I. ACRONYMS AND DEFINITIONS

• BER: Beyond Economic Repair
• CAAC: Civil Aviation Administration of China
• CCP: Current Catalogue Price
• Customer: A recognized legal entity entering this agreement with UAM, in order to transact, purchase, lease, exchange, export and/or re-export goods and/or services provided by Universal Asset Management
• DAR: Designated Airworthiness Representative
• DER: Designated Engineering Representative
• DOM: Date of Manufacture
• EAR: Export Administration Regulations
• EASA: European Aviation Safety Agency
• FAA: Federal Aviation Authority
• FOB: Free on Board (also known as Freight on Board)
• HazMat: Hazardous Material
• MRO: Maintenance, Repair & Overhaul Facility
• OEM: Original Equipment Manufacturer
• OFAC: Office of Foreign Assets Control
• PMA: Parts Manufacturer Approval
• RMA: Return Material Authorization
• UAM: Universal Asset Management

II. TERMS AND COMPLIANCE

1. Customer agrees to not sell, lease, exchange, export, re-export, ship or transact any component(s), materials, or documents acquired from Universal Asset Management, Inc. ("UAM") to current embargoed or banned nations, entities and/or people as set forth by the United States ("US") Government. For a current list of embargoed or banned nations, entities and/or people, please contact the U.S Department of Commerce.
2. Customer shall acquire and obtain any licenses or prior approvals required by law for sale, lease, exchange, export, and re-export of component(s), products, or other materials or documents acquired from UAM.
3. Customer will abide by all US export laws and regulations for all component(s), products, or other materials or documents acquired from UAM.
4. Customer will not sell, export, or re-export any component(s), products, or other materials purchased from UAM for use in the development or production of nuclear, chemical, bio-chemical or weapons of any kind.
5. Customer agrees that if any of the above items (A-D) are not met, the purchase order or transaction is subject to cancellation or termination.
6. Should a violation of any of these terms occur, the Customer shall notify UAM immediately, fully co-operate in any and all investigations or litigations and shall indemnify UAM against any fees, fines and damages associated with the Customer’s violation.

