Terms of Business (Maintenance)

I. Scope of Application

1. All agreements with our customers regarding maintenance, repair and overhaul services, or non-destructive testing (NDT services) are subject exclusively to our terms of business for maintenance services (hereinafter also called "terms of business"). We do not recognise any of the Customer's terms of business which deviate from (or which supplement) our own. Our terms of business shall apply even if we perform the commissioned service without expressing any reservations, but knowing that the Customer's terms of business deviate from (or supplement) our own.

2. Where we sell the Customer spare parts under agreements for maintenance, repair and overhaul services or for non-destructive testing, our General Conditions of Sale shall also apply.

3. Our terms of business also apply to all future agreements with the Customer under the existing business relationship.

II. Quotation, Negotiation of Contract; Cost Proposal and Cost Estimate, Returning of used Parts for Exchange

1. Our quotations are open and non-binding, and we may withdraw from them until the Customer has made a written declaration of acceptance of them.

2. If the Customer's enquiry is not based on any quotation from ourselves, then we shall be entitled to accept the Customer's offer of contract as implicit in the enquiry within two weeks of receiving it. Acceptance may be declared either by written confirmation of order or implicitly by virtue of commencement of work.

3. Should the client require a written cost proposal, then we are required only to conduct an expert calculation of estimated costs. We take no guarantee for the exact cost of the estimate.

4. Cost estimates issued by us represent nothing more than a non-binding prediction of the prices entailed in the provision of a service by ourselves. The cost estimate is non-binding.

5. The Agreement is negotiated subject to reservation of prompt and correct delivery to us from our own suppliers. This applies only in a case where the non-delivery was beyond our control, with particular reference to the negotiation of a corresponding covering transaction with our own supplier. We shall inform the Customer of the non-availability of any service and reimburse any payment that may already have been received in prospect of provision of service.

6. Brochures, advertising texts etc as produced by us or as issued by the manufacturer, and the information they contain, shall be a constituent part of the agreements we negotiate only if they are expressly included in the Agreement.

7. The Customer must send us used parts for exchange (core unit) - at no cost to ourselves - no later than 10 calendar days following negotiation of the Agreement. If the Customer does not adhere to this deadline, with the result that we incur costs, then we shall be entitled to charge the Customer for reimbursement of such costs.

III. Particular Provisions governing NDT Services

1. The Customer shall bear the costs and risks of transportation of materials to be tested to our workshops and back to the Customer.

2. No later than by the time of arrival of the materials with ourselves, the Customer must have sent us written notification of any required hazard and handling instructions concerning the materials for testing.

3. The acceptance of materials for testing purposes does not represent transfer of ownership. Materials remain the Customer's property.

4. We reserve all copyrights over the reports and test results (hereinafter called "reports") which we have produced.

5. The Customer may utilise our reports only for the purpose for which they are intended as defined in the Agreement.

6. The forwarding, duplication or publication of our reports - in whole or in part - shall be prohibited except by our corresponding written agreement with the Customer.

IV. Prices and Payment Conditions

1. Unless otherwise agreed by ourselves with the Customer, our prices are understood to be net prices. Any subsidiary charges arising, such as those for installation, for example, shall be charged separately to the Customer. VAT is not included in our prices; where VAT arises, it shall be itemised in the appropriate amount according to the rate on the date of invoicing. Where the order is carried out on the basis of a cost proposal, it shall be adequate merely to make reference to the cost proposal, explicitly itemising only such additional works as may have arisen.

2. Unless agreed otherwise with the Customer, the Customer is under obligation to make payment of invoiced amounts, without any deductions, by the transfer of payment - within 14 days after the date of invoice, and with no charges to ourselves - into one of our accounts.

3. Should the manufacturer not accept an used part for exchange (core unit), then we shall be entitled further to charge the Customer for the costs consequently arising.

4. Cheques and drafts are accepted only on account of payment. All costs arising upon their presentation shall be chargeable to the Customer.

5. The Customer may apply offset only if its counterclaims are established in law or are undisputed. The same shall apply in respect of the Customer's substantiation of rights of retention and of refusal to pay.

