Terms and Conditions

Name of Company

SAFEFLIGHT AVIATION, LLC

Registered Office Address

1489 W Palmetto Park Rd Suite 500
Boca Raton FL 33486

Contact Details

E: sales@safeflightaviation.net

T: 1 (561) 354- 7907

Business Registration Number

EIN Number 99-2372399

Regulatory Authority: FLORIDA

Reg. No. L24000145445

TERMS AND CONDITIONS OF SALE

SafeFlight Aviation, LLC and Affiliates

EFFECTIVE DATE: 2024 | CURRENT VERSION

These Terms and Conditions of Sale ("Terms") govern all purchase orders, quotations, and sales transactions between SafeFlight Aviation, LLC, its subsidiaries, and affiliates (collectively, "Supplier") and any procuring entity, including but not limited to corporations, individuals, partnerships, governments, or authorized representatives ("Buyer"). These Terms apply to all products, parts, engines, systems, components, and services offered for sale by Supplier ("Products").

1. APPLICABILITY AND CONTRACTUAL HIERARCHY

1.1 Scope. These Terms apply to every purchase order, quotation request, price quote, order acknowledgment, and transaction involving Products. These Terms represent the complete and exclusive agreement between the parties unless a separate, fully executed master services agreement, framework agreement, or contract expressly referenced on Buyer's purchase order supersedes these Terms in specific, identified sections.

1.2 Order of Precedence. In the event of conflicting provisions, documents shall be interpreted in the following order:

(a) Separate signed master agreement (if executed and current)

(b) Supplier's written purchase order acknowledgment or order confirmation

(d) Supplier's written quotation

Buyer's purchase order terms and conditions are expressly rejected unless incorporated by written amendment signed by an authorized Supplier representative. Verbal understandings, email threads, instant messages, and preliminary discussions have no binding effect.

1.3 Acceptance. Supplier's acceptance of Buyer's purchase order occurs upon: (a) Supplier's issuance of a written order confirmation or acknowledgment; (b) Supplier's commencement of performance (including manufacturing, procurement, or shipment); or (c) acceptance of payment, whichever occurs first. Automated order acknowledgments via email or portal do not constitute acceptance. Buyer's continued dealing with Supplier, acceptance of Supplier's services, use of Products, or silence beyond 10 business days of Supplier's quotation constitutes Buyer's acceptance of these Terms.

2. QUOTATIONS AND PURCHASE ORDER REQUIREMENTS

2.1 Non-Binding Quotations. All quotations, whether written, oral, electronic, or transmitted via quotation platforms, are estimates only and are not binding offers. Quotations expire ninety (90) calendar days from the quotation date unless extended in writing by Supplier. Quotations are subject to change based on market conditions, material availability, and supplier costs.

2.2 Minimum Order Requirements. Buyer acknowledges that Supplier maintains minimum order quantities for certain Products. Supplier reserves the right to impose surcharges for orders below minimum quantities, consolidate small orders with future shipments, or decline orders that do not meet Supplier's operational thresholds.

2.3 Purchase Order Specifications. All purchase orders must include:

(a) Supplier's part number or complete technical specifications referenced in Supplier's quotation

(b) Description of the Product and applicable condition (new, serviceable, overhauled, as-removed, etc.)

(d) Unit price and total order value in USD

(e) Quantity and unit of measure

(f) Shipping address, invoice address, and contact information (including email and phone)

(g) Buyer's purchase order number and Supplier's quotation number (if applicable)

(h) Carrier preferences, transportation method, and special routing/packing/labeling/handling requirements, if any

(i) CRITICAL: End-use, end-user identification (company name, country of destination), and statement of whether Products will be used for military, quasi-military, defense, or civilian purposes

(j) Regulatory compliance requirements and certifications required (FAA, EASA, military standard, etc.)

2.4 Incomplete Purchase Orders. Supplier may, in its sole discretion, reject purchase orders that lack required information. Supplier will provide Buyer five (5) business days to supplement incomplete purchase orders. If information is not provided within this period, Supplier may cancel the order without liability.

