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AEROXS, INC.

SALES AGREEMENT

STANDARD TERMS AND CONDITIONS (STC2007 rev1)

1. Scope and Purpose of Agreement. AEROXS, INC. (hereinafter referred to as “AEROXS”) is a helicopter parts dealer and Buyer is interested in purchasing specific items in the shipping list attached hereto (hereinafter referred to as the “Parts”). The purpose of this Agreement is to arrange the prices and terms and conditions by which AEROXS shall sell the Parts to the Buyer.

2. Acceptance. This Agreement constitutes AEROXS’s offer to Buyer, and becomes a binding Agreement upon the terms and conditions herein when it is accepted by the Buyer by signing this Sales Invoice and Agreement on the front page hereof. No revision of this Agreement or any of the terms and conditions hereof shall be valid unless in writing, and signed by the President of AEROXS, Frederic Vautier; and no condition stated by Buyer in acceptance of or acknowledging this Agreement shall be binding upon AEROXS if it is in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless expressly accepted in writing by the President of AEROXS on its behalf.

3. Delivery. Unless specifically agreed in writing, AEROXS shall deliver the Parts to the Buyer EX Works, AeroXS. At or before delivery, Buyer shall pay AEROXS the full purchase price in accordance with paragraph 4 herein below. AEROXS shall verify that all funds have been properly and irrevocably credited to AEROXS in the amount of the purchase price. AeroXS shall have no obligation to Buyer until the verification of the receipt of funds has been made. After confirmation of payment, Buyer or a common carrier chosen by Buyer shall sign the shipping list, whereupon Buyer shall have accepted delivery and title, and risk of loss or damage to the shipment shall at that time pass to Buyer.

4. Purchase Price and Terms of Payment.

4.1 Purchase Price. The purchase price for each portion of Parts sold by AEROXS to Buyer shall be the price mutually agreed upon by AEROXS and Buyer (the “Purchase Price”). Unless otherwise agreed in writing, all Purchase Prices are EX Works AeroXS, and do not include shipping, insurance and related charges. If no Purchase Price or way to determine Purchase Price is set forth on the face hereof, this order shall be accepted and paid in accordance with the Purchase Price last quoted to Buyer, or paid by a customer of AEROXS, or the prevailing market price, whichever is highest.

4.2 Terms of Payment. Unless otherwise mutually agreed, the terms of payment of the Purchase Price shall be advance payment.

4.3 Payments. All payments to AEROXS shall made be in United States dollars, net free and clear of all taxes, duties and charges without withholding, set-off or counterclaim of any kind and shall be made to the account of AEROXS as notified to Buyer by AEROXS.

5. Taxes. In addition to the Purchase Price, all taxes, assessments, duties, imposts, tariffs, levies and/or excise taxes (excluding income tax of AEROXS) which may be imposed by any taxing authority arising from the sale, and/or from the delivery, transportation or use of the Parts including, but not limited to, all applicable State Sales or Use taxes (unless said Sales and Use taxes are not applicable because of an exemption and Buyer provides an exemption certificate), shall be paid by Buyer. Buyer agrees that if it is offering the Part for re-sale, it will collect all applicable taxes and remit them to the proper authorities.

6. Assignment. Buyer shall not assign this Agreement or the right to the Parts due hereunder, without AEROXS's prior written consent.

7. Default Remedies. Buyer will be in default under this Agreement if, for any reason: (1) Buyer does not fully pay, when due, any payment due in connection with this Agreement, (2) Buyer fails to perform, in a full or timely manner, any agreement or obligation under this Agreement or its attachments, (3) any representation or warranty of Buyer to AEROXS is false when made, (4) a bankruptcy, insolvency, or receivership proceeding (or any related proceeding in a jurisdiction other than the United States) is filed against Buyer, and is not dismissed within 30 days of filing, (5) Buyer files or acquiesces in any bankruptcy, insolvency, or receivership proceeding, as debtor, or (6) the condition of Buyer's affairs changes so that, in AEROXS's President's sole and absolute opinion, AEROXS's credit risk is increased, or that AEROXS in good faith believes that the prospect of Buyer's payment or performance is impaired. If any such default occurs, AEROXS may, in its sole discretion and without giving notice to Buyer, exercise one or more of the following remedies as it desires: (a) terminate this Agreement and its attachments, if any, and be under no further duty to perform any act (whether or not consequential damages might result therefrom), (b) declare all Buyer's obligations under this Agreement to be immediately due and payable, (c) take legal action to enforce Buyer's obligations under this Agreement, including suing for damages or filing any injunction against Buyer's use of any Parts, (d) apply any advance payment, deposit, or similar money that it holds to any amount that Buyer owes, and (e) exercise any other rights that AEROXS then has under the Uniform Commercial Code or other applicable law. None of the remedies set forth in this paragraph is exclusive; each is cumulative, and in addition to the others described in this Agreement or available at law or in equity.

