WORK ORDER TERMS & CONDITIONS

  1. TERMS AND CONDITIONS; ACCEPTANCE. Either Supplier’s written acceptance of, or its full or partial performance under, any work order which incorporates these standard terms and conditions (a “WO”) will constitute acceptance of all of the terms and conditions contained herein, unless other terms and conditions which conflict with these standard terms and conditions are expressly agreed upon in writing between Supplier and AerCap Material Services. Any proposal for additional or different terms by Supplier or any attempt by Supplier to vary in any degree any of these standard terms and conditions, unless expressly agreed upon in writing by AerCap Material Services, is hereby objected to and rejected. Notwithstanding the foregoing, no proposal by Supplier for additional or different terms will operate as a rejection of a WO by Supplier unless such variances affect the description, quantity, price or delivery schedule of the Services (as defined below). Rather, the WO will be deemed to have been accepted by Supplier without any additional or different terms. The WO will include, at a minimum, a description of the Services to be provided (the “Workscope”), the required completion date, and the related contract code(s), as required. Any WO accepted by Supplier will constitute the entire agreement of the parties and will supersede any previous terms and conditions contained in any quotation or acknowledgement.
  2. SERVICES. Subject to these standard terms and conditions and such additional terms and conditions as may be set forth on the face of any WO accepted by it, Supplier will perform the Services (as defined below) in accordance with the standards set forth in this section 2 and in an ethical manner in compliance with laws and regulations relevant to both parties. The “Services” means the overhaul or servicing of aircraft engine and airframe components, including avionics and accessories, all as described on the face of a WO, including all labor and materials used by Supplier in the performance thereof. Supplier will perform all repairs in accordance with the original equipment manufacturer’s (“OEM”) repair or overhaul manual, specifications and procedures, even though alternative methods may have been approved by a Designated Engineering Representative and documented on FAA Form 8110, unless an alternative method has been expressly authorized by AerCap Material Services in a memorandum of understanding or other written agreement (“MOU”). In the event of any conflict in terms between any MOU and a WO associated with the particular Services, the terms and conditions of the WO will prevail. Supplier may not utilize subcontractors in its performance of the Services without the prior written consent of AerCap Material Services.
  3. SECURITY. If, for any reason, Supplier is required under the terms of a WO to enter AerCap Material Services’ facilities, Supplier will cause its employees to comply with AerCap Material Services’ generally applicable security procedures.
  4. WORKSCOPE DIRECTIVES.  The Workscope will describe in detail the Services to be performed and what specific processes are to be followed.  The WO will include the part and serial numbers of equipment being furnished by AerCap Material Services for Services.   Supplier will perform no Services if beyond the Workscope, unless authorized in writing by AerCap Material Services.  AerCap Material Services may rely upon any Return to Service Certificates (e.g. 8130/EASA/CAAC) signed by Supplier’s quality control representative as conclusive regarding inspections and tests.
  5. TURN AROUND TIME.  The agreed turn around time (the “TAT”) will be set forth on each WO or in a MOU between the parties and calculated from the date of delivery of the equipment to Supplier until the date of redelivery (including related paperwork) to AerCap Material Services.  Evidence of delivery and redelivery will be confirmed by the common carrier.  Agreed TAT will be a material element of Supplier’s performance.
  6. NON-DISCRIMINATION IN EMPLOYMENT.  Supplier will not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, physical handicap or national origin.
  7. QUALITY. Supplier acknowledges that it plays a critical role in product and aviation safety and that it will comply with its approved quality system that addresses the requirements of all applicable elements of ISO 9001 or other quality system as approved by AerCap Material Services. Supplier will meet the requirements for: (i) limit no build (life limits), (ii) tolerance, dimension and functionality, and (iii) configuration (form fit, material and part number) contained in the Workscope. Supplier will request approval from AerCap Material Services for any waivers or deviations from limit and configuration requirements. Supplier shall ensure that all parts and components used in rendering the Services are sourced from original equipment manufacturers (OEM), authorized distributors, or other approved sources that can provide traceability of parts and components to their original manufacturers. Supplier shall also implement verification and test methods to detect counterfeit product at the source and at receiving to prevent the use of unapproved, suspected unapproved, and counterfeit parts.
  8. DOCUMENTATION.  The packing slip, Teardown Report, Certificate of Airworthiness (8130, EASA, CAAC), and any other documentation as specified on the WO 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.”