3. PRICING, ESCALATION, AND COST ADJUSTMENTS

3.1 Price Quotation Terms.

(a) Currency: All prices are quoted in United States dollars (USD) unless specifically stated otherwise in writing.

(b) Validity Period: Quotations remain valid for ninety (90) calendar days from the quotation date. Supplier reserves the right to modify or withdraw pricing at any time prior to Supplier's written acceptance of Buyer's purchase order.

(c) Exclusions: Prices do not include inspection, testing, certification, special handling, non-standard documentation, environmental compliance costs, or other Buyer-specific requirements unless expressly stated in Supplier's quotation.

3.2 Catalog Pricing. For Products where the original equipment manufacturer publishes a current catalog price, Supplier will invoice and Buyer will pay the manufacturer's catalog price effective on the date Supplier ships the Product, regardless of when Buyer placed the purchase order or what price was quoted.

3.3 Price Escalation and Market-Based Repricing.

(a) Trigger Events: If, after Supplier accepts Buyer's purchase order and prior to Supplier's shipment, market conditions cause either of the following:

(i) Supplier's product cost from the manufacturer increases by more than ten percent (10%); or

(ii) The Product's market price (including import duties, transportation, logistics, and insurance) increases by more than ten percent (10%) from the original quoted price;

then Supplier reserves the right to re-quote the Product with adjusted pricing to reflect market conditions.

(b) Re-quotation Process: Supplier will provide Buyer written notice of any repricing, including documentation of cost increases, within ten (10) business days of discovering the condition.

(c) Buyer Options: If Buyer declines the repriced quotation, Buyer may: (i) accept delivery at the repriced rate; (ii) accept partial delivery of available inventory at the original price with remaining quantities at the repriced rate; or (iii) cancel the order in writing with no penalties or liability.

(d) Cancellation Right: If the parties cannot agree on repricing within fifteen (15) business days of Supplier's notice, Supplier may cancel Buyer's purchase order without penalty.

3.4 Taxes and Duties.

"Taxes" includes all taxes, fees, charges, duties, tariffs, surcharges, and any interest, penalties, or fines imposed by any government entity, including but not limited to: income tax, withholding tax, sales tax, use tax, value-added tax (VAT), goods and services tax (GST), excise tax, customs duties, import duties, digital services tax, transfer tax, and stamp duty.

Unless otherwise stated in Supplier's quotation, all prices are exclusive of Taxes. Buyer will be responsible for and will pay all Taxes, with the exception of Supplier's corporate income tax and business-and-occupation tax.

If any payment to Supplier is subject to withholding tax, Buyer will pay Supplier the gross amount such that after withholding tax is deducted, Supplier receives the full net amount due. Buyer will provide Supplier with withholding tax certificates, receipts, and compliance documentation within thirty (30) calendar days of payment.

4. PAYMENT, CREDIT, AND FINANCIAL TERMS

4.1 Payment Terms and Conditions.

(a) Default Terms: Unless Supplier offers different terms in writing, payment is due in full within thirty (30) calendar days from the invoice date, provided Supplier's credit department has approved credit terms for Buyer.

(b) Currency and Method: All payments must be in U.S. dollars (USD) via bank transfer to Supplier's designated account, or by other method specified in Supplier's invoice. Payments must be accompanied by remittance detail including, at minimum, Supplier's invoice number, amount paid, and Buyer's purchase order number.

(c) Cash-with-Order or Advance Payment: Supplier reserves the right, in its sole discretion, to require payment in advance of production, shipment, or delivery for any order, regardless of Buyer's credit history. Supplier will notify Buyer of advance payment requirements in the order confirmation.

(d) Letter of Credit: For orders exceeding $250,000 or for Buyers in high-risk jurisdictions, Supplier may require an irrevocable letter of credit issued by a U.S. or international bank, payable at sight, naming Supplier as beneficiary.

