AerCap MATERIALS GENERAL TERMS AND CONDITIONS OF PURCHASE

  1. ACCEPTANCE. Acceptance of this purchase order will be according to the terms and conditions shown on the face hereof, unless other conditions are agreed upon in writing between the “Seller” (as designated in the Purchase From Box on the purchase order) and [AerCap Material Services, Inc] (the “Purchaser”). This purchase order supersedes any previous terms and conditions contained in any quotation or acknowledgement. In the event of any conflict in terms between this purchase order and any specific contract for the goods, materials or components referred to herein the terms and conditions of such specific contract shall prevail.
  2. INSPECTION. Acceptance of each component covered by this purchase order shall be subject to inspection and acceptance by the Purchaser. The Purchaser may, in its sole discretion, reject any component if not satisfied. The Purchaser, at Seller’s risk, will hold components so rejected. Any and all expenses incurred by the Purchaser, including transportation charges, in respect of rejected material will be paid by the Seller. Payment for any component shall not be deemed acceptance thereof by Purchaser or a wavier by Purchaser of any right to test or inspect such component.
  3. TAXES. Purchaser shall be required to pay, and Seller shall be required to collect, sales taxes levied or imposed as a result of the delivery of any component under this purchase order to Purchaser’s facility in Tennessee.   If delivery of any component is made elsewhere, Seller shall be responsible to give Purchaser notice of any taxes, which will be due at the time of acceptance of this purchase order.  If Purchaser objects to the amount of such taxes, Purchaser shall have the right to withdraw this purchase order.  If Seller fails to give Purchaser notice as set forth herein, Seller shall be responsible for such taxes.  The parties agree to fully cooperate in providing one another with any and all documents that may be used to obtain an exemption on taxes and duties levied on the purchase of any component herein.
  4. APPLICABLE LAW. If the total payment due for components sold pursuant to this purchase order is less than $250,000, the definitions of terms used, interpretation of this purchase order, and rights and liabilities of parties hereto shall be construed under and governed by the laws of the State of Tennessee USA.  If the total payment due for components sold pursuant to this purchase order is equal to or exceeds $250,000, the definitions of terms used, interpretation of this purchase order, and rights and liabilities of parties hereto shall be construed under and governed by the laws of the State of New York USA.  Seller agrees to pay all cost and expenses, including reasonable attorney’s fees, incurred by Purchaser in any action to enforce its rights hereunder.
  5. SEVERABILITY. Any provision of this purchase order, which is prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such provision in any other jurisdiction. To the extent permitted by applicable law, each party hereby waives any provision of the law, which renders any provision hereof prohibited or unenforceable in any respect.
  6. NON-PERFORMANCE. Time is deemed to be of the essence and the Purchaser reserves the right to cancel all or any part of this purchase order without prejudice to any other rights it may have, in the event of failure by the Seller to deliver and/or perform at such time or times as are specified herein. The Purchaser may, however, waive the time requirement provided that such waiver is in writing and, thereafter, upon notice by the Purchaser, time may again be deemed to be of the essence. The Seller agrees that in the event of failure to deliver as specified herein, the Purchaser may return part or all of any shipment and any and all cost and expenses incurred by the Purchaser shall be paid by the Seller. If any component is not delivered within the time specified herein, Purchaser may cause Seller to ship the goods by the most expeditious means of transportation, with any additional transportation charges to be paid by the Seller.
  7. PAYMENT. All payments shall be made in the currency of the United States. Payments for any component acquired hereunder, shall be agreed to in writing between Seller and Purchaser provided however that the Purchaser’s quality, quantity and price requirements are met. Said written agreement as to payment is deemed to form an integral part hereof. Failure to comply with any of the general terms and conditions of purchase and/or governing conditions and any special conditions of the purchase specified herein shall result in delay of payment of invoice by the Purchaser.  Purchaser reserves the right to set-off any amounts Seller currently owes Purchaser or any of its affiliates.
  8. PRICES. Prices must conform to those agreed to in this purchase order and no charges will be accepted unless the Purchaser has given its prior written consent.
  9. LANGUAGE. The parties have agreed that this purchase order and all documents relating to this purchase order be in the English language.
  10. TERMINATION. Purchaser may terminate the purchase order at any time by written notice to Seller with or without cause,  Purchaser may terminate the purchase order immediately if the Seller becomes insolvent or performs or permits any act of bankruptcy, liquidation, reorganization or if a receiver, trustee, or custodian is appointed for Seller or a substantial part of Seller’s property.
  11. FORCE MAJEURE. Should either the Purchaser or the Seller be delayed in performing its obligations hereunder by reason of force majeure, floods, strikes, lock outs, or any other causes beyond its control, then such party shall be entitled to an extension of time equivalent to the delay for the performance of its obligations, provided that prompt notice in writing of the occurrence causing or likely to cause such delay is given to the other party and provided that such delay does not cause undue hardship to the other party in which case the other party may cancel this purchase order without recourse.
