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GENERAL TERMS AND CONDITIONS OF SALE

These General Terms and Conditions of Sale (“Terms and Conditions”) govern all sales of aircraft parts, components, engines, and related products and services by AMTRA Aero Component Solutions, LLC, an Oklahoma limited liability company (“AACS”) to any purchaser (“Buyer”). AACS and Buyer may be referred to individually as a “Party” and collectively as the “Parties.” The Parties, intending to be legally bound, agree as follows:

  1. SCOPE; DEFINED TERMS; INTERPRETATION.

    1. Scope. The aircraft parts industry is highly regulated and requires strict adherence to quality, safety, and compliance standards. These Terms and Conditions are designed to reflect the sophisticated nature of the industry and the complex relationships between suppliers and purchasers of aircraft Parts. They are intended to provide a comprehensive framework for the rights, obligations, and liabilities of both parties in the context of aircraft Parts transactions.

    2. Defined Terms. In addition to the terms defined elsewhere in these Terms and Conditions, the following terms have the meanings set forth below:

“AACS” or “Seller” means AMTRA Aero Component Solutions, including its subsidiaries, affiliates, successors, and assigns.

“AOG” (Aircraft on Ground) means a situation where an aircraft is unable to fly due to a technical issue, requiring immediate Parts or service.

“AR/GR” (As Removed Guaranteed Repairable) Means any part that is in as removed condition does not have a defect that cannot be repaired.

“BER” (Beyond Economical Repair) means a condition where the cost to repair a Part exceeds a predefined threshold of its replacement cost.

“Buyer” means the person, firm, company, or other entity purchasing Parts from AACS.

“Core” means a used aircraft part exchanged for a rebuilt, overhauled, or serviceable part of the same type.

“OEM” means the Original Equipment Manufacturer of a Part.

“Order” means a purchase order submitted by Buyer to AACS for the purchase of Parts.

“Parts” means any aircraft components, engines, auxiliary power units, avionics, rotables, expendables, consumables, or other products sold by AACS, including any related services.

“Sales Quote” means a written quotation provided by AACS to Buyer, specifying the Parts offered for sale and the terms of such offer.

“Specifications” means the technical specifications, drawings, and other documents that define the characteristics and performance requirements of the Parts.

  1. APPLICATION, ACCEPTANCE, AND ENTIRE AGREEMENT.

    1. Applicability. These Terms and Conditions apply to all sales of Parts by AACS to Buyer, whether such sale is made pursuant to an Order submitted by Buyer in response to a Sales Quote or otherwise.

    2. Formation of Agreement. The agreement between AACS and Buyer consists of: (i) these Terms and Conditions, (ii) the applicable Sales Quote (if any), and (iii) the Order accepted by AACS (collectively, the “Agreement”). The Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, whether written or oral.

    3. Acceptance. Buyer’s submission of an Order, acceptance of Parts, or any other performance related to the purchase of Parts constitutes Buyer’s unqualified acceptance of the Agreement.

    4. Conflicting Terms. The Agreement supersedes any conflicting or additional terms contained in Buyer’s Order or any other Buyer documents. AACS hereby objects to and rejects any additional or different terms proposed by Buyer, including those contained in Buyer’s purchase order or other documents, unless AACS expressly agrees to such terms in writing.

    5. Acknowledgment. AACS’s acknowledgment of receipt of an Order does not constitute acceptance of any terms in Buyer’s Order that conflict with the Agreement or a waiver of any terms herein.

    6. Binding Agreement. A binding Agreement between AACS and Buyer shall come into existence upon AACS’s written acceptance of Buyer’s Order or upon commencement of performance by AACS, whichever occurs first.

    7. Amendment. The Agreement may be amended or modified only by a written instrument signed by duly authorized representatives of both parties.

  2. QUOTATIONS, PRICING, AND AVAILABILITY.

    1. Sales Quotes. All Sales Quotes issued by AACS are subject to these Terms and Conditions and are valid for a period of thirty (30) calendar days from the date of issuance, unless otherwise stated in the Sales Quote or the quoted Part is sold sooner.