4.2 Credit Evaluation and Modification.

(a) Credit Approval: Buyer may apply to Supplier's credit and collections department to establish credit terms. Supplier will evaluate Buyer's creditworthiness, payment history, financial condition, and references at Supplier's sole discretion.

(b) Continuous Evaluation: Supplier reserves the right to reevaluate Buyer's credit at any time, including following any payment default, missed delivery acceptance, or material change in Buyer's financial condition.

(c) Credit Modification: If Supplier determines that Buyer no longer qualifies for credit terms, Supplier may, without notice and without cause:

(i) Require advance payment or cash-with-order for all future orders

(ii) Require letters of credit or bank guarantees

(iii) Reduce credit limits or terms

(iv) Suspend future shipments pending payment of outstanding invoices

4.3 Late Payment and Delinquency Remedies.

(a) Interest on Late Payment: Any invoice not paid by the due date will accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law (whichever is lower), calculated on a daily basis.

(b) Collection Costs: Buyer will reimburse Supplier for all reasonable costs of collection, including but not limited to: collection agency fees, court costs, discovery expenses, attorneys' fees, and interest.

(c) Remedies for Delinquency: If Buyer is delinquent in payment, Supplier may, at its sole discretion and without limiting any other remedies:

(i) Withhold future shipments and deliveries until all past-due amounts are paid in full

(ii) Repossess any Products for which payment has not been made

(iii) Declare Buyer in material breach and immediately terminate all open purchase orders

(iv) Accelerate all outstanding payment obligations and declare the entire unpaid balance immediately due and owing

(v) Refuse to process credits, refunds, or warranty adjustments

(vi) Offset amounts owed by Supplier to Buyer against amounts owed by Buyer to Supplier

(vii) Suspend all guarantees including lead times, delivery commitments, and technical support

(viii) Charge storage, inventory carrying, or warehousing fees on Products held pending payment

(ix) Report Buyer's delinquency to credit bureaus, rating agencies, and trade credit reporting services

4.4 Invoice Disputes.

(a) Dispute Notice: If Buyer disputes any invoice or portion thereof, Buyer must provide written notice to Supplier within ten (10) business days of the invoice date. The notice must specify which items are disputed and the reason for the dispute.

(b) Deemed Acceptance: Buyer's failure to provide timely written notice will be deemed acceptance of the invoice. Silent acceptance does not preserve any rights to later dispute the invoice.

(c) Partial Payment: Notwithstanding any dispute, Buyer will pay all undisputed invoice amounts by the due date. Payment of only disputed portions will not be deemed payment of undisputed amounts.

(d) Good Faith Resolution: The parties will use reasonable efforts to resolve invoice disputes within thirty (30) days of the dispute notice. If the dispute cannot be resolved within this period, either party may pursue remedies available under applicable law or pursue the dispute resolution procedures set forth in Section 26 of these Terms.

5. DELIVERY, SHIPPING, AND RISK OF LOSS

5.1 Delivery Terms (Incoterms).

Unless otherwise specified in writing by Supplier, all Products will be delivered EXW (Ex Works) at Supplier's facilities pursuant to Incoterms 2020. This means:

(a) Buyer is responsible for arranging and paying for all transportation, insurance, customs clearance, and related costs from Supplier's facility to the delivery location

(b) Risk of loss and damage transfers to Buyer upon Products being made available at Supplier's location

5.2 Shipping and Carrier Selection.

(a) Carrier Designation: Supplier will ship Products via the carrier and transportation method specified by Buyer in the purchase order. If Buyer provides no shipping instructions, Supplier will select the carrier and method at its sole discretion.

(b) Special Handling: Any rush shipments, special routing, expedited delivery, special packing, custom labeling, hazardous material handling, temperature control, or special insurance requested by Buyer will be subject to additional charges. Supplier will quote these charges separately.

