VORTEX AVIATION STANDARD PURCHASE ORDER TERMS AND CONDITIONS

By agreeing to provide or sell the parts and/or services set forth on this Purchase Order to Vortex Aviation, Seller agrees that such terms and conditions shall apply exclusively to all parts and services sold or supplied to Vortex Aviation and each of its divisions and subsidiaries (collectively, “Vortex Aviation”) and that such terms and conditions shall supersede any terms and conditions on Seller’s forms unless otherwise stated on this Purchase Order or agreed to in writing by Vortex Aviation.

Purchase Order Reference
This Vortex Aviation Purchase Order number must appear on all correspondence, invoices, packages, packing lists and shipping documents. All Seller references including Sales Order number, Invoice number, Packing List Number or any other references included on FAA 8130-3, EASA Form One (or equivalent), must match identically on all the paperwork. No deviation including suffix or prefix causing variation in any references shall be permitted and shall be grounds for part rejection. Only original paperwork will be accepted for factory new parts. Copies of Airworthiness Releases are grounds for rejection.

Pricing
Payment terms are net 30 calendar days from the date of the invoice issued by Seller to Vortex Aviation. Payment for products or services under a purchase order prior to inspection and final acceptance by Vortex Aviation shall not constitute an acceptance thereof.

Shipping and Packing
Parts will be shipped Free Carrier (FCA – Incoterms 2020) Seller’s facility and must be packaged in accordance with ATA Specification 300.

Each Life Limited Part must be in its own crate and not stacked or comingled with any other parts.

Parts that is not in OEM packaging must have the part number (and Serial Number, if applicable) clearly and fully legible on each part by means of a data plate, ink stamping, engraving or other approved method of fireproof identification that is placed on the part on a non-critical surface.

No charges shall be made for insurance, packaging parts or packaging unless specifically stated on this Purchase Order. Seller will coordinate shipping instructions with Vortex Aviation for shipments over 75 lbs.

Hazardous/dangerous goods must be packaged in accordance with IATA/ICAO specifications for air carriage. Parts incorrectly packaged shall be subject to rejection by Vortex Aviation. DECLARATION, DOCUMENTATION AND PLACARDING OF DANGEROUS AND HAZARDOUS GOODS IN ACCORDANCE WITH FEDERAL CODE REGULATIONS TITLE 49, ICAO ANNEX 18 AND IATA DANGEROUS GOODS REGULATIONS IS THE RESPONSIBILITY OF THE SELLER/SHIPPER.

CUSTOMS DOCUMENTATION
For all International shipments to Vortex Aviation, a detailed description, country of manufacture, harmonized tariff code for each part is required on the Seller’s pro-forma or commercial shipping invoice. International shipments will also include a statement of “Civil Aircraft Parts” on the invoice.

Seller is responsible for the accuracy of all customs documentation. Seller warrants to Vortex Aviation that the parts specified in this Purchase Order is being sold at prices equivalent to what Seller would sell to others in the country of origin. Seller will indemnify and hold harmless Vortex Aviation from any duty or charge that may be assessed by the United States Government for violations of the Anti-Dumping Act.

Traceability
All parts must be traceable to the following FAA approved sources: FAR parts 121, 129, 145 or the OEM; EASA part 21 and part 145.

Copies of all traceability documents must be included with all shipments. An 8130-3 with dual release or EASA Form 1 with dual release and a CAAC form, as applicable, must accompany all NEW AND MAINTAINED parts. All maintenance release forms must be the original documents issued by the OEM or an authorized repair facility and must include a workshop report as applicable.

All parts obtained via an aircraft or engine teardown must include a removal tag that identifies the quantity, part number, serial number, engine serial number or aircraft serial and tail number from which the part was removed and the repair station number or mechanic’s license number. The removal tag must have the teardown agency’s name, be signed and dated.

All parts shall have been clearly and continuously identified from the time that it was removed from an engine or aircraft with information that would allow the following information to be tracked: last operator, engine/aircraft of origin, serviceability status, and reason for rejection if applicable.