  12. WARRANTY. Seller covenants and agrees that at the time of delivery of the components sold hereunder:   a) Seller shall have good and sufficient legal title to the components, b) Seller shall have full power and lawful authority to transfer title to Purchaser, and c) the components shall be subject to no mortgage, pledge, lien, charge or other encumbrance.
  13. INDEMNIFICATION. The Seller shall indemnify and save and hold harmless the Purchaser from and against any and all cost, damages, suits, and demands of any nature arising out of the performance by the Seller of its obligations hereunder and including claims made, property damages sustained and personal injury (including death) caused by the components sold pursuant to this purchase order, except to the extent that such injury or damage is attributable to the gross negligence and willful misconduct of the Purchaser, its agents or employees.  Such indemnity shall specifically include all claims asserted against Purchaser for any personal or property damage caused by any components which are explosive, inflammable, toxic or otherwise hazardous, or by the transportation thereof before unloading at Purchaser’s designated facility.  The Seller must furnish evidence of insurance covering the above indemnification requirements. If such insurance is unsatisfactory to the Purchaser in its sole discretion, the Purchaser may cancel this purchase order. Further, the Seller agrees to indemnify and save and hold harmless the Purchaser from and against any and all claims for infringement and any patent, trademark, copyright, industrial design or other interests or charges in any articles purchased hereunder.
  14. PROHIBITED GOODS AND SERVICES. The United States of America prohibits the importation of goods or the purchase of services from the following countries: Burma, Cuba, Iran, Iraq, Liberia, Libya, North Korea, and Sudan.  No goods or services from the aforementioned prohibited countries may be used directly or indirectly in providing any of the items (whether goods, services, or otherwise) covered by this purchase order.  Such list can change from time to time and it is Supplier’s responsibility to ensure compliance with such list at all times.  Current information can be obtained by accessing the Internet at URL http://www.treas.gov/ofac/.  Supplier agrees to comply with all import regulations pursuant to 19 U.S.C. 1484
  15. BROKER/FINDERS FEES. Seller and Purchaser each indemnify the other party from liability for fees, commissions or other claims made upon the other by third party brokers or finders when the indemnifying party caused such claims.
  16. PACKAGING AND SHIPPING INSTRUCTIONS. All components shall be packaged in the highest commercial standard and properly marked (including notice of hazardous substances or dangerous goods) or otherwise prepared for shipment so as to secure the lowest transportation rates and to meet carrier’s requirements. No charge will be allowed for packing, crating or carriage unless stated herein. Unless otherwise directed by Purchaser, all surface shipments shall be declared at the lowest release valuation allowed by their carrier. Packing Slips must be issued to cover this purchase order and enclosed with this shipment.
  17. RISK OF LOSS. Risk of loss of any component purchased hereunder shall be borne by Seller until the goods are delivered to Purchaser.
  18. ASSIGNMENT. Seller may not assign, in whole or part, this purchase order without prior written consent of Purchaser.
  19. WAIVER. Failure by Purchaser to assert all or any rights upon breach of this purchase order shall not be deemed a waiver of such rights either with respect to such breach or any subsequent breach, nor shall any waiver be implied from Purchaser’s payment. No written waiver of any right shall extend to or affect any other right Purchaser may possess, nor shall such written waiver extend to any subsequent similar or dissimilar breach.
  20. AMENDMENT, VARIATION AND ASSIGMENT. No variation, modification change or amendment of this purchase order, and no waiver of any term or provision hereof shall be deemed valid or binding on the Purchaser unless reduced to writing and signed by the parties hereto.
  21. VISITATIONPurchaser maintains the right of access by Purchaser, Purchaser’s customers and regulatory authorities to all of Seller’s facilities involved in this purchase order and all applicable quality records as they relate to this purchase order.
  22. ENTIRE AGREEMENT. These General Terms and Conditions of Purchase, together with any additional terms or conditions which may separately be made applicable by Purchaser to particular components, govern the purchase of components by Purchaser, notwithstanding any different, conflicting, or additional terms or conditions which appear on any sales order or other business form submitted by Seller.  Any such different, conflicting or additional terms submitted by Seller will not become a part of the contract or purchase order between Seller and Buyer.

DOCUMENTATION. The packing slip, Teardown Report, Certificate of Airworthiness (8130, EASA, CAAC), and any other documentation as specified on the PO will be forwarded to AerCap Material Services. “Any documents or records (i) pertaining to the purchase of a component or (ii) generated in the course of making a component serviceable as a result of a repair made by either an international or domestic repair station, shall be retained for a minimum of 2 years from the date the component was approved for return to service or the date when the purchase order for such component was provided, whichever is later.