  9. INSPECTION.  Upon delivery of equipment at Supplier’s facility, Supplier will complete an incoming inspection. Supplier will notify AerCap Material Services of any discrepancies found in equipment and/or documentation within 3 days of delivery.  Upon receipt of the equipment at AerCap Material Services’ designated facility following redelivery by Supplier, AerCap Material Services or its designee will complete an incoming inspection of the equipment and the accompanying  documentation to ensure that such equipment is returned in acceptable condition.  Without prejudice to Article 10, AerCap Material Services will notify Supplier of any discrepancies pertaining to the equipment and/or documentation within five (5) days of receipt.  Upon notification by AerCap Material Services, Supplier will have five (5) days to correct any such discrepancies which can be corrected without return of the equipment to Supplier.
  10. WARRANTY. Supplier warrants to AerCap Material Services that the Services provided under any WO will be free from defects in workmanship for a period of eighteen (18) months from the time of redelivery for overhaul Services and twelve (12) months from the time of redelivery for repair Services. Supplier will promptly correct any defects during the applicable warranty period by, at the option of AerCap Material Services, either (i) repairing the defective work, or (ii) making available at a AerCap Material Services designated facility a replacement item of equipment.  AerCap Material Services will submit any warranty claim to Supplier within the applicable warranty period.  The transportation costs for any warranty claims to and from Supplier’s facility for equipment determined to be defective will be borne by Supplier.  The liability of Supplier connected with, resulting from or arising under any warranty claim will not exceed the cost of correcting defects in workmanship, up to and including replacement of the equipment, and related transportation costs.
  11. COMMUNICATION.  Supplier agrees to take reasonable action to establish an electronic communication network with AerCap Material Services.  Supplier will periodically advise and update AerCap Material Services in writing with respect to the status of each WO, including but not limited to, details of shipping and all issues which may impact the delivery or redelivery of the equipment and/or price of the Services.
  12. VISITATION. AerCap Material Services or its agents or representatives will have the right to audit all pertinent books and records of Supplier, and to make reasonable inspections of Supplier’s facilities to verify compliance with FAA requirements, as well as Supplier’s compliance with its representations, warranties, certifications and covenants hereunder.
  13. DELIVERY.  AerCap Material Services or its customer will ship and be responsible for all transportation costs associated with shipping equipment to Supplier’s facility.  Supplier will arrange for the redelivery of equipment to AerCap Material Services at Supplier’s facility, unless otherwise provided in the WO and, upon request, for shipment to AerCap Material Services or its customer.  AerCap Material Services or its customer will be responsible for all transportation costs associated with transporting equipment from Supplier’s facility to AerCap Material Services’ designated facility.  All Services performed by Supplier under any WO will be performed in the United States of America, unless otherwise approved in writing by AerCap Material Services.
  14. EXPORT REGULATIONS.    If Supplier wishes to conduct work for AerCap Material Services outside of the U.S., including but not limited to the use of Supplier’s own facility outside of the U.S. or the use of a foreign affiliate or unrelated subcontractor, Supplier will provide advance written notification to and receive written approval from AerCap Material Services.  Supplier will comply with all applicable United States export control laws and regulations, including but not limited to the Department of Commerce Bureau of Industry and Security Export Administration Regulations, rules of the Department of Treasury Office of Foreign Asset Control, and the International Traffic-in-Arms Regulations, and will obtain all export control licenses and approvals required by law or requested by AerCap Material Services.  Supplier will comply with import and export laws and regulations in all foreign jurisdictions and will maintain records certifying the proper import and export of goods.
  15. RISK OF LOSS.  AerCap Material Services will bear the risk of loss of, damage to, or loss of use of the equipment prior to delivery to Supplier’s facility and following redelivery from Supplier at Supplier’s facility.  Supplier will bear risk of loss following delivery to Supplier’s facility and prior to redelivery at Supplier’s facility, and in connection with any warranty return unless the warranty claim is rejected on grounds of no fault found.  Notwithstanding the foregoing, Supplier will be responsible for any losses caused by improper packaging by Supplier or its subcontractor.
