Terms and Conditions

Overview:  This document has been created to assist our suppliers in understanding the purchasing expectations and quality requirements for products and/or services supplied to Advantage Aviation Technologies. This document will communicate the operating principles, general expectations, and procedures of Advantage Aviation Technologies. Adherence to the guidelines described in this document are required by all Advantage Aviation Technology suppliers/vendors. Acceptance of any and/or all purchase orders constitutes acceptance and commitment on behalf of the recipient to comply with this document’s content. These guidelines are provided as supplement to, and do not replace or alter, any purchase agreement terms and conditions which are included as requirements of applicable drawings, specifications and other contractual documents. This document describes the minimum requirements for which the supplier has responsibility.

1. Our organization reserves the right of final approval of product, procedures, processes, and equipment.
2. All special processes required by this PO must be performed by qualified personnel.
3. Our organization reserves the right to review and approve the Vendors Quality Management System. Standard QMS Requirements Include:
   1. Vendors providing special processing must maintain a system for validating processes.
   2. Customer Directed sources must operate in accordance with approved specifications and standards as dictated and controlled by the customer in question.
   3. Vendors initially approved for use via Certification (ISO9001, AS9100, AS9120, NADCAP, etc.) must notify our organization of any changes to that certification.

4. The Vendor shall maintain the proper identification and revision status of specifications, drawings, process requirements, inspection/verification instructions and other relevant technical Unless noted otherwise on the face of this order, the latest revision level is to be used.
5. Our organization reserves the right to approve or specify any designs, tests, inspection plans, verifications, use of statistical techniques for product acceptance, and any applicable critical items including key characteristics.
6. Our organization reserves the right to designate requirements for test specimens for design approval, inspection/verification, investigation or auditing.
7. The Vendor is required to:
   1. Notify our organization of nonconforming
   2. Obtain our organization approval for nonconforming product
   3. Prevent use of counterfeit parts
   4. Notify our organization of changes in product and/or process, changes of vendors, and changes of manufacturing facility locations.
   5. Flow down to external providers all applicable requirements, including customer
   6. The Vendor is required to retain all Records associated with the Purchase Order for a period of no less than 7 years, unless otherwise specified.
8. Right of access by our organization, our customer and regulatory authorities to the applicable areas of all facilities, at any level of the supply chain, involved in the order and to all applicable records.
9. All vendors providing Calibration Services must:
   1. Maintain Certification to ISO17025, ISO10012-1, ANSI Z540-1 (or equivalent) or be otherwise approved by our organization.
   2. Provide reporting of “As Found” and “As Left” status if the item is found to be out of tolerance
   3. Identify Calibration Standards used
   4. Utilize Calibration Standards traceable to NIST
10. All vendors providing Calibration Services must:
    1. Their contribution to product or service conformity
    2. Their contribution to product safety, and
    3. Their contribution to the importance of ethical behavior

11. RETENTION OF TITLE – TERMINATION OF THE SALE

a) The Vendor is required to:

1. Notify our organization of nonconforming
2. Obtain our organization approval for nonconforming product
3. Prevent use of counterfeit parts
4. Notify our organization of changes in product and/or process, changes of vendors, and changes of manufacturing facility locations.
5. Flow down to external providers all applicable requirements, including customer
6. The Vendor is required to retain all Records associated with the Purchase Order for a period of no less than 7 years, unless otherwise specified.

11.1 The Purchaser hereby agrees, or the Purchaser procures on behalf of the relevant Lessor (as the case may be) that title to each Core Unit delivered to the Supplier shall pass from the Purchaser or the relevant Lessor (as the case may be) to the Supplier immediately upon delivery to the Supplier, free and clear of any liens and encumbrances. Upon request, the Purchaser shall issue in favor of the Supplier any bill of sale relating to any core unit deemed necessary, in a form and substance satisfactory to the Supplier. The Purchaser shall hold harmless and indemnify the Supplier against the consequences of all claims arising out from the use, possession, or transfer of the said core unit by the Supplier.

