General Terms and Conditions for Purchase

1st of March 2023

1. SUBJECT
These conditions define the terms applicable to the purchase of merchandise and/or provision of service made
by Kit Aero with its Supplier/manufacturer.
Our quality of purchase requirements regulate the quality of purchase for any aeronautic product, equipment
and specific tool.
The company KIT AERO offers a large range of aeronautic products for civilian and military programs as well as
maintenance and support equipment. The company offers an additional asset for its customers by constantly making
new products and new technologies available.
The quality, reliability, traceability and technicality of the products supplied by KIT AERO meet the requirements
of the national and international aeronautic market’s agreement. In the light of this, we must establish a trustworthy
relationship with our Suppliers.
To achieve this, we demand the « quality of purchase » requirements to be respected for every KIT AERO purchase
Order.

2. REQUEST FOR QUOTATION
The proposal of the Supplier must specify all the requirements mentioned in the KIT AERO quotation request. If
the Supplier cannot meet a requirement, they must formally express it in writing and possibly provide an appropriate
solution. All prices exclude tax and/or VAT if the product is intended for export. The period of validity of the offer, the
guarantee period, delivery terms and payment conditions must be specified.

3. ORDER FORM AND AKNOWLEDGEMENT OF RECEIPT
The Supplier is to acknowledge receipt of the Order.
Without a confirmation acknowledgement, and after a period of 7 working days from the date of sending Order,
the Order is deemed to have been accepted according to the conditions specified therein and KIT AERO reserves the
right to cancel the Order in writing with immediate effect. The Order gives no exclusiveness to the Supplier.
Any modification, even minor, of the Order shall be the subject to prior written agreement by our Company and
an amendment to the Order.

4. PRICE – INVOICE
Unless otherwise stipulated in a special agreement, the prices of the products or services are fixed on the
Purchase Order. They remain firm and fixed and are quoted «DDP Montpellier» (INCOTERM 2020). Unless otherwise
stipulated, the price includes packaging costs as well as any other costs, risks or charges related to the execution of
the order. No additional cost, of any kind, will be allowed, unless prior written agreement of KIT-AERO specially
indicated on the purchase order.
Each invoice will be issued on the date of delivery of the products at the earliest. It must recall all the indications
of the Purchase Order especially PO number (starting with «CF/YEAR») allowing the identification and control of the
products.
One electrical copy of the invoice must be sent to invoices@kit-aero.com.

5. DELIVERY – COMPLAINT
For the entire delivery – attach all of the following documents to the equipment:
• Delivery note
• Declaration of compliance (+the original manufacturer’s declaration of compliance if the original
manufacturer is not the recipient of the Order)
• Calibration Certificate (if equipment subject to calibration)
The manufacturer must ship the products and/or merchandise in compliance with the elements requested in the
Order and with potential riders from KIT AERO.
Delivery notes, certificates and any other document must specify the product or equipment references as they
are mentioned in the KIT AERO’s Order as long with the date of order, order reference (generally starting with
CF/YEAR), the number of package, gross weight of each package, the type an date of transport.

The declaration of compliance must be established under the NF L00-015 norm.
Lead time and delivery date are indicated in the Purchase Order. The acceptance by the Supplier of the order
implies its irrevocable commitment to respect the deadlines and delivery dates defined or acknowledged by the
Supplier in agreement with KIT-AERO. The delivery times and dates indicated are an essential element of the order
and cannot be changed, unless prior written agreement from KIT-AERO. The Supplier must inform KIT-AERO without
delay of any event likely to delay the execution of the order and must make all reasonable efforts to minimize delivery
delays and their consequences.

6. NON-COMPLIANT PRODUCT
The Supplier/manufacturer must inform us of any non-compliant product and their decision about them. The
Supplier/manufacturer agrees not to modify the purchased product, its manufacturing process or manufacturing
location without the written KIT AERO’s prior consent.
In the event of non-compliance detection, the Supplier and their own Suppliers must advise KIT AERO.
An exemption request can be sent to KIT AERO.
No non-compliant product must be delivered to KIT AERO.
KIT-AERO has the right to refuse any product that do not comply with the order, specifications or prior indications.
The refusal will be made by sending a written non-compliance complaint. KIT-AERO will do everything possible to
notify the Supplier of apparent defects as soon as possible, as soon as the inspection operations allow their detection.
In return, the Supplier renounces to oppose the tardiness of the claim.

7. RETURNED MERCHANDISE AND/OR PRODUCTS
In the case of a returned product, the shipping charges will be at the Supplier’s cost.
The Supplier must perform the appropriate analyses and keep KIT AERO informed of its analysis and corrective
actions planned to correct the defect encountered on the product and/or merchandise concerned.
In the event that our Order cannot be fulfilled, particularly following a return due to a defect in the product and/or
equipment received, KIT AERO requires the establishment of a credit note. Return shipping will be at the Supplier’s
cost.

8. WARRANTY
The Supplier, as a professional of its specialty, is bound by an obligation of results and assumes in this respect the
full responsibility of the product, its design, its manufacturing process, technical choices to be implemented for its
realization and its suitability for the use to which it is intended, of which the Supplier declares to have perfect
knowledge.
The Supplier guarantees the product from delivery against any lack of conformity with the order and/ or
documents, whether they come from a design or manufacturing defect, as more generally against any defect, apparent
or hidden. The warranty covers all personal, material and immaterial damages and the additional costs that would
result from the non-performance of the obligation of compliant delivery by the Supplier (example: exceptional
transport costs, labour costs, replacement of products, etc.).
Unless otherwise expressly provided by the Parties, the Supplier’s warranty is twelve (12) months from the day
of control of the goods by KIT-AERO.