  16. PACKAGING AND SHIPPING INSTRUCTIONS.  Equipment redelivered following Services will be packaged to 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 on the face of a WO.  Unless otherwise directed by AerCap Material Services, all surface shipments will be declared at the lowest release valuation allowed by their carrier.  Packing slips must be issued to cover the WO and enclosed with the shipment. All equipment redelivered to AerCap Material Services hereunder is subject to being shipped internationally subsequent to redelivery; therefore, all Equipment must be packaged in compliance with IATA (International Air Transport Association) and ICAO (International Civil Aviation Organization) specifications. Packaging specifications will depend on the particular type of equipment being shipped.  Supplier will contact AerCap Material Services if questions arise pertaining to adherence to the above requirements. Equipment that contains hazardous materials, as defined under applicable law, including but not limited to the US Hazardous Material Transportation law and regulations (49 USC 5101 et seq. and 49 CFR 171-180), will be redelivered in compliance with all applicable laws governing the documentation, packaging, labeling, and transport of such materials.  The packaging must provide full protection of equipment redelivered until arrival at its ultimate destination and must conform to governing classifications. The use of expanded polystyrene (foam peanuts) is prohibited.  Any equipment redelivered in separate parts must have parts packaged separately and identified on separate packing lists.  It is a AerCap Material Services safety requirement that no employee lift over fifty (50) pounds. Therefore, single containers weighing over fifty (50) pounds must be palletized. Multiple container shipments containing the same part number, WO Number, or WO Item number should be strapped/banded or shrink-wrapped together on one skid or pallet.  Each WO item number must be packed separately.  The bill of lading should be annotated “Separation of banded or wrapped skids during transit is not allowed”.  The outside of the container/shipment should be marked in bold letters “Do not separate this shipment”.  Corrugated fiberboard containers 12”X12”X12” or smaller cannot weigh more than twenty-five (25) pounds. Suppliers will use pallets or containers constructed of non-coniferous products or have appropriate certification proving compliance with ISPM 15 of the International Standards for Phytosanitary Measures Guidelines regulating wood packaging material in international trade.  The pallet or container should be stenciled with NC-US (Meaning Non Coniferous – United States) or other appropriate marking defined per the United States Department of Agriculture Animal Plant Health Inspection Services (Refer to the USDA website at www.usda.gov).  All stenciling must be in characters at least one inch high.  Consignment address as identified on the corresponding WO is to be placed on the top or side of all containers.  The markings should be arranged in a manner that ensures that opening and closing the container would not cause loss or damage to the identification.  The following information is required on the packing list for each WO item container:  WO Number, AerCap Material Services customer Purchase Order, Item Number, Part Number, Quantity in Container, Total Quantity of Shipment (on first container only); Container # _ of _ , Packing List Number, Name of Manufacturer, Made in “X” (Country of Manufacture), Date of Manufacture (if date sensitive material), release authorization and weight of container.   All returnable containers must be identified as “Returnable”.  In the case of “kits” where individual kit components were made in different countries, the country of manufacture must be shown for each separate part number.  The original packing list should be placed in a waterproof envelope and secured to the marked end of the containers and a copy of the packing list is required on each container if multiple containers.  A copy of the packing list should be placed on top of the inside of the container or in container one (1) if there are multiple containers. When the container is banded/strapped or shrink-wrapped the packing list must be accessible without having to break the bands or removing the shrink wrap.
  17. ENVIRONMENTAL MATTERS. Supplier warrants that except as specified on the face of the WO, none of the chemical substances constituting, contained or incorporated in any equipment under this WO are “Hazardous Substances” as defined in the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), and Supplier agrees to supply AerCap Material Services with any and all required material safety data sheets (“MSDS”) for any materials or products contained or incorporated into the equipment.  Supplier agrees to provide products which are free of asbestos.  The use of cadmium plating or nickel cadmium plating is strictly prohibited in the repair of the equipment.  Supplier agrees to comply with the United States Clean Air Act Amendments of 1990 regarding warning statements on products manufactured with ozone depleting substances (“ODS”), products containing ODS’s and containers containing ODS’s.  Supplier represents and warrants that it possesses the facilities, skills, knowledge and expertise to handle the equipment and provide the Services specified herein in a safe and responsible manner, and that all persons, including any subcontractors, involved in handling any materials processed or provided for under this WO will be shown any MSDS and OEM technical manuals and warnings associated with such materials and be advised of its safe and proper use and handling. Supplier represents and warrants that it will perform all activities related to its service or manufacturing processes in compliance with all applicable federal, state and local environmental, health and safety laws and regulations. Supplier represents and warrants that it will use best efforts to prevent and minimize accidental releases of hazardous substances or constituents to the environment, as well as prevent and minimize risk of endangerment to human health or the environment from all Services performed. Supplier represents and warrants that in the event of a release or spill, it will use best efforts to mitigate actual or potential impacts to the environment or human health.  Supplier agrees to indemnify, release, defend and hold harmless AerCap Material Services, its affiliates, and their respective directors, officers, employees, agents, representatives, parent, successors and assigns, whether acting in the course of their employment or otherwise, against any and all suits, actions, or proceedings, at law or in equity, and from any and all claims, demands, losses, judgments, damages, costs, expenses, or liabilities resulting from:  (1) death or injury to any person, including (but not limited to) officers and employees of Supplier and those of AerCap Material Services, arising out of or in any way connected with Supplier’s failure to comply with this Article 17, (2) damage to any property, real or personal, including property of Supplier and that of AerCap Material Services, arising out of or in any way connected with Supplier’s failure to comply with this Article 17, (3) any and all pre-existing conditions of real or personal property of Supplier, or (4) any failure to comply with any federal, state or local environmental, health, or safety requirements. If subcontracting is approved in writing by AerCap Material Services then Supplier agrees to include this clause in any subcontracts issued hereunder.