    2. Pricing. Prices for Parts shall be as set forth in AACS’s then-current price list or as otherwise quoted by AACS in writing. All prices are subject to change without notice and are not guaranteed.

    3. Price Adjustments. AACS reserves the right to adjust prices due to market conditions, supplier price increases, or errors. In the event of a price increase, Buyer will be notified before shipment and may cancel the affected Order without penalty.

    4. Availability. All Orders are subject to Part availability at the time of Order acceptance. AACS shall make commercially reasonable efforts to meet requested delivery dates but does not guarantee availability or delivery dates.

    5. Taxes and Duties. Unless otherwise specified, prices do not include any taxes, duties, levies, or other government fees that may apply to the transaction. Any such taxes, duties, or fees shall be borne by Buyer.

    6. Currency. All prices are in United States Dollars unless otherwise specified in the Sales Quote.

  3. ORDER PROCESS AND ACCEPTANCE.

    1. Order Submission. Buyer shall submit Orders to AACS in writing, specifying the Parts desired, quantity, requested delivery date, and any special requirements.

    2. Order Acceptance. No Order shall be binding upon AACS until accepted in writing by an authorized representative of AACS. AACS reserves the right to accept or reject any Order in whole or in part in its sole discretion.

    3. Order Changes. Any changes to an Order requested by Buyer must be submitted in writing and are subject to AACS’s written approval. AACS reserves the right to adjust prices, delivery dates, or other terms as a result of Order changes.

    4. Order Cancellation. Orders accepted by AACS may not be canceled or rescheduled by Buyer without AACS’s written consent. In the event of cancellation, Buyer may be subject to cancellation charges as determined by AACS.

    5. Minimum Order. AACS reserves the right to specify and enforce a minimum Order value or quantity.

  4. PAYMENT TERMS.

    1. Payment Obligation. Buyer agrees to pay the prices specified in AACS’s Sales Quote or, in the absence of a Sales Quote, AACS’s then-current prices for the Parts at the time of shipment.

    2. Payment Terms for Non-Credit Customers. Unless Buyer has established and maintained approved credit terms with AACS, payment in full is required before shipment of Parts.

    3. Accepted Payment Methods. AACS accepts payment by credit card, ACH transfer, wire transfer, or check. For check payments, funds must clear before shipment release.

    4. Credit Terms. For Buyers with approved credit terms, payment is due within thirty (30) days from the date of invoice, unless otherwise agreed in writing. AACS reserves the right to modify or withdraw credit terms at any time in its sole discretion.

    5. Late Payments. Any amount not paid when due will be subject to a late payment charge of 1.5% per month on the unpaid balance or the maximum rate permitted by applicable law, whichever is less.

    6. Collection Costs. Buyer agrees to pay all costs of collection, including reasonable attorneys’ fees and costs, incurred by AACS in collecting any amounts owed by Buyer.

    7. Right to Suspend Performance. AACS reserves the right to suspend performance, including shipment of Parts, if Buyer fails to make any payment when due or if AACS, in its sole discretion, determines that Buyer’s financial condition or creditworthiness is inadequate.

    8. Setoff. Buyer shall not set off any invoiced amounts against any amount due or alleged to be due from AACS.

  5. DELIVERY AND RISK OF LOSS.

    1. Delivery Terms. Unless otherwise agreed in writing, all sales are made FCA (Free Carrier, Incoterms 2020) AACS’s facility. Risk of loss or damage to Parts passes to Buyer upon AACS’s tender of the Parts to the carrier at AACS’s facility.

    2. Partial Shipments. AACS reserves the right to make partial shipments unless otherwise expressly stipulated in the Order acceptance. Partial shipments shall be separately invoiced and paid for when due.

    3. Shipping Arrangements. Buyer shall be responsible for selecting the freight forwarder and making all shipping arrangements. If Buyer fails to make such arrangements, AACS may, at its option, arrange for shipping at Buyer’s expense.

    4. Title Transfer. Title to Parts shall pass to Buyer upon AACS’s receipt of full payment for the Parts.

    5. Inspection. Buyer shall inspect all Parts promptly upon receipt and notify AACS in writing of any nonconformity or defect within five (5) business days after receipt. Failure to provide such notice shall constitute acceptance of the Parts.