III. CONDITIONS OF SALE

1. This document supersedes language present in any subsequent purchase orders, billing documents and documents, unless agreed in writing as an amendment to these terms & conditions.
2. A purchase order must be received in documented format either by fax or electronic mail (email). Orders may be emailed directly to a UAM account manager or sent to the sales department by:
   1. Email: sales@uaminc.com
3. A purchase order will not be accepted over the phone.
4. In the event more than one company sends a purchase order for a given component(s) at a mutually pre-agreed price, the first purchase order received in hand will be the accepted order, as evidenced by the time stamp on UAM’s email or fax system.
5. The minimum dollar amount for a purchase order is $250USD.
6. The minimum purchase price to guarantee a part repairable is $750 USD. Any sales below $750 USD are considered "as-is" sales and are not eligible for return in accordance with the Section IV on Return Material Authorization ("RMA").
7. A $150 USD AOG fee will apply to any order that is requested to ship same day but received between 3:00 to 5:00pm CST. A $350 USD fee will apply to all AOG orders received after 5:00pm CST on weekdays, weekends and holiday orders, if it is required to ship the same day.
8. UAM does not offer warranty on any component(s), with the exception of the extended warranty issued by a repair facility for repaired, overhauled, or new units. For information on extended warranty from repair facilities, please ask a UAM Account Manager.
9. Any component sold for more than $750 USD is either “guaranteed repairable” or “guaranteed to be operational upon installation within 30 days of invoice date”.
   1. Guaranteed repairable – UAM guarantees the component(s) will be capable of being restored to an airworthy condition through an approved repair facility. If this condition cannot be met, the component(s) is eligible for return (see RMA, Section IV). UAM does not guarantee or warrant the condition or airworthiness of a component.
   2. Guaranteed to work upon installation – UAM guarantees that if a component has been repaired or overhauled prior to sale, it is guaranteed to be operable upon installation. If this condition cannot be met, the component is eligible for return (see RMA, Section IV). UAM does not guarantee or warrant the condition or airworthiness of a part. All guarantees as to the merchant, fitness or airworthiness of a component are the responsibility of the Customer and the approved repair station.
10. Shipments of component(s) designated as Hazardous Material ("HazMat") are subject to a minimum $75 USD fee.
11. If an FAA Form 8130-3 form (Airworthiness Approval Tag) is required to be completed by a Designated Airworthiness Representative ("DAR"), a fee of $250 USD will be added to the order.
12. Final title transfer of a purchased item occurs upon UAM’s receipt of payment from customer. Refer to Invoicing and Payment, Section VIII.
13. DISCLAIMER. Other than the express representations and warranties of UAM set forth in this agreement, the purchased assets are being sold and assigned hereunder “AS IS, WHERE IS” and UAM acknowledges that customer has not made or will be deemed to have made any term, condition, representation, warranty or covenant express or implied (whether statutory or otherwise) as to any and all warranties, obligations and liabilities, express or implied (whether statutory or otherwise) with respect to, (a) the capacity, age, airworthiness, condition, value, quality, durability, description, condition (whether of the component(s), any part thereof or its records), design, workmanship, materials, manufacture, construction, operation, state, merchantability, performance, fitness for any particular use or purpose or suitability of the component(s) or any part thereof, (b) the absence of latent or other defects, whether or not discoverable, known or unknown, apparent or concealed, exterior or interior, (c) the absence of any infringement of any patent, trademark, copyright or other intellectual property rights, (d) any implied warranty arising from the course of performance, course of dealing or usage of trade or (e) any other representations or warranty whatsoever, express or implied, with respect to the purchased asset, any part thereof or its records, all of which are hereby expressly excluded, it being understood that nothing herein will be deemed to limit uam from availing itself of any warranties, covenants, and representations of any manufacturer.
14. All component(s) are sold “AS IS, WHERE IS” by UAM. Customer agrees to defend, indemnify, and hold harmless UAM and the previous owner/operator of the component(s), its affiliates, officers, servants, agents, and employees from and against any and all liabilities, losses, damages, demands, fines, penalties, and claims of any kind whatsoever, including all costs, expenses, and reasonable attorneys’ fees incidental thereto, which may be suffered by, accrued against, chargeable to, or recoverable from UAM as a result of injury to or death of any person, or damage to, loss or destruction of property arising out of Customers’ or any subsequent possession, ownership, use, lease, or operation of the component(s) purchased, leased, exchanged, exported, re-exported, shipped or transacted from UAM.
15. Unless otherwise agreed between Customer and UAM account manager, any Customer orders that do not ship within five (5) business days of when the component is available for shipment, due to Customer-induced delays, may be cancelled by UAM.
16. If an exchange transaction is requested, Customer is required to complete and return an exchange agreement from UAM, outlining the terms of the exchange transaction.
    1. A signed UAM exchange agreement must be received back from the Customer prior to shipment of the order.
    2. If an exchange core is not returned to UAM within the timeframe noted on the exchange agreement, Customer is subject to additional exchange fees or will be charged the Agreed Replacement Value of the unit on the date the core is due to UAM in accordance with the exchange agreement.
17. All orders are shipped Free on Board ("FOB") from the point of shipment. All component(s) will be shipped EXW Origin (Inco terms 2010). UAM will not be responsible for lost or destroyed shipments that are not insured by the Customer. UAM will not reimburse original shipping cost on returned component(s).
18. Prepaid orders (by credit card, check or wire transfer) shipped on Customer's UPS account are required to have an authorization letter from Customer, sent to UPS stating that UAM has the authority to change the Customer's UPS account number. Authorization letters are required to have UAM and Customer's UPS account number, Customer and UPS's signature with date.
19. All orders will be shipped using Customer's preferred shipping method and respective account. Any shipping costs originally billed to the Customer’s account and in turn is re-billed back to UAM without prior approval, will incur a 20% handling fee.
20. International shipments that are shipped on UAM accounts may result in two (2) separate invoices:
    1. Invoice 1: Customer will be invoiced for shipping charges on the date of the shipment.
    2. Invoice 2: UAM will invoice the Customer for all duties, taxes and fees after UAM has received the Customer’s preferred carrier's invoice.