  18. NOTIFICATION OF SIGNIFICANT EVENTS.  Supplier agrees to notify AerCap Material Services in writing within one (1) day after learning of any significant event involving any of its repair processes that may affect Supplier’s ability to comply with its obligations under a WO, including but not limited to, any spill, leak or release to the environment of any raw material or associated waste, which also requires notification to a state or federal agency, including, but not limited to:  (a) the date of release; (b) the quantity and type of material released; (c) efforts to clean up the material released; and (d) efforts to mitigate impacts from the release.  Notices will be provided to AerCap Material Services at the address specified in the WO.
  19. PRICING AND INVOICING.  All pricing will be stated in US Dollars.  Subsequent to completion of Services under any WO, Supplier will issue to AerCap Material Services an invoice for such Services at the pricing stated on the face of the WO.  Any changes in pricing must be approved by AerCap Material Services in a written acknowledgement executed by both parties.  If based in the United States, Supplier will provide banking information as necessary to establish electronic funds transfers, and if not based in the United States, will provided banking information as necessary for wire transfers.  Supplier agrees to accept the invoice amount discounted by two percent (2%), in exchange for AerCap Material Services’ initiation of payment by the 10th day following the invoice date (“net 10 less 2%”).   AerCap Material Services reserves the right to set off against payments owing to Supplier under any WO any amounts Supplier or any affiliate of Supplier currently owes AerCap Material Services or any of its affiliates.  Invoices for services must be dated no earlier than the last day of the period of time during which Services that are the subject of the invoice were provided.
  20. TAXES.  AerCap Material Services will be required to pay, and Supplier will be required to collect, sales taxes levied or imposed as a result of the performance of the Services under any WO.  Supplier will be responsible to give AerCap Material Services notice of any taxes which will be due at the time of acceptance of any WO.  If AerCap Material Services objects to the amount of such taxes, AerCap Material Services will have the right to withdraw the WO.  If Supplier fails to give AerCap Material Services notice as set forth herein, Supplier will 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 in connection with any WO.  Except for sales taxes, each party will be responsible for its own taxes levied or imposed in connection with any WO, but the parties will cooperate to minimize such taxes.
  21. TITLE.  Title to any equipment delivered to Supplier for Services will remain vested in AerCap Material Services or its designated customer at all times, and Supplier’s interest in such equipment will be limited to that of a bailee.  AerCap Material Services may file a UCC-1 financing statement, or similar filings in non-U.S. jurisdictions, if applicable, as evidence of the bailment of any equipment delivered to Supplier under any WO.  Supplier will not permit any such equipment to become the subject of any attachment sale or seizure in settlement of debts of Supplier or any other claim brought against Supplier.  Supplier will not permit any lien, security interest or encumbrance of any kind whatsoever to be imposed upon any such equipment.  Supplier will take all reasonable measures required by AerCap Material Services to preserve and protect the title of AerCap Material Services or its designated customer in any such equipment.
  22. LANGUAGE.  The parties have agreed that any WO and all documents relating to or issued pursuant to any WO will be in the English language.
  23. NON-PERFORMANCE.  Time is deemed to be of the essence and AerCap Material Services reserves the right to cancel all or any part of a WO, without recourse and without prejudice to any other rights it may have, in the event of failure by Supplier to perform at such time or times as are specified in the WO.  AerCap Material Services may, however, waive the time requirement provided that such waiver is in writing and, thereafter, upon notice by AerCap Material Services, time may again be deemed to be of the essence.