V. Acceptance

Where acceptance is envisaged, by law,

1. Acceptance by the Customer shall be conducted at the site in which the service was performed.

2. In the event of delay in acceptance - e.g. in connection with acceptance of the ordered item - we may (in addition to the full extent of our statutory rights) also require reimbursement of any additional expenditures (e.g. those arising in connection with storage of the ordered item). Costs and risks of storage shall be the Customer's responsibility.

VI. Contractual Right of Possession

1. In relation to our claims arising under the Agreement, we hold a contractual right of possession over items that have passed into our possession in the course of the Agreement. The contractual right of possession may also be claimed in connection with claims from services provided at an earlier stage, to the extent that they have a bearing on the item being the subject of contract. For any other claims arising from the business relationship with the Customer, the contractual right of possession shall be applicable only to the extent that such rights are undisputed or have been legally approved, and if the ordered item is the client's property.

2. If the item that has entered our possession in connection with the Agreement is an aircraft which is entered on the aircraft register, then the Customer is required to approve the appointment of a registered right of possession to the extent defined in paragraph VI.1 in respect of the aircraft itself, and further to approve the entry of the registered right of possession on the register for rights of possession over aircraft.

VI. Contractual Right of Possession

Profiling means any form of automated processing of personal data consisting of the use of personal data to evaluate certain personal aspects relating to a natural person, in particular to analyse or predict aspects concerning that natural person's performance at work, economic situation, health, personal preferences, interests, reliability, behaviour, location or movements.

VII. Reservation of Ownership

To the extent that installed or attached spare parts (also called "reserved ownership goods") have not yet become constituent parts of the aircraft itself, then we reserve ownership over such spare parts pending settlement in full of the price for our services and of all claims arising from the ongoing business relationship with the Customer. The reservation of ownership shall not be affected by the appointment of individual claims on an ongoing account, nor by the calculation of the balance; in that eventuality, the reservation of ownership shall relate to the actual balance or to the balance as recognised. Only when the financial consideration is received on our bank account is payment held to have been made. The reservation of ownership may not be raised afresh in respect of any corresponding articles if - after the Customer has acquired ownership of such articles - any new claims under the business relationship should arise against the Customer.

VIII. Customer's Guarantee Claims in Connection with Deficiencies

To the extent that the Customer holds statutory guarantee claims in connection with deficiencies:

1. Claims in connection with deficiencies shall not arise in the event of only a minor deviation from the agreed condition or in the event of nothing more than a minor effect on usability;

2. Should the attempt at rectification be unsuccessful, then the Customer shall be entitled - at its own discretion - to opt for withdrawal or for a reduction in charge. The Customer may opt for compensation in place of fulfilment only after the attempt at rectification has failed, unless the right to attempt to provide rectification is not a mandatory requirement in law. The attempt at rectification shall be deemed unsuccessful if the corresponding satisfactory condition in the supplied article was not achieved even after two attempts at making good the deficiency being the subject of complaint, or if such attempts were not even undertaken within a reasonable period;

3. If the deficiency arises due to our fault, then the Customer may claim compensation only in accordance with the additional requirements of paragraph IX.

IX. Liability for Compensation

1. Our liability for compensation arising from whatsoever legal grounds - with particular reference to incapacitation, delay on debtor's part or breach of contract - shall be restricted as defined by this paragraph IX.

2. Where applicable, our liability is - under product liability regulations - unrestricted in the event of wilful failure to disclose any deficiency, in the event of fatality, physical injury or damage to health, in the event of wilful action or to the extent that we gave a guarantee. In a case of gross negligence, our liability is restricted to losses which are typical under contract and which were foreseeable at the start of the Agreement.

3. In the event of moderately negligent infringement of any rights or obligations that arise in connection with the content and purpose of the Agreement, our liability is - likewise - restricted to losses which are typical under contract and which were foreseeable at the start of the Agreement.

4. Other than in the cases mentioned in paragraph IX., clauses 2 and 3, we are not liable for losses caused as the result of moderate negligence.

5. To the extent that liability for compensation is excluded or restricted in relation to ourselves, this shall also be applicable to the direct liability of our employees and departments.

