delay or failure of a vendor to furnish to Air France parts, items, materials, accessories, tools or equipment in due time and/or in serviceable condition and/or in sufficient quantity; (v) unforeseen major defects of the Equipment to which the Services are related; or (vi) additional services or modifications requested by the Customer not agreed at the time of the Agreement. If Air France considers that the Services cannot be resumed within a reasonable period, Air France is entitled to immediately terminate ipso jure the Agreement by notice and without any compensation.

6 - Title and risks of loss:

Risk of loss of and/or damage to the Equipment remains with the Customer at all times.
In case of lease, title remains with Air France at all times and risk of loss of and/or damage to the Equipment will pass to the Customer upon delivery by Air France in its premises in France and until redelivery to Air France at the same place.
In case of standard exchange, title to the exchanged Equipment will pass to the Customer upon its installation on the aircraft and title to the removed Equipment will pass to Air France simultaneously. If the Customer is not an airline, in case of standard exchange, title to the exchanged Equipment will pass to the Customer when Air France accepts the Removed Equipment and title to the removed Equipment will pass to Air France simultaneously. Risk of loss of and/or damage to the exchanged Equipment will pass to the Customer upon delivery by Air France in its premises in France and risk of loss of and/or damage to the removed Equipment will pass to Air France upon confirmation by Air France that such Equipment is eligible for standard exchange.
In case of sale, risk of loss of and/or damage to the Equipment will pass to the Customer upon delivery by Air France in its premises in France and Air France will retain title to Equipment delivered to the Customer until complete payment of due amounts.

7 - Warranty:

Subject to full payment by the Customer, Air France warrants that the Services are free from defect in workmanship (and that the parts manufactured by Air France, if any, are free from defect in material) for the warranty period specified in the Agreement. If not specified, the warranty period lasts for one thousand (1,000) flight hours or 12 months after installation or 12 months from the date of performance/delivery, whichever occurs first. Such warranty applies provided that: a) the Customer notifies its claim within 30 days from discovery of the defect and provides Air France with a written report no later than 45 days following the notification of the defect, b) the defective Equipment is delivered to the Air France facilities in France unless otherwise specified within 45 days from the date of notification of the warranty claim, c) the defective Equipment has not been altered, repaired or overhauled by a party other than Air France, d) the defective Equipment has not been subject to Foreign Object Damage, misuse, neglect, accident, third-party manufacturer design failure, inherent vice or latent defect, and e) the defective Equipment has not been stored, handled, packed, maintained, installed, shipped, cared or operated in accordance with the latest recommendations, specifications, requirements or instructions of the manufacturer or of the relevant regulatory bodies or agencies. If the warranty is accepted, Air France will grant repair, correction or replacement of the defective part of the Equipment at its sole discretion. If any technical data supplied or used by Air France contain any non-conformity or defect, Air France sole obligation is to make reasonable efforts to, at its option, correct or replace such technical data. The warranty period for such remedial work is limited to the outstanding period of the warranty initially conferred. Notwithstanding the above, any Equipment sold or leased by Air France is delivered in “as is – where is” condition to the Customer.

THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF AIR FRANCE AND REMEDIES OF THE CUSTOMER SET FORTH IN THIS ARTICLE ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE CUSTOMER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF AIR FRANCE AND ALL OTHER RIGHTS, CLAIMS OR REMEDIES OF THE CUSTOMER AGAINST AIR FRANCE AND/OR ITS INSURERS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NON CONFORMITY OR DEFECT IN ANY DATA, PART OR PRODUCT DELIVERED OR SERVICE PERFORMED IN RELATION TO OR UNDER ANY ORDER INCLUDING BUT NOT LIMITED TO (A) ANY WARRANTY AGAINST HIDDEN DEFECTS, (B) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS, (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OR PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, (D) ANY WARRANTY AGAINST INFRINGEMENT, (E) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO ANY AIRCRAFT OR ANY PART THEREOF, OR FOR ANY OTHER DIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL OR DOWNSTREAM DAMAGES.

