Conditions of Sale

1. APPLICABILITY Unless and to the extent that a separately negotiated contract executed between the parties is cited on the procuring party’s purchase order, the following conditions of sale apply to any purchase order covering any products, systems or parts offered for sale (“Part(s)”) by BE Aerospace, Inc., its affiliates and subsidiaries of the Thermal & Power Management business segment (“Seller”) to the procuring party (“Buyer”).

2. PURCHASE ORDERS (a) Buyer is not obligated to buy any Parts from Seller, and, Seller is not obligated to sell any Parts to Buyer. If Buyer orders Parts from Seller, and Seller delivers Parts to Buyer, these conditions of sale will apply to all such purchase and sales transactions. (b) Any purchase order covering the sale of Parts will be governed solely by these conditions of sale and any other mutually agreed upon written provisions. Verbal understandings are expressly excluded.(c) Seller’s acceptance of Buyer’s purchase order is made expressly conditional on Buyer’s assent to these conditions of sale and the terms contained in any Seller purchase order acknowledgment. Seller’s automated order acknowledgments, if any, do not constitute Seller’s acceptance. Seller does not waive any term in these conditions of sale if it fails to object to provisions appearing on, incorporated by reference in, or attached to Buyer’s purchase order, except as provided below, and Seller expressly rejects such provisions. (d) Buyer’s silence, acceptance, or use of Parts constitutes its assent to these conditions of sale. (e) Any additional or different terms, which may be contained in any documents furnished by Buyer, are deemed material and Seller hereby objects to and rejects them. Any such additional or different terms are effective only if in writing and signed by an authorized representative of Seller. (f) Buyer’s purchase orders must include and may only serve to specify (i) Buyer’s purchase order number and Seller’s quotation number, if applicable; (ii) Seller’s part number or applicable specifications referenced in Seller’s quotation, including a general description of the Part; (iii) requested delivery dates; (iv) price; (v) quantity; (vi) location to which the Part is to be shipped; (vii) Buyer’s carrier and mode of transportation plus any special routing, packing, labeling, handling or insurance requested by Buyer, if applicable; (viii) location to which invoices should be sent for payment; and (ix) the end- use and end-user, if known, of the Part ordered and whether the Part will be used for a military or quasi-military purposes.

3. PRICES (a) Prices are quoted and payable in U.S. Dollars and are valid for Parts delivered within 90 days of quotation, unless stated otherwise and do not include any of Seller’s non- standard costs, including but not limited to, testing, certification or inspection requirements, etc., unless specifically cited on Seller’s quotation. Seller reserves the right to correct any inaccurate invoices and to change prices until acceptance of Buyer’s purchase order. (b) Buyer’s order is subject to Seller’s minimum order requirements. Seller reserves the right to limit order quantities for certain Parts. (c) Prices do not include any taxes or duties on the purchase or sale of Parts, including, but not limited to, federal, state, or municipal excise, sales, use or value added taxes or import duties, if any. Any such taxes and duties that may become due and owing will be paid by Buyer, excluding taxes based upon Seller’s gross income. Buyer shall reimburse Seller upon demand for any such taxes, duties or similar charges that Seller is required to pay or collect.