    6. Storage. If Buyer fails to accept delivery of Parts, AACS may store the Parts at Buyer’s risk and expense.

  6. EXCHANGE ORDERS AND CORE RETURNS.

    1. Exchange Transactions. For sales involving the exchange of a Core, the following terms shall apply in addition to all other applicable terms of these Terms and Conditions.

    2. Core Return Deadline. Buyer must return the Core unit to AACS within thirty (30) calendar days of purchase or mutually agreed upon deadline.

    3. Core Eligibility. The returned Core must be of the same part number and modification status as the Part supplied by AACS, unless otherwise agreed in writing prior to the sale.

    4. Core Condition. The Core must have all data plates intact and legible, showing part number and serial number. Cores must be complete and assembled unless otherwise agreed in writing.

    5. Core Charges. If a Core is not returned within the specified timeframe or is deemed Beyond Economical Repair (BER) by AACS, Buyer will be charged, and agrees to pay, the core charge specified in the Sales Quote.

    6. BER Determination. AACS shall have sixty (60) calendar days from the date of receipt of the Core to determine if it is BER. AACS’s determination shall be final and binding.

    7. Repair and Overhaul Charges. Any repair or overhaul costs for the returned Core will be charged to Buyer. For any repair or overhaul of a returned Core, AACS shall invoice Buyer for the repair or overhaul costs upon AACS’s receipt of the vendor’s invoice. Buyer agrees to pay such charges within ten (10) days of invoice. If AACS, in its sole discretion, determines that a vendor’s repair or overhaul quote is excessive, AACS shall notify Buyer and provide Buyer with the following options: (i) proceed with the repair or overhaul at the quoted price; (ii) accept BER status for the Core, in which case Section 7.5 shall apply; or (iii) provide a replacement Core that is (A) of the same part number and modification status and (B) in Serviceable condition equivalent to the condition that would have been achieved through the vendor’s repair or overhaul. Buyer shall notify AACS in writing of its selected option within five (5) business days of receiving notice from AACS. If Buyer fails to make a selection within this timeframe, the Core shall be deemed BER and Section 7.5 shall apply.

    8. Core Documentation. All returned Cores must be accompanied by a completed Core Return Form and appropriate certification documents as specified by AACS.

    9. Exchange Fees. Exchange fees, if applicable, shall be invoiced to Buyer upon shipment of the Part(s). Such fees are separate from and in addition to any core charges that may be assessed pursuant to Section 7.5.

  7. WARRANTIES AND LIMITATIONS.

    1. Limited Warranty. AACS warrants that, at the time of delivery, Parts will:

  1. Conform to the applicable manufacturer’s specifications;

  2. Be free from defects in material and workmanship;

  3. Have good and marketable title, free and clear of any liens or encumbrances; and

  4. Comply with all applicable laws and regulations.

    1. Warranty Period. The warranty period for Parts shall be as follows:

  1. For new (NE), new surplus (NS), overhauled (OH), repaired (REP), tested (TST), inspected (INS), or serviceable (SV) Parts: Sixty (60) days from the date of shipment.

  2. For as removed (AR) Parts: No warranty is provided unless otherwise specified in writing.

  3. For as removed guaranteed repairable AACS will guarantee the unit is repairable. The unit does not have a defect that cannot be repaired. This does not cover the item being deemed BER by the Customer or a Repair Facility due to added cost to return the unit to service.

    1. Exclusive Remedy. AACS’s sole obligation and Buyer’s exclusive remedy under this warranty is limited, at AACS’s option, to any one of the following:

  1. Repair or replacement of the non-conforming Part;

  2. Refund of the purchase price paid for the Part; or

  3. Issuance of a credit for the purchase price paid for the Part.

    1. Warranty Claim Process. To make a warranty claim, Buyer must:

  1. Notify AACS in writing of the alleged defect within the warranty period and request a Return Material Authorization (RMA);

  2. Return the Part to AACS at Buyer’s expense, following AACS’s return procedures; and

  3. Provide documentation evidencing the purchase of the Part from AACS.

    1. Warranty Exclusions. This warranty does not cover:

  1. Normal wear and tear;

  2. Parts that have been altered, misused, neglected, improperly installed, or improperly maintained;

  3. Defects resulting from Buyer’s specifications or design;

  4. Defects resulting from the incorporation of the Part into another product; or

  5. Parts not manufactured by AACS, for which the original manufacturer’s warranty shall apply to the extent it can be transferred to Buyer.