X. Expiry of Customer's Claims

1. The guarantee period in connection with deficiencies is one year.

2. The Customer's further claims arising from breaches of contract on our part, with particular reference to the Customer's claims for compensation, expire in one year. By way of deviation from clause 1, the Customer's claims as set out below are subject to statutory periods of expiry:

a) under product liability regulations and in connection with loss in the form of fatality, physical injury, damage to health or the infringement of substantial rights and obligations under the Agreement,

b) in connection with a loss which arises due to wilful or grossly negligent breach of contract on our part or on the part of our agents,

c) due to the deliberate failure to disclose a deficiency.

XI. Jurisdiction, Place of Fulfilment and Applicable Law

1. If the Customer is a businessman, a public corporation or a plc, then Girona shall be the exclusive place of jurisdiction for all disputes arising from or in connection with the Agreement. The same shall apply if the Customer has no general jurisdiction nationally or if - after negotiation of the Agreement - the Customer relocates its place of residence or habitual domicile abroad, or if the Customer's place of residence or habitual domicile is unknown at the time of the bringing of action. This does not affect the international competence of further courts under the Montreal/Warsaw Treaty, where applicable.

2. The place of fulfilment for all of the parties' obligations under the Agreement shall be the place of our head office.

3. Spanish law shall apply.

XII. Concluding provisions

Should individual provisions of the Agreement be or become ineffective or void, then this shall not affect the validity of the Agreement in any other respects. Rather, the ineffective or void provision shall be replaced by such a provision as equates as closely as legally possible to the financial spirit and purpose of the provision that proved to be ineffective or void. This provision shall apply as appropriate to any loopholes in contract.

Status: September 2019

Terms of Business (Spare Parts Sales)

I. Scope of Application

1. All agreements with our customers regarding the supply of spare parts are subject exclusively to our conditions of sale (hereinafter also called "terms of business"). We do not recognise any of the Customer's terms of business which deviate from (or which supplement) our own. Our terms and conditions shall apply even if we provide the commissioned delivery without expressing any reservations, but knowing that the Customer's terms of business deviate from (or supplement) our own.

2. Our terms of business also apply to all future agreements with the Customer under the existing business relationship.

II. Quotation, Negotiation of Contract and Quotation Documents

1. Our quotations are open and non-binding, and we may withdraw from them until the Customer has made a written declaration of acceptance of them.

2. We may deviate to a reasonable degree from the documents upon which the Agreement is based - such as drawings and indications of weights and measures (jointly called "information") - within the framework of technical progress or as dictated by production imperatives. Information is regarded as a constituent part of the agreed delivery condition only where expressly negotiated between ourselves and the Customer.

3. If the Customer's order is not based on any quotation from ourselves, then we shall be entitled to accept the Customer's offer of contract as implicit in the order within two weeks of receiving it. Acceptance may be declared either by written confirmation of order or implicitly by virtue of commencement of delivery of the item for supply. In the latter instance, our delivery note shall stand as the confirmation of order.

4. The Agreement is negotiated subject to reservation of prompt and correct delivery to ourselves from our own suppliers. This applies only in a case where the non-delivery was not our fault, with particular reference to the negotiation of a corresponding covering transaction with our own supplier. We shall inform the Customer of the non-availability of any service, and reimburse any payment that may already have been received in prospect of provision of service.

5. Brochures, advertising texts etc as produced by ourselves or as issued by the manufacturer, and the information they contain, shall be a constituent part of the agreements we negotiate only if they are expressly included in the Agreement.

III. Prices and Payment Conditions

1. Unless otherwise agreed by ourselves with the Customer, our prices are understood to be net prices ex-works (EXW - INCOTERMS 2010). Any subsidiary charges arising, such as those for carriage and installation, for example, shall be charged separately to the Customer. VAT is not included in our prices; where VAT arises, it shall be itemised in the appropriate amount according to the rate on the date of invoicing.

2. Unless agreed otherwise with the Customer, the Customer is under obligation to make payment of invoiced amounts, without any deductions, by the transfer of payment - within 14 days after the date of invoice, and with no charges to ourselves - into one of our accounts.