Société AIR FRANCE – Société Anonyme - RCS 420 495 178 Bobigny -
45 rue de Paris 95747 Roissy CDG Cedex – France
Page 3/3 Rev 18 March 2015 Initials of the customer:

8 - Indemnification and insurance:

For the purpose of this article, Air France means Société Air France, its directors, officers, employees, agents, subcontractors and its insurers ; the Customer means the Customer, its directors, officers, employees, agents and their respective insurers. The Customer renounces all claims, recourses or liabilities (strict, contractual or in tort) of or against Air France in case of damage of whatever nature caused (i) to any aircraft, engine, component and/or any part, (ii) to properties owned or leased by the Customer, (iii) to properties entrusted, delivered or leased by Air France to the Customer, (iv) to the Customer’s employees or (v) to any third party (including without limitation the owner(s) or operator(s) of any aircraft or engine) and arising out of or in connection with the Services, and undertakes to indemnify and hold Air France harmless from any claim or recourses from any third party (including without limitation the Customer’s employees or the owner(s) or the operator(s) of any aircraft or engine) or in case of loss or damage to any properties entrusted or leased by Air France to the Customer, unless caused by the gross negligence or wilful misconduct of Air France. Air France renounces all claims and recourses against the Customer in case of death or injury to any employee of Air France and in case of loss or damage to properties owned by Air France (except when entrusted or leased to the Customer), where such damage occurs during and arises directly and exclusively from the performance by Air France of the Services. In no event will Air France be liable for any reason, whether arising in contract (including warranty) or otherwise, for incidental, consequential, punitive or indirect damages, including without limitation loss of use, revenue or profit. The Customer has to maintain satisfactory insurance coverage concerning all types of legal liability naming Air France as additional insured and waiving any right of subrogation against Air France, in accordance with the provisions of this article. Before the beginning of the Services, the Customer has to provide Air France with the relevant insurance certificates. Any applicable deductible will be borne by the Customer.

9 – Confidentiality and intellectual property rights:

Any information, document and data of whatever nature, transmitted by Air France to the Customer in connection with the Services is confidential information (“Confidential Information”). The Customer agrees not to disclose any Confidential Information to any third party for any reason whatsoever and not to use Confidential Information for any other purpose than the performance of the Services without the prior written consent of Air France, except (i) if required by law or governmental regulations, (ii) if the information is publicly known. Title to any and all intellectual property rights (including without limitation letters, patents, registered design rights, copyrights, or trademarks) in all documents or data (including without limitation technical records plans drawing patterns or designs) supplied by Air France remains vested in Air France or any third Party which is entitled to such intellectual property rights. If the Services result in the creation and/or development by Air France of any intellectual property right, Air France will have full legal title and interest in such right. Air France will not be liable to the Customer for infringement of any intellectual or other similar property rights.

10 - Rights and remedies:

Air France is entitled to terminate the Agreement with immediate effect, ipso jure and without any compensation, if the Customer fails to remedy to any breach of its contractual obligations within the lead-time specified in the notice requesting the Customer to remedy such breach.
Air France is entitled to exercise an unconditional and automatic right of retention over the Equipment of the Customer under Air France custody until full payment of Services and/or redelivery of the Equipment leased to the Customer.
Air France is entitled to suspend the Services in case of breach by the Customer of any of its contractual obligations.
All remedies that Air France may have under this GCS or Agreement are cumulative and in addition to any other rights and remedies at law.

11 – Miscellaneous provisions:

Assignment of the rights and/or obligations of the Customer (including, but not limited to, the sub-lease to a third party of any Equipment leased by Air France to the Customer) is prohibited.
Any term or conditions hereunder which is or may be determined to be void or unenforceable under any applicable law by any competent jurisdiction is to be deemed severable and will not affect any other provision hereunder. If any provision of these GCS is declared illegal, void, or otherwise unenforceable, the remaining provisions will remain in full force and effect.
Air France failure to enforce any provision of these GCS or to exercise any of its rights hereunder will neither constitute a waiver of such provisions nor prejudice the rights of Air France to enforce such provisions at any subsequent time.

12 - Governing law and applicable jurisdiction:

The Services and the Agreement will be construed in accordance with and governed by the laws of France excluding conflict of law principles. Any dispute related thereto not amicably settled has to be referred to the exclusive jurisdiction of the Commercial Court (“Tribunal de Commerce”) of Paris, France.

The following is applicable and required only if there is not other signature page:
Acceptation (to be preceded by hand-written note “approved and accepted” and initials at the bottom of each page)
Purchase order N°:
For and on behalf of:
Signature:
Name:
Title:
Date:

Société AIR FRANCE – Société Anonyme - RCS 420 495 178 Bobigny -
45 rue de Paris 95747 Roissy CDG Cedex – France
Page 3/3 Rev 18 March 2015 Initials of the customer: