General terms and conditions

of E.I.S.-Aircraft GmbH, Kolumbusstraße 31, 53881 Euskirchen, Germany, and all other locations - hereinafter referred to as EIS - for the performance of work on aircraft and the supply and sale of spare parts.

1. General Conditions

1.1 The following terms and conditions shall apply exclusively to orders placed with EIS for the performance of work on aircraft (e.g. disassembly or assembly, maintenance service, overhaul, including replacement of components, installation of accessories, maintenance and other work) as well as the sale of replacement or spare parts.

1.2 Agreements between the client/buyer and EIS shall only be binding for the parties involved if they are confirmed in writing or by telex. The receipt or forwarding of orders by telephone or telegraph shall be at the risk and for the account of the client/buyer.

1.3 The work order includes the authorization to carry out test flights, test runs or other work necessary to check the subject of the order without special permission from the customer. The Client/Buyer agrees that additional work and overtime services that prove necessary during the repair may be charged separately without special authorization, unless a binding cost estimate has been provided in accordance with Section II.

1.4 EIS shall be entitled to have work commissioned by it carried out by another company deemed suitable, either within or outside the Federal Republic of Germany, as a vicarious agent.

1.5 Replacement and exchange parts shall only be sold to end users. The purchaser expressly acknowledges this. Any resale shall require the consent of EIS.

2. Quotations and cost estimates

All offers are subject to change. Cost estimates shall only be binding if they are submitted in writing or expressly designated as binding in the written text. Services and supplies of a special nature, e.g. travel, testing, disassembly, etc., rendered for the purpose of submitting a requested cost estimate shall be charged to the client/buyer even if the work provided for in the cost estimate is not performed or is performed only in a modified form.

3. invoices

3.1 Both in the cost estimate and in the invoice, the prices for individual parts used, materials, test flights and special services as well as the prices for the work services shall be shown separately in each case.

3.2 If a fixed price was agreed when the order was placed, only this price shall be charged.

3.3 Complaints about invoices must be made to EIS in writing and within 8 days of delivery at the latest, otherwise the invoice shall be deemed to have been approved. This legal consequence shall be pointed out to the client/buyer separately when the invoice is issued.

4. Delivery

4.1 The time of performance shall be extended by the period of any disruption in performance for which EIS is not responsible or of any delay on the part of the client/buyer with regard to the counter-performance or cooperative action.

4.2 EIS shall be obliged to comply with a bindingly agreed delivery date. However, if the scope of work increases compared to the original order volume, the delivery date shall be postponed accordingly.

4.3 Delivery dates shall only be binding for EIS if they have been expressly designated as binding by EIS itself in writing

4.4 If EIS is responsible for non-compliance with the delivery deadline, the Principal/Buyer shall be entitled to withdraw from the contract after granting a reasonable grace period. Further claims, in particular for damages due to failure to meet the deadline, are excluded except in cases of proven fault due to intent or gross negligence.

5. Acceptance

5.1 The subject matter of the contract shall be deemed to have been accepted upon handover unless EIS has received written objection within 10 days. The customer shall be informed of this legal consequence upon handover. The handover shall generally take place at the business premises of EIS.

5.2 If the client/buyer wishes the object of the order to be delivered, this shall be at his expense and risk.

5.3 The client/buyer shall be in default of acceptance if he does not collect the subject of the order against payment of the invoice within 14 days after he has been notified of completion and the provisional or final invoice has been issued. After the expiration of this period, EIS may charge the usual safekeeping and storage fees. The subject matter of the order may, at the discretion of EIS, also be properly stored or parked elsewhere under customary conditions. If the subject matter of the order is an aircraft, the usual storage or parking fees shall be charged already from the time of completion, unless the client/buyer collects the aircraft within a period of 2 days after notification of completion.

5.4 During the delay of the client/buyer with the acceptance, EIS shall only be liable for intent and gross negligence.

6. Warranty

6.1 EIS shall only be liable for defective workmanship for which it is responsible. For parts not manufactured by EIS or third-party material, spare parts and accessories used by it, EIS shall assign its rights vis-à-vis third parties to the client/buyer. The latter may first demand replacement delivery from third parties. In addition, the client/buyer may also demand a reduction in payment or rescission of the contract instead of a replacement delivery. If the third party has limited its warranty to a replacement delivery, the customer/buyer shall have the right to choose between reduction or cancellation if the replacement delivery fails. The customer/buyer is obliged to first assert his assigned claims out of court against the third party.

6.2 Recognizable defects, also with regard to quantity and quality, must be reported immediately upon acceptance of the subject of the order, otherwise the delivery shall be deemed to be in accordance with the contract.

6.3 The warranty obligation for hidden defects not recognizable at the time of acceptance shall expire if:

6.3.1 the Client/Buyer does not notify EIS in writing of the defect immediately after discovery and the object of the order complained about is not delivered to EIS free of charge within 10 days after discovery of the defect, unless otherwise agreed.

6.3.2 the part of the aircraft affected by the defect has been modified or repaired by the Principal/Buyer or a third party, except for compelling emergencies.

6.3.3 in the case of full or minority merchants within the meaning of the German Commercial Code (HGB), 2 weeks or 10 flight hours have elapsed between acceptance and dispatch of the notice of defect.

6.3.4 In the case of non-merchants, if EIS has not been notified in writing of the defect within 6 months of acceptance.

6.3.5 Damage discovered after acceptance is due to natural wear and tear, incorrect or negligent handling, improper use, excessive stress or other circumstances for which the client/buyer is responsible.