3. Should the manufacturer not accept an used part for exchange (core unit), then we shall be entitled further to charge the Customer for the costs consequently arising.

4. Cheques and drafts are accepted only on account of payment. All costs arising upon their presentation shall be chargeable to the Customer.

5. The Customer may apply offset only if its counter-claims are established in law or are undisputed. The same shall apply in respect of the Customer's substantiation of rights of retention and of refusal to pay.

IV. Transfer of Risk and Dispatch

1. Unless agreed otherwise between ourselves and the Customer, delivery is agreed to be ex-works (EXW - INCOTERMS 2010).

2. Risk of accidental loss or accidental deterioration of the delivered item transfers to the Customer upon handover or - in the case of mail order - upon delivery to the shipper, to the carrier or to the party appointed to conduct dispatch. The same shall apply in the case of part-deliveries, irrespective of whether carriage-free delivery was negotiated. If dispatch is delayed at the Customer's request or if the Customer incurs delay in acceptance or in the payment of debts, then risk is already held to transfer to the Customer on the date of readiness for dispatch. The costs arising as the result of delay must be borne by the Customer.

V. Delivery, Delivery Time and Delay in Delivery;

Return of used Parts for Exchange

1. Part-deliveries are permissible, provided that this is reasonably acceptable to the Customer.

2. Our delivery obligation is suspended for the duration of cases of force majeure (circumstances and events which are unforeseen and which are not our fault, and which we could not have avoided even with all the due care and attention of a normal businessperson, such as: industrial disputes within our own or our suppliers' companies, fire, official orders from the authorities or acts of God), plus a reasonable recovery time. The same shall apply even if we have already incurred delay in delivery.

3. Should the problem last longer than three months, then the Customer shall be entitled to withdraw from the as yet unfulfilled portion of the Agreement.

4. Our liability for delay in delivery shall be determined according to paragraph VIII below.

5. The Customer must send us used parts for exchange (core unit) - free of charge to ourselves - no later than within 10 calendar days following negotiation of the Agreement. If the Customer does not adhere to this deadline, with the result that we incur costs, then we shall be entitled to charge the Customer for such costs.

VI. Reservation of Ownership

1. We reserve the right of ownership over the delivered item (also called "reserved-ownership goods") pending settlement in full of the purchase price and of all claims arising from the ongoing business relationship with the Customer. The reservation of ownership shall not be affected by the addition of individual claims to an ongoing account, nor by the balancing of the account; in that eventuality, the reservation of ownership shall relate to the actual balance or to the balance as recognised. Only when the financial consideration is received on our bank account is payment held to have been made. The reservation of ownership may not be raised afresh in respect of any items for delivery if - after the Customer has acquired ownership of such items - any new claims under the business relationship should arise against the Customer.

2. The Customer must promptly write to notify us of any seizures or other interventions by third parties.

3. The Customer shall be entitled to resell reserved-ownership goods in the normal course of business; however, this shall not be the case if it is agreed in the context of the resale that the Customer's claim against the third party expires upon settlement of payment. The Customer hereby makes over to ourselves, as a security, all claims (including all claims remaining, even after termination, on balance, on a current account) to the extent of the total invoice value (including VAT), where such claims accrue to the Customer (against its own customer) from the resale or on any other legal grounds. Assignment shall be independent of whether the reserved-ownership goods are sold unprocessed or after processing. We shall accept the assignment. The Customer remains entitled to collect on these claims even after assignment. This does not affect our entitlement to collect on the claims ourselves. However, we undertake not to collect on the claims provided that the Customer has fulfilled its payment obligations and does not incur arrears of payment. On the other hand, if that is not the case then we may require that the Customer should notify ourselves of the assigned claims and of their debtors, should provide us with all information necessary for collection as described above - with particular reference to the details of the debtor's address - and should furthermore provide us with the corresponding documents and notify the debtors of the assignment.

4. The entitlement described in paragraph VI.4 does not extend to the transfer of ownership nor to the pledging (as a security) of reserved-ownership goods without our written approval. Our prior written approval shall be required before the negotiation of financing agreements (leasing, for example) which include the transfer of our rights of ownership, unless the agreement places the financial situation under obligation to pay to ourselves the portion of the purchase price that is due to us.