IV. RETURN MATERIAL AUTHORIZATION ("RMA")

1. All returns must be pre-approved and cannot be returned without prior receipt of an RMA authorization from UAM. Shipments without preauthorization will be rejected and returned to sender.
2. An RMA may be issued for a component(s) if one (or more) of the following occur:
   1. The Customer receives the incorrect unit from that which was listed on the Customers purchase order.
   2. The Customer receives a damaged or broken unit without prior notification and written consent by Customer.
   3. The component(s) ordered is unable to meet FAA, EASA, CAAC and manufacturer repair standards and/or mutually agreed upon to be Beyond Economic Repair ("BER").
   4. The component(s) ordered is not operational upon installation.
3. In order to obtain an RMA from UAM regarding an issue on a component(s), the Customer must contact UAM's account manager. The Customer is obligated to provide supporting documentation to UAM of the issue which must include but is not limited to:
   1. Shop Report from an approved certified repair facility
   2. A report from an airline or appropriate aircraft operator quality control department that the component(s) was not operational upon installation
   3. A picture of the component(s) showing either visible damage or that the incorrect component(s) was received by Customer.
4. All RMAs are subject to a 20% restock fee.
5. All RMA requests, along with its required supporting documentation, must be received within 30 days of Invoice date. Failure to complete UAM’s required RMA request packet and provide all supporting documentation within 30 days of the Invoice Date will result in the denial of a request.
6. All component(s) approved with RMA authorization must be received in UAM’s warehouse within 14 calendar days domestic and 21 calendar days international of RMA issue date.
7. If component(s) is shipped to a location other than the address supplied on the RMA, Customer is responsible for shipping fees to the correct location. Any shipping charges incorrectly billed to UAM will be immediately reimbursed by Customer, along with a 20% administrative fee and payment will be due immediately.
8. The Customer is required to follow the instructions for return of the component(s) as marked on the RMA. The RMA number must be referenced on all documentation pertaining to the return and must also be clearly marked on the outside of the returned package.
9. Any component or supporting documentation returned to UAM altered, damaged or missing subcomponents will nullify Customer’s request for RMA and may trigger additional actions up to and including reporting to the FAA.

V. EXCHANGES

1. All facets of the UAM exchange agreement supersedes language present in any subsequent agreements, purchase orders, billing documents and documents, unless agreed in writing.

VI. INVOICING AND PAYMENT

1. Orders are shipped on prepay (by credit card, check, or wire transfer), C.O.D., or credit basis as approved by UAM.
   1. Approval for Credit is subject to meeting the following requirements:
      1. Completion of at least 3 separate orders with UAM.
      2. Submission of a complete credit application to UAM.
   2. Once the credit application has been reviewed, credit with UAM may be approved at the discretion of UAM.
   3. If approved for UAM credit, payment is required within the time (calendar days) allotted by the net terms after the order is invoiced to the Customer and in addition:
      1. Payment is due within the time frame allotted regardless of situations such as the component(s) waiting for repair at a shop or acceptance by the Customer’s quality department.
      2. Past due invoices are subject to a monthly finance charge of 1.5% or $25 USD, whichever is greater, until the balance is paid in full.
      3. In addition, UAM may seek assistance from an outside collection agency. The Customer will be responsible for all collection costs and attorneys’ fees (where allowed by law) in connection with any delinquent payment.
   4. UAM reserves the right to establish other terms of payment and suspend or restrict shipments to the Customer if payments are delinquent, if the Customer has exceeded the established credit limit, or if the financial condition of the Customer at any time, in UAM’s sole judgment and discretion, does not justify the terms of payment specified.
   5. For prepay orders, payment must be received within five (5) business days from the receipt of the purchase order. If payment is not initiated within five (5) business days, the order is subject to cancellation.
   6. Checks returned for any reason will be assessed a processing charge of $100 USD.
   7. If payment is to be made by wire transfer, the Customer is required to comply with the following:
      1. All wire transfers will be made in United States Dollars (USD).
      2. The Customer is responsible for their own bank’s wire transfer fees
      3. The Customer must include an additional $15.00 USD for domestic wire transfers and an additional $40.00 USD for international wire transfers.
      4. Any excess funds received will be credited to Customer’s account.
      5. Wire Transfer instructions can be found at www.uaminc.com/wire.
   8. Any orders placed on credit card are subject to a minimum 4% administrative fee
2. Customer is required to ensure the following current accounting information is on file at UAM at all times:
   1. A current name and contact information (phone and email) for an appropriate accounting representative within the company.
   2. A current resale certificate.
   3. Customer's country Company Registration/Certification Form (i.e., USA - IRS W-9).
3. If there is a customer-induced delay to payment or order fulfillment, UAM reserves the right to charge the Customer for loss of time, loss of value, restocking and/or re-conditioning.