4. PAYMENT (a) Buyer will pay Seller’s invoices within 30 days of their date, subject to meeting Seller’s credit requirements. Seller will not date invoices earlier than the date of delivery of the Parts to which the invoice applies. Buyer’s payment(s) must be made in United States currency and must be accompanied by remittance detail containing at a minimum Seller’s invoice number and amount paid per invoice. Payments must be in accordance with the “Remit To” field on each invoice. (b) Seller may establish credit terms with Buyer and, if applicable, re-evaluate Buyer’s credit standing at all times. If Seller determines in its sole discretion that Buyer fails to qualify for such payment terms at any time, then Seller may without notice to Buyer, modify or withdraw credit terms including, but not limited to, requiring advance payment, letters of credit, guarantees, or other security. If Buyer is delinquent in its payment obligations to Seller, Seller may at its option (i) be relieved of its obligations with respect to guarantees, including without limitation, turnaround times, spares support and delivery lead-times; (ii) refuse to process any credit to which Buyer may be entitled; (iii) set off any credit or sum owed by Seller to Buyer against any undisputed amount owed by Buyer to Seller; (iv) withhold future deliveries to Buyer; (v) declare Buyer’s performance in breach and terminate the purchase order; (vi) repossess Parts for which payment has not been made; (vii) make future deliveries on a cash-with-order or cash-in-advance basis; (viii) charge interest on delinquent amounts at a rate of 1.5% per month or the maximum rate permitted by law, if lower, for each month or part thereof; (ix) charge storage or inventory carrying fees on Parts; (x) recover all costs of collection including, without limitation, reasonable attorneys’ fees; (xi) if Buyer is delinquent on a payment schedule, accelerate all remaining payments and declare the total outstanding balance then due and owing; or (xii) combine any of the above rights and remedies as may be permitted by applicable law. The above remedies are in addition to all other remedies available at law or in equity. (c) If Buyer disputes any invoice, or portion thereof, rendered by Seller, Buyer will so notify Seller within ten (10) working days of the date of Seller’s invoice and failure to provide notification within said period shall be deemed acceptance of Seller’s invoice by Buyer. The parties will use all reasonable efforts to resolve such disputes expeditiously. Notwithstanding any invoice disputes, Buyer shall promptly remit payment on those invoices, or portions thereof, not in dispute.

5. DELIVERY Seller shall prepare and package Parts in accordance with its normal commercial practices. Delivery of Parts shall be FCA (Incoterms 2010) Seller’s facility. Seller shall ship Parts by the mode and carrier designated by Buyer in accordance with the shipping instructions provided in the applicable purchase order. Where Buyer provides no instructions for the method of shipment, the method of shipment shall be at Seller’s discretion. Seller will schedule delivery in accordance with its standard lead time unless (i) Buyer’s order requests a later delivery date or (ii) Seller agrees in writing to a separate delivery date. Seller reserves the right to make partial shipments against total purchase order requirements and deliver in advance of the scheduled delivery date whenever possible. All shipping expenses from the FCA point to Buyer, including transportation and insurance costs, shall be for the account of Buyer. If Seller prepays such transportation charges, Buyer will reimburse Seller upon receipt of an invoice for those charges. Title and risk of loss will pass to Buyer when Seller places Parts at the disposal of Buyer at Seller’s facility. Seller is entitled to quote additional charges for any rush shipments, special routing, packing, labeling, handling or insurance requested by Buyer.

6. CERTIFICATION/DOCUMENTATION Seller shall deliver Parts accompanied by the required certificates of conformity, and shall meet all applicable governmental requirements in effect at that time.

7. ACCEPTANCE Buyer will inspect Parts within a reasonable period after delivery not to exceed 30 calendar days. Parts will be deemed accepted unless Seller receives written notice of rejection explaining the basis for rejection within such period. Once accepted, Buyer’s only recourse or remedy for non-conforming or defective Parts shall be as provided in the warranty section of these conditions of sale. Seller will have a reasonable opportunity to repair or replace rejected Parts, at its option, or credit Buyer with the purchase price if repair or replacement is not possible. Following initial delivery, the party initiating shipment will bear the risk of loss or damage to Parts in transit, except that Seller will reimburse Buyer for normal and reasonable surface shipping costs incurred to return properly rejected Parts to Seller’s designated facility. If Seller reasonably determines that rejection was improper, Buyer will pay all expenses relating to the improper rejection. Buyer will comply with Seller’s return material authorization policies and will ship Parts to Buyer suitably packed for shipment to prevent damage in transit in accordance with Seller’s standard shipping practices.