5. The processing, combination or transformation of reserved-ownership goods by the Customer is in all cases held to have been conducted on our behalf without any liabilities attaching to ourselves as the result. If the reserved-ownership goods are combined or processed in conjunction with other items that do not belong to ourselves, then we acquire co-ownership of the resultant product in the relationship between the value of the reserved-ownership goods (final invoice total including VAT) and the other processed items at the time of processing. The item that arises as the result of processing is, furthermore, subject to the same conditions as those applicable to reserved-ownership goods.

VII. Customer's Guarantee Claims in Connection with Deficiencies

1. The Customer's claims and rights in connection with deficiencies (hereinafter also called "claims in connection with deficiencies") presuppose that the Customer has correctly complied with its obligations for examination.

2. Claims in connection with deficiencies shall not arise in the event of only a minor deviation from the agreed condition or in the event of nothing more than a minor effect on usability;

3. To the extent that the delivered item suffers from a defect, we shall have the choice in respect of rectification, to choose between rectifying the defect or supplying a new, defect-free product.

4. If the deficiency arises due to our fault, then the Customer may claim compensation only in accordance with the additional requirements of paragraph VIII.

VIII. Liability for Compensation

1. Our liability for compensation arising from whatsoever legal grounds - with particular reference to incapacitation, delay in delivery or breach of contract - shall be restricted as defined by this paragraph VIII.

2. Where applicable, our liability is - under product liability regulations - unrestricted in the event of wilful failure to disclose any deficiency, in the event of fatality, physical injury or damage to health, or in the event of wilful action. In a case of gross negligence, our liability is restricted to losses which are typical under contract and which were foreseeable at the start of the Agreement.

3. In the event of moderately negligent infringement of any rights or obligations that arise in connection with the content and purpose of the Agreement, our liability is - likewise - restricted to losses which are typical under contract and which were foreseeable at the start of the Agreement.

4. Other than in the cases mentioned in paragraph VIII, clauses 2 and 3, we are not liable for losses caused as the result of moderate negligence.

5. To the extent that liability for compensation is excluded or restricted in relation to ourselves, this shall also be applicable to the direct liability of our employees and departments.

IX. Expiry of Customer's Claims

1. The guarantee period in connection with deficiencies in the delivered item is one year.

2. The Customer's further claims arising from breaches of contract on our part, with particular reference to the Customer's claims for compensation, expire in one year. By way of deviation from clause 1, the Customer's claims as set out below are subject to statutory periods of expiry:

a) under product liability regulations and in connection with loss in the form of fatality, physical injury, damage to health or the infringement of substantial rights and obligations under the Agreement,

b) in connection with a loss which arises due to wilful or grossly negligent breach of contract on our part or on the part of our agents,

c) due to the deliberate failure to disclose a deficiency,

d) or for the reimbursement of expenditures.

X. Jurisdiction, Place of Fulfilment and Applicable Law

1. If the Customer is a businessman, a public corporation or a plc, then Girona shall be the exclusive place of jurisdiction for all disputes arising from or in connection with the Agreement. The same shall apply if the Customer has no general jurisdiction nationally or if - after negotiation of the Agreement - the Customer relocates its place of residence or habitual domicile abroad, or if the Customer's place of residence or habitual domicile is unknown at the time of the bringing of action. This does not affect the international competence of further courts under the Montreal/Warsaw Treaty, where applicable.

2. The place of fulfilment for all of the parties' obligations under the Agreement shall be the place of our head office.

3. Spanish law shall apply. The application of CISG (= the United Nations Convention on International Sale of Goods) is excluded.

XI. Concluding Provisions

Should individual provisions of the Agreement be or become ineffective or void, then this shall not affect the validity of the Agreement in any other respects. Rather, the ineffective or void provision shall be replaced by such a provision as equates as closely as legally possible to the financial spirit and purpose of the provision that proved to be ineffective or void. This provision shall apply as appropriate to any loopholes in contract.

Status: September 2019