8. Payment - Late Charges. Buyer agrees to pay a late charge of $100 a day as reasonable liquidated damages (and not as a penalty) for all past due bills to compensate AEROXS for additional expenses of bookkeeping and clerical services. All past due bills, including late charges will bear interest at the Georgia rate of 1½% per month on all outstanding invoices more than 30 days past due.

9. Collection - Attorney's Fees. If AEROXS chooses upon default to collect past due bills through use of an attorney, AEROXS will provide Buyer with notice that he/she/it has ten (10) days within receipt to pay the debt in order to avoid attorney's fees. Upon expiration of ten (10) days and without payment of PRINCIPAL AND INTEREST IN FULL, Buyer agrees to pay the maximum attorney's fees available by law.

10. AEROXS a Dealer. By sending us a Purchase Order BUYER acknowledges that AEROXS is not the manufacturer, re-builder, repairer, over hauler or otherwise responsible for the manufacture or maintenance of the Part and is merely a seller of helicopter parts. Further, AEROXS has not, nor is it required to, engaged in an inspection, testing or any other process to insure the correct operation or design of the Part or the properties of the materials used in manufacturing the Part. To the extent that Buyer seeks recourse as to the incorrect design, operation or other fault with the Part, Buyer’s only recourse is against the manufacturer or over hauler of said Part. BUYER understands and acknowledges that the purchase price includes only the price of the Part and that if any representations or warranties were included with this sale, the purchase price of the Part would be substantially higher. Buyer is not looking to AEROXS for warranties as to the Part and is willing to forgo such warranties as consideration for the lower purchase price. To the extent assignable by contract or by applicable law and only to that extent, AEROXS assigns to BUYER any and all warranties granted to AEROXS from the manufacturer, seller, service center and/or the over hauler.

11. Warranty Disclaimer. ALL PARTS SOLD BY AEROXS HEREUNDER SHALL BE DELIVERED AND SOLD "AS IS" AND "WITH ALL FAULTS" CONDITION AND WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND OTHER THAN AS NOTED IN PARAGRAPH 10 HEREINABOVE. AEROXS MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE ARE EXCLUDED FROM THIS AGREEMENT AND SHALL BE EXCLUDED FROM SUBSEQUENT SALES AGREEMENTS BETWEEN BUYER AND ANY THIRD PARTY PURCHASER.

In addition, Buyer shall include in all invoices, agreements or contracts providing for the sale to any customer of any Parts by Buyer the following provisions in the following form which shall apply also between AEROXS and Buyer: "THE PARTS TO BE SOLD HEREUNDER SHALL BE SOLD WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE WHATSOEVER ON THE PART OF THE SELLER OR ANY PERSON, FIRM OR CORPORATION FROM WHOM THE SELLER ACQUIRED POSSESSION THEREOF INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANT OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE PROVIDED. THE BUYER HEREBY RELEASES AND AGREES TO HOLD HARMLESS THE SELLER AND ANY PERSON, FIRM OR CORPORATION FROM WHOM THE SELLER ACQUIRED POSSESSION THEREOF FROM ANY AND ALL LIABILITY ARISING OUT OF ANY DEFECT IN ANY SUCH MATERIAL SOLD HEREUNDER WHETHER OR NOT CAUSED BY NEGLIGENCE ON THE PART OF THE SELLER OR SUCH OTHER PERSON, FIRM OR CORPORATION AND IN NO EVENT SHALL SELLER OR SUCH OTHER PERSON, FIRM OR CORPORATION BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY TYPE OR KIND.”

12. Indemnification and Hold Harmless. Buyer shall indemnify and hold AEROXS and its directors, officers, owners, affiliates, agents, and employees harmless from and against any and all claims, losses, expenses, damages, causes of actions and liabilities of every kind and nature, including without limitation, reasonable attorney's fees arising out of, or related to, Buyer's acts or omissions, performance hereunder, or from any other acts or omissions of Buyer, its officers, agents, employees, subcontractors, and guests, howsoever caused, instituted by third persons other than Buyer. Buyer shall indemnify and hold harmless AEROXS and its directors, officers, owners, affiliates, agents and employees, from and against any and all claims, losses, expenses, damages, causes of action and liabilities of every kind and nature, including without limitation reasonable attorneys fees, arising out of or related to AEROXS's acts or omissions or performance hereunder, or from any other acts of AEROXS, its directors, officers, owners, agents, employees, subcontractor and agents, or acts of designer, architect, manufacturer, repairer, over hauler, restorer or inspector, howsoever caused, instituted by third persons other than Buyer. This provision does not impose any indemnity or hold harmless obligation on Buyer for an incident that is the result of AEROXS's sole negligence.