    1. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, AACS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY DISCLAIMED.

    2. Limitation of Liability. IN NO EVENT SHALL AACS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF GOODWILL, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF AACS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AACS’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS SHALL NOT EXCEED THE PURCHASE PRICE OF THE PARTS GIVING RISE TO THE CLAIM.

  1. INTELLECTUAL PROPERTY.

    1. Ownership. All intellectual property rights, including patents, copyrights, trademarks, and trade secrets, in and to the Parts and any related documentation shall remain the exclusive property of AACS or its suppliers.

    2. Limited License. AACS grants Buyer a limited, non-exclusive, non-transferable license to use any software or firmware incorporated into the Parts solely for the purpose of operating the Parts.

    3. Restrictions. Buyer shall not:

  1. Modify, adapt, alter, translate, or create derivative works from any Parts or related documentation;

  2. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software or firmware incorporated into the Parts;

  3. Remove, alter, or obscure any proprietary notices on the Parts or related documentation; or

  4. Use AACS’s trademarks, trade names, or other identifiers without AACS’s prior written permission.

    1. Indemnification. AACS shall defend, indemnify, and hold Buyer harmless from any third-party claim alleging that a Part infringes any valid U.S. patent, copyright, or trademark, provided that:

  1. Buyer promptly notifies AACS in writing of the claim;

  2. AACS has sole control of the defense and all related settlement negotiations; and

  3. Buyer provides AACS with the assistance, information, and authority necessary to perform AACS’s obligations under this section.

    1. Remedies for Infringement. If a Part becomes, or in AACS’s opinion is likely to become, the subject of an infringement claim, AACS may, at its option and expense:

  1. Procure for Buyer the right to continue using the Part;

  2. Replace or modify the Part so that it becomes non-infringing; or

  3. Accept return of the Part and refund the purchase price, less a reasonable allowance for use.

    1. Exclusive Remedy. Section 9.4 and 9.5 state AACS’s entire liability and Buyer’s exclusive remedy for intellectual property infringement claims.

  1. CONFIDENTIALITY AND DATA PROTECTION.

    1. Confidential Information. Each party acknowledges that it may receive confidential or proprietary information of the other party in connection with these Terms and Conditions (“Confidential Information”). Confidential Information shall include, but not be limited to, pricing, technical data, trade secrets, and product roadmaps.

    2. Obligations. Each party agrees to:

  1. Hold the other party’s Confidential Information in strict confidence;

  2. Use such Confidential Information solely for the purposes of performing its obligations under these Terms and Conditions;

  3. Disclose such Confidential Information only to its employees, agents, and contractors who have a need to know and are bound by confidentiality obligations no less restrictive than those contained herein; and

  4. Protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

    1. Exceptions. The obligations of confidentiality shall not apply to information that:

  1. Is or becomes publicly available through no fault of the receiving party;

  2. Is independently developed by the receiving party without use of the disclosing party’s Confidential Information;

  3. Was rightfully known to the receiving party prior to receipt from the disclosing party; or

  4. Is required to be disclosed by law or governmental order, provided that the receiving party gives the disclosing party prompt written notice and cooperates with the disclosing party to seek a protective order or otherwise limit disclosure.

    1. Data Protection. Each party shall comply with all applicable data protection and privacy laws in the collection, use, and storage of personal data and other Confidential Information related to these Terms and Conditions. AACS’s privacy policy, available on its website, governs the collection and use of personal data in connection with these Terms and Conditions.

  1. Compliance with Laws and Export Control.

    1. Compliance. Each party shall comply with all applicable laws, regulations, and ordinances in performing its obligations under these Terms and Conditions, including but not limited to those relating to anti-corruption, anti-bribery, human rights, and environmental protection.