9. PRESERVATION OF PRODUCT QUALITY DURING SHIPMENT AND RISKS
Depending on the merchandise and/or product, a suitable packaging must protect said merchandise and/or
product. This protection must be efficient during all handling and transportation steps. The Supplier must determine
and report all preservation conditions to the transporter. For bulk products, it must be insured that the packaging
avoids any loss or damage after a shock.
The risks related to the products are kept by the Supplier until the actual delivery of the products to KIT-AERO, or
receipt of services by KIT-AERO. No retention of title clause stipulated by the Supplier may be invoked or opposed to
KIT-AERO unless it has been expressly accepted in writing.

10. CONFIDENTIALITY
Any drawing, plan, data, equipment, or other material and/or information provided by KIT-AERO will be
considered confidential information belonging exclusively to KIT-AERO. Supplier agrees to treat as strictly confidential
any material and/or information belonging to KIT-AERO disclosed for the purposes hereof and to prevent any
communication or disclosure of the material or information to any third party without the prior written consent of KIT-AERO. Any written, oral communication or publication concerning the order, or its content may not be made without the prior written consent of KIT-AERO. Upon completion of the order, the Supplier undertakes to immediately
return to KIT-AERO, at its request, all confidential documents relating to it.

11. INSURANCE
The Supplier shall be solely liable in respect of KIT-AERO and third parties, for any damage to property or other material damage, loss or damage resulting from the performance by the Supplier, its employees, agents or sub-contractors of the Supplier’s obligations under the order. The Supplier will take out any insurance policy adapted to
cover the consequences of its liability that may be incurred vis-à-vis KIT-AERO and hereby agrees to compensate KIT-AERO against any damages and other consequences of the Supplier’s liability.

12. SUBCONTRACTING
The Supplier may not assign and/ or transfer, even free of charge, in whole or in part, the order, unless prior and express agreement from KIT-AERO. The order cannot be subcontracted, in whole or in part, directly or indirectly, by the Supplier without the prior and express consent of KIT-AERO.
If the Supplier is authorized to subcontract all or part of the order to one or more third parties, it remains solely and fully responsible and liable to KIT-AERO for the execution of the order and the general conditions of purchase. It shall compensate KIT-AERO against any claim by subcontractors.

13. RESILIATION
It is expressly agreed that KIT-AERO may, without prejudice to any damages to which it may claim, terminate, in whole or in part, by registered letter with an acknowledgement of receipt, any order in the event of partial or total non-performance by the Supplier of any of its obligations under the said order, after formal notice by registered letter with acknowledgement of receipt remained unsuccessful at the expiry of a period of fifteen (15) days from its receipt.
Termination shall take effect immediately.

14. STANDARDS-WATCH
The Supplier commits to providing the product and/or merchandise according to the index of the applicable standard. This also applies if the product and/or merchandise is produced according to specifications or custom designed. The Supplier commits to letting us know of any normative evolution or any other specification as well as any change that may occur at the time of the request for quotation and/or Order.
Otherwise, the Order is considered as not fulfilled.

15. DATA RETENTION
For after-delivery analysis purposes, the manufacturer is required to take measures to keep, in an appropriate way, any necessary document used to prove the compliance and traceability of the products delivered to KIT AERO.
The retention period for these documents must respect legal and/or regulatory periods and should be in line with the offered guarantee period.

16. ACCESS RIGHT
An access right must be granted by the Supplier/manufacturer to us, our customers and the national authorities to every level of the supply chain and of the registration procedures applicable to this Order.

17. INTELLECTUAL PROPERTY
The Supplier warrants that the products do not infringe any patent, license, design, copyright, or other intellectual or industrial property rights of any third party. The Supplier declares that it owns all rights to use, manufacture and sell the products.
The Supplier guarantees KIT-AERO against any claim or action for infringement of intellectual or industrial property rights belonging to a third party.

18. PERSONAL DATA
The Supplier is informed of the regulations concerning Law no. 78-17 of 6 January 1978, as amended, relating to information technology, files and freedoms, and the General Data Protection Regulation no. 2016-679 and the General Data Protection Regulation (GDPR) No. 2016-679.

19. JURISDICTION REGULATIONS
In the event of a dispute arising from the validity, interpretation, execution, or termination of the present, their consequences and, after an attempt to find an amicable solution that has not resulted in thirty (30) days from the request by one of the parties to resolve the dispute amicably, the dispute will be the exclusive jurisdiction of the commercial court of Montpellier, regardless of the place of delivery, the methods and the place of payment, even if it
is done by resident treats, including in summary proceedings notwithstanding the cases of multiple defendants or
guarantee call.
The purchases and sales in our company are only regulated by French law, excluding the Vienna Convention for international sales and any rule of conflict of laws or otherwise that could cause the application of any provisions other than French law. The procedure would be conducted in French.

20. SUPPLIER ACCEPTANCE
The present general conditions of purchase as well as our orders, are expressly accepted by the Supplier, who declares and acknowledges having a perfect knowledge, and renounces, therefore, to rely on any contradictory document and, in particular, its own general conditions of sales.