13. Indemnification, Alteration or Modification. Buyer assumes full responsibility for and agrees to indemnify and hold harmless AEROXS, its officers, directors, owners, agents and employees from and against any and all liability, loss, claims, damages, costs, or expenses, including attorney's fees, incurred or suffered in consequence either of bodily injury to any Buyer, employee or agent of Buyer, or any third party, or damage to any property in the event that any Parts supplied by AEROXS are subsequently altered or modified by Buyer or any third party. Buyer agrees to defend AEROXS against any such claims with counsel approved by AEROXS, and to pay for any separate counsel that AEROXS retains if AEROXS concludes that separate counsel is appropriate. This provision does not impose an indemnity obligation for an incident that is the result of AEROXS's sole negligence.

14. Limitation of Liability. AEROXS, its officers, directors, owners, agents, and employees, shall not be liable for any special, incidental, or consequential damages to Buyer, or its agents, or any third party, based upon breach of contract, breach or warranty, or negligence as a result of AEROXS's performance under this Agreement. Such damages for which AEROXS will not be liable include but are not limited to loss of profits, loss of revenue, loss of use of equipment, or downtime. Furthermore, if AEROXS furnishes Buyer with advice or other assistance not associated with this Agreement, the furnishing of such advice or assistance will not subject AEROXS to any liability, whether in contract, warranty, tort or otherwise. The limitations contained in this paragraph do not create an indemnification for an incident that is the result of AEROXS's sole negligence.

15. Delays of Performance. AEROXS will make every effort to complete performance of this Agreement in a reasonable period of time. AEROXS, its officers, directors, agents, and/or employees assume no responsibility or liability for loss, damage, or delay caused by Acts of God, fire, floods, war, embargoes, labor disputes, acts of sabotage, riots, accidents, delays of carriers, voluntary or mandatory compliance with any governmental act, regulation or request, or any other cause or causes beyond AEROXS's reasonable control, including, but not limited to, late delivery to AEROXS by the over hauler. In the event of delay due to any such cause, the time of performance will be postponed by such length of time as may be reasonably necessary to compensate for the delay. AEROXS will not be liable for any consequential damages to Buyer or any third party due to any such delay.

16. Disclosure of Information. Except as may be otherwise provided in a writing signed by a duly authorized representative of AEROXS, any information, suggestion or idea transmitted by Buyer to AEROXS is not to be regarded as secret or submitted in confidence and no compensation of any kind or in any amount will be paid by AEROXS if it should elect to use or disclose such information.

17. Successors. This Agreement shall benefit and bind AEROXS and Buyer, and the successors and assigns of each.

18. Entire Agreement. This Agreement and any attachments constitutes the entire understanding between AEROXS and Buyer as to the subject matter that it covers. Neither AEROXS nor Buyer will be bound by any amendment, waiver, or other change, unless it is in writing and signed by the party to be bound by it.

19. Severability. The parties agree that should any provision hereof or of any covenant or agreement delivered in connection herewith be ruled to be unenforceable by a court of competent jurisdiction, then such ruling shall not affect the validity or enforceability of any other provision hereof or of any other covenant or agreement delivered in connection herewith.

20. Miscellaneous.

20.1 Headings. The headings of the various sections hereof are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

20.2 Governing Law and Jurisdiction. This Agreement and the rights and remedies of the parties hereto shall be interpreted, construed, and enforced in accordance with the laws of the State of Georgia, United States of America, regardless of Buyer's location or the place where the Parts shall be delivered. Buyer agrees to submit to non-exclusive jurisdiction of any state or federal court in Georgia, United States of America, selected by AEROXS or its assignee, and not to object to its jurisdiction or venue, regardless of where Buyer is located at the time.

20.3 Non-waiver. Any acceptance by AEROXS of partial or delinquent payments, or any failure by AEROXS to exercise any rights hereunder, shall not waive any obligation of Buyer or any right of AEROXS, or waive any other similar default.

20.4 Authorized Signature. If Buyer is a corporation, partnership or other entity, the person who is signing on behalf of the Buyer represents, warrants and certifies that said person is authorized to bind said entity and is acting with the requisite authority under state law and said entity's governing documents to bind such entity. If said representation, certification or warranty is not correct, said person executing this document will individually compensate, indemnify and hold harmless from any losses damages, expenses, or unpaid bills, as provided for hereunder, said person hereby personally and individually assuming all obligations of Buyer hereunder.

Document Reference: AQD 043/0
Revision Date: 05/20/2011

Sales Fax: +1 (478) 237-0028

© AeroXS, Inc 2006-2017