8. TERMINATION/ORDER CANCELLATION/CHANGES (a) Buyer may cancel a purchase order or portion of a purchase order by giving Seller written notice specifying the detailed reason for the cancellation only if (i) Seller fails to correct a breach of these conditions of sale within ninety (90) days of written notice from Buyer of the breach or (ii) any insolvency or suspension of Seller’s operations or any petition filed or proceeding commenced by or against Seller under any state or federal law relating to bankruptcy, arrangement, reorganization, receivership or assignment for the benefit of creditors. (b) Any other changes to a purchase order, including but not limited to, specification, price, delivery time, or interchangeability of any Part can only be made by a change order signed by the authorized representatives of Buyer and Seller. Such change order shall include (i) the reason for the change; (ii) a description of the change; (iii) the effect on the specification, price, delivery time and/or interchangeability of the Part; and (iv) the effective date of the change. Seller shall review all Part specification changes requested by Buyer and shall promptly advise Buyer whether such a change is technically feasible and, if so, the effect on unit price and delivery schedule.

9. TOOLING AND DATA Seller owns all rights to all specifications, drawings, engineering instructions, data, material, equipment, software, processes, facilities and tooling, including, but not limited, to jigs, dies, fixtures, molds, patterns, taps, gauges, test equipment, manufacturing aids and replacement items, now existing or hereafter created, except to the extent that title is specifically transferred in writing from Seller to Buyer or originally supplied from Buyer to Seller.

10. NONDISCLOSURE These conditions of sale do not supersede any confidentiality agreement executed by Buyer and Seller that otherwise applies to Parts, services, technical data or other information delivered in connection with any purchase order. In the absence of such confidentiality agreement, Buyer may use Seller’s proprietary and/or confidential information (“Proprietary Information”) only in relation to the application, operation and maintenance of Seller’s Parts by Buyer for purposes directly relating to these conditions of sale. For purposes of these conditions of sale, “Proprietary Information” shall mean all Seller technical information or data of any kind including, but not limited to, all designs, specifications, drawings, concepts, software, know-how, research or the incorporation or embodiment thereof in one or more Parts, or any other information expressly marked as “Confidential” or “Proprietary” by Seller. Proprietary Information shall remain the property of Seller. Buyer may only disclose Seller’s Proprietary Information to its employees on a need-to-know basis, will protect against its inadvertent disclosure, and will not disclose Seller’s Proprietary Information to any third party without Seller’s prior written consent.

11. WARRANTY (a) “Nonconformance” means failure of a Part to comply with, or failure to operate due to noncompliance with, applicable specifications or having defects in workmanship or material. Normal wear and tear and the need for regular overhaul and periodic maintenance do not constitute a Nonconformance. (b) Seller warrants that, at the time of delivery, Parts will comply with the applicable specifications. Seller further warrants that Parts, will be free from defects in workmanship and material for (i) the period specified in Seller’s proposal, or if no such period is provided, (ii) a period of the earlier of three (3) months from first use or six (6) months after initial delivery. These warranties run to Buyer, its successors, permitted assigns and customers. Buyer must notify Seller of any Nonconformance during the applicable warranty period in writing and within thirty (30) calendar days of discovery of such Nonconformance and must disposition the Part in accordance with Seller’s written instructions. (c) Seller’s obligation and Buyer’s sole remedy under this warranty is repair or replacement, at Seller’s option, of any Nonconformance. Seller warrants all Parts so repaired or replaced only for the unexpired portion of the original warranty period. Seller will pay reasonable transportation costs for warranty returns in an amount not to exceed normal surface shipping charges to a facility designated by Seller. (d) Seller is not liable under this warranty for any defect resulting from a Part having been exposed or subjected to (i) any alteration, modification, maintenance, repair, installation, handling, transportation, storage, operation or use that is improper or otherwise not in compliance with Seller’s instructions, unless caused by Seller; (ii) any accident, contamination, foreign object damage, abuse, neglect, or negligence after delivery to Buyer, unless caused by Seller; (iii) damage caused by failure of a Seller supplied product not under warranty or any damage precipitated by any product not supplied by Seller; or (iv) use of counterfeit or replacement parts that are neither manufactured nor approved by Seller for use with Seller’s manufactured Parts. Seller has no obligation under this warranty unless Buyer maintains records that accurately document operating time, maintenance performed and the nature of the unsatisfactory condition of Seller’s Part. Upon Seller’s request, Buyer will give Seller access to these records for substantiating warranty claims. (e) THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED BY SELLER, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. IN NO EVENT WILL SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES OR USE EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NO EXTENSION OF THESE WARRANTIES WILL BE BINDING UPON SELLER UNLESS SET FORTH IN WRITING AND SIGNED BY SELLER’S AUTHORIZED REPRESENTATIVE.