  24. INSURANCE.  Supplier will have the sole responsibility to insure all equipment delivered to it for Services for its full replacement value against property damage or other loss.  In addition, Supplier will maintain policies of general liability insurance, including products liability insurance and premises liability insurance, with limits satisfactory to AerCap Material Services.  Required coverages will be maintained at all times during the provision of the Services and while any equipment delivered to Supplier for Services remains at Supplier’s Facility, and in the case of products liability insurance, for a period of two years thereafter.  All such insurance will be with responsible insurance companies reasonably satisfactory to AerCap Material Services, will provide that 30 days’ prior written notice must be given to AerCap Material Services before such policy is altered or cancelled, and will contain such additional terms and endorsements, including but not limited to a severability of insurance/cross liability endorsement, as may be reasonably requested by AerCap Material Services.  Supplier will cause AerCap Material Services, AerCap Holdings N.V., NAS Aviation Services LLC, Celestial Aviation Services Limited, and their respective affiliates, directors, officers, employees, agents and representatives (the “AerCap Affiliates”) to be included as additional insured parties under the insurance policies, and in the case of property and casualty insurance, will cause AerCap Material Services to be named as sole loss payee.  It will be a condition of the obligations of AerCap Material Services under any WO hereunder that Supplier has provided an effective certificate of insurance evidencing compliance with this section, including maintenance of coverage limits for general liability satisfactory to AerCap Material Services. Supplier will maintain statutorily required workers’ compensation insurance for its employees and will ensure that subcontractors engaged by Supplier in the provision of the Services are also compliant with all workers’ compensation requirements.
  25. INDEMNIFICATION.  Supplier will indemnify, save and hold harmless the AerCap Affiliates from and against any and all liabilities, claims, costs, damages, suits and demands of any nature arising out of the performance by Supplier of its obligations hereunder, including claims made or damages sustained in respect of any equipment delivered to Supplier for Services, other property of AerCap Material Services, any property which belongs to third parties, and bodily injury (including death), except to the extent that such injury or damage is attributable to the gross negligence or willful misconduct of AerCap Material Services, its agents or employees.  Supplier must furnish upon request evidence that insurance required by Section 24 covers the above indemnification requirements.  If the such insurance is unsatisfactory to AerCap Material Services in its sole discretion, then AerCap Material Services may cancel any outstanding  WO’s.
  26. BROKER/FINDERS FEES.  Each party hereto indemnifies 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.
  27. APPLICABLE LAW; JURISDICTION.  The definitions of terms used, interpretation of these standard terms and conditions and each WO, and rights and liabilities of the parties under each WO, will be construed under and governed by the laws of the State of Tennessee, U.S.A., and the parties consent to the nonexclusive jurisdiction of the state and federal courts located therein.  The United Nations Convention on Contracts for the International Sale of Goods, 1980, any amendment or successor thereof is expressly excluded from any WO. Supplier hereby waives a) the right to a jury trial in any and all proceedings, b) any and all objections to venue and inconvenient forum in the state and federal courts referred to in this section, c) any requirement for the posting of security in connection with the exercise of remedies, and d) any and all objections to service of process by certified mail, return receipt requested.  If so indicated in any WO, Supplier will appoint an agent for service of process in Tennessee.
  28. SEVERABILITY.  Any provision of a WO that is prohibited or unenforceable in any jurisdiction, will, 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 law which renders any provision hereof prohibited or unenforceable in any respect.
  29. INSOLVENCY.    AerCap Material Services may terminate any WO immediately if Supplier becomes insolvent or performs or permits any act of bankruptcy, liquidation, reorganization or if a receiver, trustee, or custodian is appointed for Supplier or a substantial part of Supplier’s property.
  30. WAIVER.  Failure by AerCap Material Services to assert all or any rights upon breach of the terms of a WO will not be deemed a waiver of such rights either with respect to such breach or any subsequent breach, nor will any waiver be implied from AerCap Material Services’ payment.  No written waiver of any specific right will extend to or affect any other right AerCap Material Services may possess, nor will such written waiver extend to any subsequent, similar or dissimilar breach.
  31. SUPPLIER’S REPRESENTATIONS AND INDEMNIFICATION
  32. Supplier represents, warrants, certifies and covenants that it will perform all activities required under any WO in compliance with all applicable international, national, state and local laws, including, but not limited to environmental, health and safety laws and regulations. Supplier represents, warrants, certifies and covenants that no Services supplied under any WO have been or will be produced using forced, indentured or convict labor, or the labor of persons in violation of any applicable minimum working age laws or in violation of applicable minimum wage, hour of service or overtime laws.