11.2 The Purchaser hereby agrees or the Purchaser procures on behalf of the relevant Lessor (as the case may be), that title to the Exchange Unit provided by the Supplier shall be retained by the Supplier and shall not pass from the Supplier to the Purchaser or to the relevant Lessor (as the case may be) until payment in full of all sums due and payable by the Purchaser under these Terms, including the out-of-scope price. Until such time as title to the Exchange Unit provided by the Supplier shall pass from the Supplier to the Purchaser or the relevant Lessor (as the case may be), the Supplier shall have absolute authority to retake, sell or otherwise deal with or dispose of all, any or part of the Exchange Unit in which title remains vested in the Supplier;

For the purpose specified in (i) above, the Supplier or any of its agents or authorized representatives shall be entitled at any time and without notice to enter upon any premises in which the Exchange Unit or any part thereof, or any aircraft on which the Exchange Unit or any part thereof is installed, is stored, kept or used, or is reasonably believed so to be; The Supplier shall be entitled to seek a court injunction to the Purchaser or the relevant Lessor (as the case may be) from selling, transferring or otherwise disposing of the Exchange Unit.

11.3 The Purchaser hereby procures to the Supplier that Lessor shall ratify or consent ex post facto to the Purchaser entering into the Services with the Supplier, to transfer title to the Core Unit pursuant to Article 12.1 and to accept the terms of Article 12.2.

11.4 The Purchaser shall ensure compliance with Supplier’s rights and interests under this Article 10 in all circumstances, by any means and at its own expenses and not do or knowingly permit to be done any act or thing, which might reasonably be expected to jeopardize the Supplier’s rights and interests under this Article 10. If the Purchaser fails to carry out its obligations in respect of this Article10, the Purchaser shall indemnify the Supplier against all cost, expenses and damages which the Supplier may incur or suffer due to this failure. The Purchaser will to the extent possible under applicable laws and at its costs register, or procure that the same be registered, the retention of title clause appearing in Article 10.2 hereto over the Exchange Unit in the appropriate registry of title and security in the Purchaser’s jurisdiction and (if necessary) in the Lessor’s jurisdiction. The Purchaser further acknowledges that the Supplier is entitled to notify to the Lessor the existence and the terms of all or part of these Terms, including this Article 10, in a form and substance satisfactory to the Supplier, at the cost of the Purchaser. Should judicial proceedings prove to be necessary to allow the Supplier to retake possession of the Exchange Unit either subject to attachment or otherwise in possession of any third party including the Lessor, the Purchaser agrees to allow access by the Supplier representatives to the Exchange Unit at any time if still under the possession of the Purchaser and shall bear all costs resulting from any such judicial proceedings.

12. Warranty: On all warranty jobs Customer will be responsible for all freight and custom charges to ship parts or gear set to AAT and also to ship it back to the customer.

13. Monitoring Supplier’s Performance: Advantage Aviation Technologies reserves the right to monitor our supplier’s performance including:

a) Supplier Risk of product or service

b) Quality of product or service delivered

c) On-time delivery of product or service

14. Social Accountability in Compliance with United Nations Declaration of Human Rights:

• It is the policy of Advantage Aviation Technologies to support social accountability in alignment with United Nations Declaration of Human Rights and forbid and strive to prevent any and all acts of human trafficking or slavery.

• Advantage Aviation Technologies expects suppliers to only incorporate materials into the product that comply with the laws regarding slavery and human trafficking of the country or countries in which they are doing
• We expect our suppliers to treat people with respect and dignity, encourage diversity, remain receptive to diverse opinions, promote equal opportunity, and foster an inclusive and ethical culture.
• Suppliers must refrain from violating the rights of others and address any adverse human rights impacts of their operations. Suppliers are required to ensure that child labor is not used in the performance of our work.

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