12. PATENT INDEMNIFICATION Seller shall defend and indemnify Buyer against and hold harmless Buyer from all claims, suits, judgments, losses, damages, fines and costs (including reasonable legal fees and expenses), resulting from any claim that any Part manufactured by Seller hereunder infringes any United States patent. Seller shall, at its own expense, defend all such claims or suits brought against Buyer provided that Buyer (i) shall have made all payments due; (ii) immediately delivers to Seller all infringement notices and other papers received by or served upon Buyer; (iii) permits Seller to assume or control the defense of such suit; and (iv) provides all information and assistance reasonably required by Seller for the conduct of such defense. If any court of competent jurisdiction holds such a Part to constitute infringement, Seller shall pay any costs and damages finally awarded on account of such infringement and, if the use of such Part is enjoined, Seller shall, at its option, either (i) procure for Buyer the right to use the Part free of any liability for infringement; (ii) replace the Part with a non-infringing interchangeable substitute otherwise complying with all the requirements of these conditions of sale; or (iii) modify the Part so that it becomes non-infringing without impairing its performance or interchangeability. Buyer shall defend and indemnify Seller against and hold harmless Seller from all claims, suits, judgments, losses, damages, fines and costs (including reasonable legal fees and expenses), of patent infringement resulting from (i) material, items and components manufactured by Seller to Buyer’s specification; (ii) Buyer’s use of the Parts in a manner in which the same were neither contemplated nor designed; (iii) any claim that the use of an unauthorized modified version of the Parts or of any unauthorized combination thereof with any other device, equipment or technology infringes a patent right of a third party, provided that the infringement would not have occurred except for the modification or combination; (iv) Buyer’s failure to use non-infringing interchangeable substitute products furnished by Seller to avoid infringement; and (v) a patent right owned, controlled or licensed by Buyer or its affiliates. THE INDEMNITY, OBLIGATIONS AND LIABILITIES OF SELLER AND THE REMEDIES OF BUYER PROVIDED IN THIS SECTION ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER INDEMNITIES, WARRANTIES (EXPRESSED OR IMPLIED OR STATUTORY), OBLIGATIONS AND LIABILITIES OF SELLER AND RIGHTS, CLAIMS AND REMEDIES OF BUYER AGAINST SELLER WITH RESPECT TO ANY INFRINGEMENT.

13. AFTERMARKET ACTIVITY Seller’s sale of Parts to Buyer does not convey to Buyer any right or license to any present or future patent, trademark, copyright, trade secret or other intellectual property owned, controlled, or licensed by Seller (“Intellectual Property”) nor any right to use Seller’s Proprietary Information which is incorporated or embodied in Parts other than as set forth in these conditions of sale. If Buyer engages a third party to manufacture, repair and/or sell any Parts which incorporate or embody Seller’s Intellectual Property and/or Proprietary Information or seeks for itself regulatory approval or certification of any Parts from any United States or other government agency or authority, such act will constitute (i) an infringement of Seller’s Intellectual Property, or (ii) an unauthorized use of Seller’s Proprietary Information, and injunctive relief shall be the specific remedy therefor, in addition to all other remedies available at law or equity.