VII. VENDORS

1. Copies of all quality certifications are required for Vendor Approval, as determined by UAM’s vendor questionnaire.
2. UAM needs to be made aware of any changes to the Customer’s quality management system immediately.

VIII. EXPORT & US DEPT OF COMMERCE COMPLIANCE

1. The component(s) and supporting documentation purchased, leased, exchanged, exported, re-exported, shipped and/or transacted from UAM are subject to the US government’s Export Administration Regulations (EAR) and the regulations enforced by the US Treasury Department’s Office of Foreign Assets Control (OFAC).
2. UAM complies with trade agreements, tariffs, embargoes, export controls and sanctions established by the US government. Regulations that prohibit the direct or indirect export to specified countries are abided by UAM.
3. Customer confirms that in the event it will sell, resell, license, transfer, export or re-export any commodity purchased from UAM in any manner, to any person, to any country, or for any use, the Customer will do so in full compliance with the laws and regulations of the United States Department of State, Department of Commerce and Department of Treasury, including but not limited to the Arms Export Control Act, Export Administration Act, Foreign Corrupt Practices Act, Anti-Boycott Law, and their implementing regulations, including regulations enforced by the US Treasury Department’s OFAC.
4. Customer will not, except when specifically authorized by written approval from the US Department of Commerce or other relevant export control authorities, re-export, resell or otherwise dispose of any EAR-controlled item in or to countries, governments, entities or individuals upon whom export controls and/or prohibitions have been applied by the US government.
5. Customer also confirms that the commodities and supporting documentation acquired from UAM will not be used for any purpose connected with chemical, biological, or nuclear weapons, or missiles capable of delivering any weapons, nor will they be resold if it is known or suspected that the commodities or its supporting documentations are intended or likely to be used for such purpose.
6. Customer must also confirm that it and its Customers are not debarred, suspended, prohibited, restricted or otherwise impaired from exporting, re-exporting, receiving, purchasing, procuring, or otherwise obtaining any items, documentation and/or services regulated by any US Government agency

IX. MISCELLANEOUS

1. Unenforceability: If any clause in the contract is ineffective, this shall not affect the validity of the remaining clauses. which are consistent with the economic objectives of the contract.
2. Confidentiality: Information contained in UAM's quotes, estimates, purchase orders, invoices and/or any contract is intended for the exclusive use of the Customer to whom it is addressed. Any distribution, copying, publicizing or other disclosure to third parties without prior written consent of UAM is prohibited.
3. Assignment: Neither Party may assign any of its rights and obligations pursuant to this agreement without the other Party's prior written approval. Notwithstanding the foregoing, UAM may assign its rights and obligations to any UAM group company.
4. Notices: All notices, correspondence and documents to be given shall be in English or a signed English translation. If there is any difference between the English version and any version in any other language, the English version shall prevail.

X. GOVERNING LAW AND JURISDICTION

1. The governing law of the Agreement and/or the contract is the law of Tennessee. All disputes arising out this Agreement and/or the contract shall be brought before the competent courts in the State of Tennessee.

Customer hereby states that Customer has read and understood all the above terms and statements, and will be responsible for full compliance. UAM reserves the right to modify and change any of the terms and conditions set forth above without prior notice to the Customer. Customer is still responsible for compliance and abiding by the latest version of the agreement at all times. By signing this document, the Customer acknowledges that it will be responsible for any violation of the aforementioned. In the event there are additional changes to the information provided above, the Customer will provide the new information to UAM, in writing, immediately.