6.4 The warranty of EIS shall be limited to the obligation to remedy the reported defect in its own shipyard or in a workshop approved by it. In case of purchase of spare parts, the warranty of EIS shall be limited to a right of replacement delivery or rectification of the defect. In the event of failure of the replacement delivery or rectification of the defect, the client/buyer may demand a reduction of the remuneration or, alternatively, rescission of the contract. The rectification shall be deemed to have failed if the defect has not been completely eliminated after the work has been carried out or the replacement delivery has been made twice.

6.5 Offsetting with warranty rights is excluded with the exception of undisputed or legally established claims. A right of retention based on warranty rights shall be excluded in the case of full or minority merchants within the meaning of the German Commercial Code (HGB).

7. liability

7.1 EIS shall not be liable for any damage to or loss of the objects of the order and their parts handed over to it for processing, unless the damage was caused by gross negligence or intent on the part of EIS or its employees.

7.2 Unless otherwise stipulated in these Terms and Conditions, EIS's liability for damage to the subject matter of the order or parts thereof shall be limited to repair. If the repair is impossible or involves disproportionately high costs, the liability of EIS shall be limited to the difference between the value of the damaged item before the damaging event and the value thereafter.

7.3 EIS shall not be liable for the additional contents of aircraft, unless they have been handed over for special safekeeping.

7.4 The risk of test flights shall be borne by the client. During the delay in acceptance by the Principal, EIS shall only be liable for intent and gross negligence.

7.5 If EIS passes on an order placed with it in whole or in part to another company as a vicarious agent in accordance with section II, item 4 of these conditions, the liability of EIS, its employees and the third party as a vicarious agent shall be limited to intent and gross negligence.

7.6 EIS shall only be liable to the Client/Buyer or a third party for intent and gross negligence. Apart from that, EIS shall not be liable to the client/buyer or a third party for direct or indirect damages, irrespective of the legal grounds.

7.7 The Client/Buyer agrees to hold EIS harmless from any liability to third parties as well as from any claims made by third parties against EIS arising from or in connection with the order placed by the Client/Buyer, unless EIS has acted intentionally or with gross negligence.

7.8 The client shall be liable to EIS for all damages caused by him or his vicarious agents intentionally or negligently.

8. Insurance

8.1 The client shall be responsible for the insurance coverage of the subject matter of the contract against damages of any kind. He shall prove the existence of sufficient insurance coverage to EIS at any time upon request.

8.2 If the principal violates this obligation or if the required insurance coverage is missing, EIS shall be entitled to take out an appropriate insurance policy at the expense of the principal, to pay the premium and to assert it as part of its claims.

9. Payment

9.1 Payment for work shall be due upon acceptance of the subject matter of the contract, but no later than 14 days after notification of completion and delivery of the provisional or final invoice. In the case of contracts for replacement or exchange parts, the amount shall be due upon conclusion of the purchase contract. Payments shall be made strictly net without any deductions free EIS's bank account on the agreed dates.

9.2 Cheques and bills of exchange shall only be accepted on account of payment - not in lieu of payment - after prior agreement.

9.3 The offsetting of payments against any counterclaims shall only be permissible if such counterclaims are undisputed or have been finally determined by a court of law.

9.4 EIS shall be entitled to demand an advance payment in the amount of 50% of the anticipated costs.

9.5 If payment is not made within 14 days after receipt of the invoice, the client shall automatically be in default. In this case, we shall be entitled to demand default interest in the amount of 5% above the respective prime rate of the European Central Bank (ECB). In the case of purchase contracts between companies, default interest in the amount of 8% above the respective prime rate of the ECB shall be due.

10. Lien

10.1 EIS shall have a lien on all objects of the Principal which have come into its possession on account of all its claims arising from this contract as well as on account of claims arising from other repairs, material deliveries and other services from previous contracts. EIS shall also be entitled to the lien if the financial situation of the Principal becomes unfavorable during the term of the contract or if due invoice amounts are not paid as agreed.

10.2 8 weeks after the due date of the receivables, EIS may request the private sale of the items in its possession to cover the outstanding invoice amounts, including those from previous orders, without prior warning and without observing a sales deadline.

11. Reservation of title

11.1 EIS shall retain title to all accessories and spare parts as well as exchange components until full payment of all claims arising from the business relationship.

11.2 In the event of seizure by third parties, in particular in the event of seizure of the object of purchase or in the event of the exercise of a third party's entrepreneurial lien, the Principal/Buyer shall immediately notify EIS thereof in writing and immediately inform the third party of EIS's retention of title. The principal/buyer shall bear all costs incurred to cancel the seizure and to recover the object of purchase, insofar as they cannot be collected from third parties.

11.3 If the property of EIS is lost through combination, mixing or processing, it shall become co-owner of the item in proportion to the value of the items at the time of combination or processing.

12. final provisions

12.1 The place of performance shall be the registered office of EIS.

12.2 The place of jurisdiction for present and future claims arising from the business relationship with fully qualified merchants, including claims based on bills of exchange and checks, shall be the registered office of EIS.

12.3 This shall not affect the right of EIS to sue the client/buyer at his place of residence or business.

12.4 The place of jurisdiction at the registered office of EIS shall also apply if the customer/buyer does not have a general place of jurisdiction in Germany, moves his place of residence or habitual abode out of Germany after conclusion of the contract or if his place of residence or habitual abode is not known at the time the action is filed.

German law shall apply to all claims arising from this contract.