    2. Export Control. Buyer acknowledges that the Parts may be subject to U.S. and other applicable export control laws and regulations. Buyer shall:

  1. Comply with all applicable export control laws and regulations in the import, export, re-export, or transfer of Parts;

  2. Obtain all necessary licenses, permits, and authorizations required for the import, export, re-export, or transfer of Parts;

  3. Not sell, transfer, export, re-export, or otherwise dispose of any Parts to any destination, entity, or person prohibited by applicable laws or regulations;

  4. Maintain records of all exports and re-exports of Parts and make such records available to AACS upon request; and

  5. Cooperate with AACS in any official or unofficial audit or inspection related to export control laws or regulations.

    1. Anti-Corruption. Neither party shall offer, promise, give, or receive any bribes, kickbacks, or other improper payments in connection with these Terms and Conditions. Each party shall comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and all other applicable anti-corruption laws and regulations.

    2. Sanctions Compliance; Customer Due Diligence.

      1. Buyer Representations and Warranties. Buyer represents and warrants, on an ongoing basis, that:

  1. Neither Buyer nor any of its directors, officers, employees, agents, or shareholders is subject to sanctions or designated on any list of prohibited or restricted parties maintained by the U.S., EU, UK, or other applicable jurisdiction, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List;

  2. Buyer is not owned or controlled, directly or indirectly, by any person or entity subject to such sanctions or designations;

  3. Buyer is not located, organized, or resident in a country or territory that is subject to comprehensive sanctions; and

  4. Buyer will not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any Parts to or through any person, entity, or destination prohibited under applicable sanctions laws and regulations.

    1. Customer Due Diligence. Prior to any sale, Buyer shall provide AACS with such information and documentation as AACS may request to conduct appropriate customer due diligence, including: (i) corporate registration documents; (ii) ownership and control information; (iii) banking and payment information; (iv) end-user and end-use information for the Parts; and (v) export/import licenses and authorizations, where applicable. AACS reserves the right to screen Buyer and related parties and transaction patterns against applicable restricted party lists on an ongoing basis.

    2. Ongoing Compliance. Buyer shall immediately notify AACS of any change in circumstances that would affect the accuracy of the representations in Section 11.4.1. Buyer shall maintain complete and accurate records of all transactions involving the Parts, including end-user information, for a minimum of five (5) years. Upon AACS’s request, Buyer shall provide documentation verifying the final destination and end-use of any Parts.

    3. Rejection and Termination Rights. AACS reserves the right to: (i) reject any Order or terminate any agreement with Buyer if AACS reasonably believes that the transaction may violate applicable sanctions laws or regulations; (ii) require additional compliance certifications or documentation before proceeding with any transaction; and (iii) take any other actions that AACS determines, in its sole discretion, are necessary to comply with applicable sanctions laws and regulations.

    4. Indemnification. Buyer shall indemnify and hold harmless AACS from and against any and all claims, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to any breach of this Section 11.4.

  1. FORCE MAJEURE.

    1. Force Majeure Events. Neither party shall be liable for any failure or delay in performing its obligations under these Terms and Conditions to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, wars, civil disturbances, strikes, governmental actions, pandemics, epidemics, quarantines, embargoes, or severe weather conditions (“Force Majeure Event”).

    2. Notice. The party affected by a Force Majeure Event shall promptly notify the other party in writing of the nature and expected duration of the Force Majeure Event.

    3. Mitigation. The affected party shall use reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably possible.

    4. Termination. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected Order(s) by providing written notice to the other party.

  2. DISPUTE RESOLUTION.

    1. Agreement to Arbitrate. All disputes, claims or controversies arising out of or related to these Terms and Conditions or any other document included in the Agreement or the breach, termination, enforcement, interpretation, or validity hereof or thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved exclusively through binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (AAA), which arbitration shall be final and binding upon the parties. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or if no agreement can be reached, then appointed by the AAA. The place of arbitration shall be Tulsa, Oklahoma, and the language of the arbitration shall be English.

    2. Confidentiality. The arbitration proceedings shall be confidential, and the parties commit to maintaining the confidentiality of the proceedings and any decision or award issued by the arbitrator, except as required by applicable law.