If a part has been rejected for cause since its last operation, all documents originally received with the part by the supplier, including any documents indicating the item has been rejected for cause; must be maintained and provided to Vortex Aviation. If the part is sent by the supplier for repair evaluation, then such documents must accompany the part if available and the reason for the part being declared rejected must be clearly communicated to the entity repairing the part if the reason is known.

Documents identifying the part and its condition must accompany the part at all times and must not be separated from the part unless removed by an approved Part 145 Repair Station.

The Seller will not perform or have performed any kind of maintenance or alteration on the part including cleaning of any kind, and must leave the part in the condition it was received unless the maintenance or alteration is performed in accordance with approved technical data and in compliance with FAR Part 43. The removal of any markings done by a certified repair station to indicate that the part was rejected is not permitted unless accomplished by a certified repair station.

The maintenance release shall identify all Airworthiness Directives incorporated.

Certifications and Quality Requirements

Q Clause 1: Certificate of Conformance (C of C)/Parts Certification Requirement
All certifications from ALL previous operators must be included and must contain a non-incident release statement and confirm that parts were not obtained from any government or military source and have not been subjected to severe stress or heat (as in a major engine failure, accident, or fire) or submersed in water. A C of C or parts certification and packing slip referencing part number, serial number, condition, description and manufacturer must be included for all trace entities. Each manifest must be on company letterhead, signed and dated. By providing a C of C or parts certification, the seller acknowledges the requirements of Vortex Aviation purchase order have been fully met.

Q Clause 2: Lots Segregation Requirement
The Seller shall not mix different date codes or production lots and shall not combine new surplus parts with factory new parts. Parts may be submitted in one shipment provided the different date codes and lots are identified and segregated.

Q Clause 3: Quality Records Retention Requirement
The seller’s product, process control and quality records shall be retained at the Seller’s location for a minimum of 7 years from the date of shipment unless a different record retention requirement is stipulated on Vortex Aviation purchase order. The Seller shall also provide quality records upon request.

Q Clause 4: Right of Access Requirement
The Seller shall permit Vortex Aviation staff, their customer, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain. This includes for surveillance or investigation in order to verify the quality of work, records and conformance of purchased products to specified requirements.

Q Clause 5: Part Number Change Requirement
Alternate or equivalent part numbers must be approved prior to shipment and acceptance by Vortex Aviation Quality and Purchasing Department.

Q Clause 6: Notification of Nonconforming Product
The Seller shall notify Vortex Aviation of any nonconforming processes, products, or services and obtain approval for their disposition. The Seller shall also ensure the flow down of Vortex Aviation requirements or their customers to sub-tier suppliers as required. All sub-tier suppliers shall have an effective quality management system in place as per acceptable industry standards

Q Clause 7: Shipment of Shelf Life Parts
The Seller may only ship parts that has a minimum of 75% shelf life remaining on age controlled items, and identified with the manufacturer date OR cure date, and expiration date. Vortex Aviation has the right to reject and return any parts received that does not meet this requirement.

Q Clause 8: Product Maintenance Requirement
All work performed must have been performed in accordance with the OEM manual and noted in Block 13 of the maintenance release tags (Block 12 for EASA Form 1 or TCCA Form 1). All inspections and repairs performed must be noted either on the maintenance release forms or the workshop reports.

Q Clause 9: Product Awareness
Ensuring that persons are aware of their contribution to product or service conformity, product safety and the importance of ethical behavior.

Q Clause 10: Competence

Vendor agrees that it will employ qualified personnel where necessary to satisfy the requirements of this order.

Q Clause 11: Quality Management System

Vendor shall maintain a quality management system which is acceptable and appropriate for the items supplied and shall comply with general industry standards. Vendor shall use customer-designated or approved external providers, including process sources. Vortex Aviation is to be notified of changes to processes, products, or services, including changes of their external providers or location of manufacture.