14. INDEMNITY Buyer shall defend, indemnify and hold harmless Seller, its affiliates and subsidiaries and their directors, officers, employees and agents, from and against all claims, suits, liability, losses, damages, costs or expenses, including, without limitation, court costs and reasonable legal fees, resulting from, relating to, or arising in whole or in part out of these conditions of sale or the installation, operation, use, maintenance, repair or modification of Parts, other than such claims as arise from the gross negligence or willful misconduct of Seller.

15. EXCUSABLE DELAYS Seller will not be liable to Buyer for any failure to meet its obligations due to any cause beyond Seller’s reasonable control and not occasioned by its fault or negligence. Force majeure events may include but are not limited to (i) delays or refusals to grant an export license or the suspension or revocation thereof; (ii) any other acts of any government that would limit the ability for contract performance; (iii) fires, earthquakes, floods, severe weather conditions, or any other acts of God; (iv) quarantines or regional medical crisis; (v) labor strikes or lockouts; (vi) riots, strife, insurrection, civil disobedience, armed conflict, terrorism or war, declared or not (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property); and (vii) shortages or inability to obtain materials or components. If a force majeure event causes a Seller delay, then the date of Seller’s performance will be extended by the period of such delay or Seller may cancel Buyer’s order with respect to such delayed Parts.

16. CONFIDENTIALITY Buyer shall not disclose to any third party the existence of, or any information concerning, the transaction contemplated hereby, nor any pricing of Parts offered hereunder, without first obtaining the written consent of Seller, unless required by law.

17. ASSIGNMENT Buyer will not assign any rights nor delegate any obligations under these conditions of sale or any portion thereof in whole or in part, by operation of law or otherwise, without Seller’s advance, written consent which will not be unreasonably withheld. Any attempt to assign or delegate in violation of this section will be void.

18. NOTICES Notices or non-routine communications between the parties, other than orders, will be in writing, sent by prepaid overnight courier service and shall be effective upon receipt by the party to which notice is given. Notices shall be addressed to the following respective addresses of the parties, or such other addresses as the parties may designate by notice from time to time: If to Seller: The address indicated on Seller’s quotation or the applicable Seller facility to which the purchase order was sent. If to Buyer: To Buyer’s address on its order.

19. WAIVER The failure of Seller to enforce at any time any of the provisions of these conditions of sale shall not be construed to be a continuing waiver of any provisions hereunder nor shall any such failure prejudice the right of Seller to take any action in the future to enforce any provisions hereunder.

20. EXPORT COMPLIANCE (a) Buyer represents and warrants that it will comply with all import and export control laws and regulations, including the United States Export Administration Regulation (“EAR”) and the United States International Traffic in Arms Regulations (“ITAR”), and will retain documentation evidencing such compliance. Buyer will obtain import and re- export approvals and licenses required for Parts, transfers, services and technical data delivered and will retain documentation evidencing compliance with those laws and regulations. Buyer agrees to indemnify and hold Seller harmless from any fines, penalties, or other liability imposed by any government agency arising from any failure of Buyer to comply with such laws and regulations. (b) Seller will deliver Parts cleared for export, but Seller will not be liable to Buyer for any failure to provide Parts, services, transfers or technical data as a result of government actions that impact Seller’s ability to perform, including, but not limited to (i) any governmental failure to provide, or the cancellation of, export or re-export licenses; (ii) any subsequent interpretation of applicable import, transfer, export or re-export law or regulation after the date of any order or commitment that has a material adverse effect on Seller’s performance; or (iii) delays due to Buyer’s failure to follow applicable import, export, transfer, or re-export laws and regulations or to assist Seller in acquiring same. Buyer shall not be relieved of its payment obligations if any of the above events occur. (c) If Buyer designates the freight forwarder for export shipments from the United States, then Buyer’s freight forwarder will export on Buyer’s behalf and Buyer will be responsible for any failure of Buyer’s freight forwarder to comply with all applicable export requirements. Seller will provide Buyer’s designated freight forwarder with required commodity information.