  33. If AerCap Material Services determines any of Supplier’s representations, warranties, certifications or covenants hereunder to be untrue or otherwise breached, AerCap Material Services will have the right to terminate any WO without recourse and without prejudice to any other rights it may have. Without limiting any other provision of these standard terms and conditions, Supplier will defend, indemnify and hold harmless the AerCap Affiliates from and against all claims, losses, loss of use, damages, attorney’s fees, actions, liability, demands, judgments, costs and expenses arising out of or resulting from Supplier’s untrue or breached representations, warranties, certifications and covenants, and from Supplier’s (and its subcontractor’s) negligent acts or omissions, and Supplier’s (and its subcontractor’s) failure otherwise to comply with the terms of this WO.
  34. From time to time, at AerCap Material Services’  request, Supplier will provide certificates to AerCap Material Services in form and substance acceptable to AerCap Material Services relating to the requirements of this Section 31.
  1. CITIZENSHIP STATUS.
  1. Only U.S. Citizens, permanent resident aliens or those aliens authorized to be employed in the U.S. will be permitted to work on AerCap Material Services’ WO’s. Supplier must notify AerCap Material Services and receive approval by AerCap Material Services prior to disclosure by Supplier of AerCap Material Services technical data to non-U.S. persons, or the assignment by Supplier of non-U.S. persons to the involved work to enable AerCap Material Services to review the technical scope and assure any necessary export authorizations are in place.
  2. Supplier certifies to AerCap Material Services that it has (i) confirmed the identity of each individual assigned to work on AerCap Material Services’ WO’s; (ii) verified that such individuals are legally entitled to work in the U.S. and are employees of Supplier; and (iii) preserved such records as required by the Department of Homeland Security. There may be jobs which require U.S. citizenship because of national security or exposure to classified information. In such cases, each such job will be separately identified by AerCap Material Services as requiring U.S. citizenship.
  3. 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 any WO.  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/.
  4. AMENDMENT, VARIATION and ASSIGNMENT.  No variation, modification, change or amendment of this WO, and no wavier of any term or provision hereof will be deemed valid or binding on AerCap Material Services unless reduced to writing and signed by the parties hereto.   Supplier will promptly notify AerCap Material Services of any significant change in ownership or control of Supplier, and AerCap Material Services will have the right to terminate any WO without charge if any such change is unacceptable to AerCap Material Services in its sole discretion.  Any assignment by Supplier of any WO without AerCap Material Services’ prior written consent will be void.
  5.  ENTIRE AGREEMENT.  These Standard Terms and Conditions of Purchase of Component Repair Services by AerCap Material Services and any related WO’s constitute the entire agreement between AerCap Material Services and Supplier.  Notwithstanding any different, conflicting, or additional terms or conditions which appear on any sales order, invoice or other business form submitted by Supplier, such different, conflicting or additional terms will not become a part of the contract of purchase of the Services contemplated herein.  Any different, conflicting or additional terms or conditions, which appear on the face of the WO, will supersede the terms and conditions established herein.
  6. SURVIVAL OF INDEMNITIES.  The indemnities contained in these standard terms and conditions, including but not limited to sections 17, 25, and 31(b) hereof, will survive the completion or termination of any WO.  Any AerCap Affiliate will have the right to participate in the selection of counsel, and Supplier will not enter into any settlement agreement that contains any admission of liability on the part of any AerCap Affiliate.
  7. NOTICES.  Every notice, request, demand or other communication under this Agreement will be in writing delivered personally, by an established U.S.-based or international courier service, by first class prepaid mail (airmail if available), or by facsimile or scanned electronic mail transmission, and will be effective (in the case of personal delivery, courier delivery or prepaid mail) only upon actual receipt thereof by the recipient, and in the case of facsimile or scanned email, once sent provided that an answer back or other electronic confirmation of transmission is received by the sender, and be sent to the address for each of the parties contained in the WO.
  8. FURTHER ASSURANCES.  Each party shall from time to time do and perform such other and further acts, and execute and deliver any and all such further instruments as may be required by law or reasonably requested in writing by the other to establish, maintain and protect the rights and remedies of the other and to carry out and effect the intent and purposes of each WO and these standard terms and conditions.  The requesting party shall reimburse the requested party for any actual out-of-pocket expenses incurred by the requested party directly resulting from taking such requested actions.