    3. Costs of Arbitration. The parties shall equally share the fees and expenses of the arbitrator. However, the prevailing party in any arbitration shall be entitled to recover from the other party its reasonable attorney’s fees and costs incurred in connection with the arbitration.

    4. Binding. The arbitration award shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction.

    5. No Class Arbitrations, Consolidations or Joinder. No arbitration under these Terms and Conditions or any other document included in the Agreement shall be joined to an arbitration involving any other party subject to these Terms and Conditions, whether through class arbitration proceedings or otherwise.

    6. Negotiation. In the event of any dispute arising out of or relating to these Terms and Conditions, the parties shall first attempt to resolve the dispute through good faith negotiations between senior executives of each party.

    7. Severability. If any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the rules and procedures established by the designated arbitration institution, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein.

    8. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THESE TERMS AND CONDITIONS OR ANY OTHER DOCUMENT INCLUDED IN THE AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR ANY OTHER DOCUMENT INCLUDED IN THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

    9. Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

    10. New York Convention. The parties agree that the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention) shall apply to the enforcement of any arbitration award rendered pursuant to this agreement.

  3. INDEMNIFICATION.

    1. Buyer’s Indemnification. Buyer shall indemnify, defend, and hold harmless AACS, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

  1. Buyer’s use, sale, or distribution of the Parts;

  2. Buyer’s breach of these Terms and Conditions;

  3. Any negligent acts or omissions or willful misconduct of Buyer or its employees, agents, or representatives; or

  4. Any violation of applicable laws or regulations by Buyer.

    1. AACS’s Indemnification. AACS shall indemnify, defend, and hold harmless Buyer, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

  1. Any claim that a Part infringes a third party’s intellectual property rights, subject to the limitations set forth in Section 9;

  2. AACS’s breach of these Terms and Conditions; or

  3. Any negligent acts or omissions or willful misconduct of AACS or its employees, agents, or representatives.

    1. Indemnification Procedure. The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim subject to indemnification; (b) give the indemnifying party sole control over the defense and settlement of such claim; and (c) provide the indemnifying party with reasonable assistance in the defense and settlement of the claim, at the indemnifying party’s expense.

  1. INSURANCE.

    1. Buyer’s Insurance. Buyer shall maintain, at its own expense, comprehensive general liability insurance, including product liability coverage, with limits of not less than $5,000,000 per occurrence and $10,000,000 in the aggregate. Such insurance shall name AACS as an additional insured.

    2. AACS’s Insurance. AACS shall maintain, at its own expense, comprehensive general liability insurance, including product liability coverage, with limits of not less than $10,000,000 per occurrence and $20,000,000 in the aggregate.

    3. Certificates of Insurance. Upon request, each party shall provide the other with certificates of insurance evidencing the coverage required under these Terms and Conditions.

  2. MISCELLANEOUS.

    1. Assignment. Neither party may assign its rights or delegate its obligations under these Terms and Conditions or any other document included in the Agreement without the prior written consent of the other party, except that AACS may assign its rights and obligations to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

    2. Severability. If any provision of these Terms and Conditions or any other document included in the Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

    3. Headings. The headings in these Terms and Conditions are inserted for convenience or reference only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of these Terms and Conditions or any provision of these Terms and Conditions.

    4. Waiver. No waiver of any breach of these Terms and Conditions or any other document included in the Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

    5. Notices. All notices required or permitted under these Terms and Conditions and all other documents included in the Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by a nationally recognized overnight courier service to the other party at the address set forth in the Order or to such other address as the party may designate in writing.

    6. Governing Law. These Terms and Conditions and all other documents included in the Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, United States of America, without giving effect to any choice of law or conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and Conditions.

    7. Relationship of Parties. The relationship between AACS and Buyer is that of independent contractors. Nothing in these Terms and Conditions or any other document included in the Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

    8. Survival. The provisions of these Terms and Conditions which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms and Conditions, including Sections 8 (Warranties and Limitations), 9 (Intellectual Property), 10 (Confidentiality and Data Protection), 13 (Dispute Resolution), 14 (Indemnification), and 16 (Miscellaneous).

    9. Language. These Terms and Conditions are written in the English language. Any translation into another language shall be for convenience only, and the English language version shall control in the event of any conflict or discrepancy.

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