Q Clause 12: Prevent the use of suspected unapproved, unapproved, and counterfeit parts

Vendor shall maintain a quality management system which is acceptable and appropriate for the items supplied and shall comply with general industry standards.

Q Clause 13: External Provider Performance
Vortex Aviation monitors the performance of all external providers. All external providers with rejection rate of 5% or greater will be notified in writing.

All EA, IEN, DER, Departure Records or CDRs must be approved by Vortex Aviation in advance and prior to shipping. Seller may not substitute with PMA parts without prior authorization from Vortex Aviation.

All serviceable parts with current maintenance release will carry a minimum of a six (6) month warranty and overhauled and new condition parts will carry a minimum of a one (1) year warranty from the date of purchase. All other parts is guaranteed repairable and will be returned to Seller if deemed BER.

All Work in Process or items currently at repair must have work scopes approved by Vortex Aviation prior to shipping the parts.

All parts is subject to Vortex Aviation’s final acceptance. This includes parts that have been rejected for physical, document or cosmetic issues.

The seller, where appropriate, shall flow down to the supply chain the applicable requirements or that of their customer where defined.

Indemnification by Seller
Seller hereby agrees to indemnify, release, defend and hold harmless Vortex Aviation and its affiliates and its and their directors, officers, employees, agents, representatives, successors and assigns against any and all suits, actions or proceedings at law or in equity (including, without limitation, the costs, expenses and reasonable attorney’s fees incurred in connection with the defense of any such matter) and from, without limitation, any and all claims demands, losses, deficiencies, damages, settlements, judgments, assessments, fines, penalties, costs, expenses or liabilities, to any person or entity whatsoever (including, without limitation, Seller’s and Vortex Aviation’s employees or any third party), or damage to any property (including Seller’s property) arising out of or in any way connected with the performance of services or the furnishing of parts under these Terms and Conditions or any purchase order, regardless of whether any act, omission, negligence (including any act, omission or negligence relating to the manufacture, design, repair, service or installation of any parts furnished hereunder) of Vortex Aviation or its affiliates or its or their directors, officers, employees, agents, representatives, successors or assigns caused or contributed thereto.

Confidential Information
Seller agrees to hold Vortex Aviation’s Proprietary or Confidential Information in strict confidence. Proprietary or Confidential Information” means any information that Seller receives or otherwise has access to incidental to or in connection with the parts provided or services performed by Seller: (i) whose confidential nature has been made known by the disclosing party, orally or in writing, to the receiving party; or (ii) which a reasonable person under like circumstances would treat as confidential due to its character and nature.

Seller agrees not to make Vortex Aviation’s Proprietary or confidential Information available in any form to any third party or to use such Proprietary or confidential Information for any purpose other than as specified in this Agreement. Vortex Aviation’s Proprietary or confidential Information shall remain the exclusive property of that party.

Notwithstanding termination or expiration of this Agreement, the parties agree that the obligations of confidentiality with respect to Proprietary or confidential Information shall continue in effect for a period of two (2) years from the date of termination.

Assignment
No rights and/or obligations arising under these Terms and Conditions may be assigned or delegated by Seller unless expressly agreed to in writing by Vortex Aviation. Vortex Aviation may assign and/or delegate all or any part of its rights and/or obligations hereunder.

Cancellation
Vortex Aviation reserves the right to terminate this Purchase Order or any part hereof by written notice and to refuse to accept delivery or, at Sellers cost, to return goods already delivered: (a) at any time prior to acceptance by Vortex Aviation, (b) if shipment is made later than the date specified or not within a reasonable time if no time is otherwise specified, (c) if Seller breaches or anticipatorily breaches any of the terms of the Purchase Order (including any express or implied warranties of Seller), (d) if Seller makes an assignment of creditors, or bankruptcy proceedings are instituted by or against Seller or a receiver or trustee is appointed for Seller’s assets, or (e) if Seller or any shipments are not in accordance with Vortex Aviation’s shipping instructions.