21. GOVERNING LAW, VENUE AND JURISDICTION These conditions of sale and the transactions arising out of Buyer’s purchase order will be governed by the laws of the state where Seller’s facility fulfilling Buyer’s purchase order is located, without regard to conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto, shall not apply. Venue and jurisdiction for all legal proceedings of any kind or nature brought to enforce any provisions of these conditions of sale shall lie within the state and county of Seller’s facility fulfilling Buyer’s purchase order. In no event shall Buyer commence any action arising out of the purchase order or the contract between the parties later than one year after the cause of action has accrued.


23. SETOFF Buyer will not set off any amount, whether or not liquidated, against sums Buyer asserts are due to Buyer, Buyer’s parent, subsidiaries, affiliates or other divisions or units under any transaction with Seller, Seller’s parent, subsidiaries, affiliates or other divisions or units, whether under these conditions of sale or otherwise.

24. SURVIVAL All provisions of these conditions of sale which by their nature should apply beyond completion of Buyer’s order will remain in force after the expiration or any termination of these conditions of sale.

25. SEVERABILITY If any of the provisions of these conditions of sale are at any time held to be invalid or unenforceable, such provisions shall be construed as severable and shall not in any way render invalid or unenforceable the remainder of the provisions which shall remain in full force and effect and, in lieu of the invalid or unenforceable provision, there will be added as part of these conditions of sale one or more provisions as similar in terms as may be valid and enforceable under applicable law.

26. THIRD PARTY BENEFICIARIES Except as expressly provided to the contrary in these conditions of sale, the provisions of these conditions of sale are for the benefit of the parties hereto and not for the benefit of any third party.

27. INDEPENDENT CONTRACTOR The parties acknowledge that they are independent contractors and no other relationship, including without limitation partnership, joint venture, employment, franchise, master/servant or principal/agent is intended by these conditions of sale. Neither party has the right to bind or obligate the other.

28. HEADINGS Headings and captions are for the convenience of reference only and do not alter the meaning or interpretation of these conditions of sale.

29. COMMERCIAL USE Buyer represents and warrants that all purchases of Products hereunder will not be used in the performance of a contract or subcontract with any government in a manner so as to affect Seller’s rights to data, technology, software or other intellectual property supplied by Seller.

30. APPLICATION OF FAR/DFARS CLAUSES FOR THE SALE OF COMMERCIAL ITEMS When a U.S. Government contract is referenced on the face of Buyer’s purchase order, the procurement regulations applicable to the acquisition of “Commercial Items,” as that term is defined in 48 C.F.R. (“FAR”) 2.101, apply with the same force and effect as if set forth verbatim herein. As prescribed in FAR 44.403/52.244-6 and DFARS 244.403/252.244-7000, the following federal procurement regulations (in effect on the date of Buyer’s purchase order) are incorporated into these conditions of sale by reference:

• 52.203-13, Contractor Code of Business Ethics and Conduct
• 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009
• 52.219-8, Utilization of Small Business Concerns
• 52.222-26, Equal Employment Opportunity
• 52.222-35, Equal Employment Opportunity for Veterans
• 52.222-36, Affirmative Action for Workers With Disabilities
• 52.222-50, Combating Trafficking in Persons
• 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels
• 252.225-7009, Restriction on Acquisition of Certain Articles Containing Specialty Metals
• 252.236-7013, Requirement for Competition Opportunity for American Steel Producers, Fabricators, and Manufacturers
• 252.246-7023, Transportation of Supplies by Sea
• 252.247-7024, Notification of Transportation of Supplies by Sea

Capabilities and Cabling Solutions:
  aircraft  Launching Systems  Radar  UAV  Marine  Medical  Fiber  Microwave  Molded and EMI Backshells  Contract