(c) Prepaid Shipping: If Supplier prepays transportation charges on Buyer's behalf, Buyer will reimburse Supplier the full amount of such charges plus five percent (5%) handling fee upon receipt of an invoice.

5.3 Delivery Schedules and Lead Times.

(a) Estimated Dates: Any estimated shipping or delivery dates provided by Supplier are based on conditions existing at the time the purchase order is placed and information provided by Buyer. These dates are estimates only and are not guaranteed commitments.

(b) No Liability for Delays: Supplier will use good faith efforts to meet estimated delivery dates but is not responsible for any damages, costs, or losses arising from late delivery or failure to meet estimated dates.

(c) Partial Shipments: Supplier may make partial shipments at any time. Partial shipments will be invoiced separately and payment will be due for each shipment according to the payment terms.

(d) Advance Shipment: Supplier may ship Products in advance of the scheduled delivery date whenever operationally feasible. Early arrival does not relieve Buyer of its obligation to accept and pay for the Products.

5.4 Acceptance of Late Deliveries. Buyer's acceptance, use, or failure to reject Products after the estimated delivery date constitutes a waiver of Buyer's right to claim late delivery. Continued business dealings with Supplier following any late delivery will be deemed acceptance of future deliveries without claim for delays.

6. INSPECTION, ACCEPTANCE, AND REJECTION OF PRODUCTS

6.1 Inspection Period.

(a) Timeframe: Buyer will inspect all Products within a reasonable period not to exceed ten (10) calendar days after Buyer receives the Products. If Buyer requests longer inspection periods (e.g., functional testing, airworthiness certification review), Buyer must specify the required timeframe in the purchase order; otherwise, the ten (10) day standard applies.

(b) Deemed Acceptance: Unless Supplier receives written notice of rejection within the inspection period, Products will be deemed accepted and Buyer waives all rights to subsequently reject or return the Products.

(c) Basis for Rejection: Any rejection notice must specify with particularity the reason for rejection, including photographs, test results, or other documentation supporting the claim.

6.2 Remedies for Non-Conforming Products. Once Buyer accepts Products (or is deemed to have accepted them), Buyer's remedies are limited exclusively to those set forth in Section 10 (Warranties and Disclaimer). Buyer waives all other claims, damages, and remedies.

6.3 Supplier's Options on Rejection. If Supplier determines that a Product rejection is valid, Supplier may, at its sole discretion:

(a) Replace the rejected Product at no cost (if replacement is available within a reasonable timeframe)

(b) Provide a credit toward the purchase price for the rejected Product, up to the amount already paid

6.4 Return Procedures and Costs.

(a) Prior Authorization: Buyer must obtain Supplier's written return material authorization (RMA) before returning any Products. Buyer will not return Products without an RMA number.

(b) Packing and Shipping: Buyer will pack returned Products securely to prevent damage during transit in accordance with industry shipping standards. Buyer will prepay return shipping costs.

(c) Risk in Return: Risk of loss for returned Products remains with Buyer in transit, except that Supplier will reimburse Buyer for normal surface shipping costs for properly authorized returns.

(d) Improper Rejection: If Supplier determines that Buyer's rejection was improper, not supported by evidence, or fraudulent, Buyer will pay all expenses relating to the return shipment, inspection, and restocking.

6.5 Quantity Variances. Supplier's delivery of quantities within plus or minus five percent (+/−5%) of Buyer's requested quantities will be considered a complete fulfillment of the purchase order. For delivery shortages, Buyer may direct Supplier to fulfill the shortfall. For deliveries exceeding requested quantities, Buyer will either return excess Products at Buyer's cost or purchase the excess at the quoted unit price.

7. MODIFICATIONS, CHANGES, AND TERMINATION

7.1 Purchase Order Modifications.

(a) No Automatic Changes: Buyer may not unilaterally modify any purchase order. All modifications, including changes to specifications, quantity, delivery date, price, or Product interchangeability, must be requested in writing.

(b) Change Order Required: Any modification requires a written change order signed by authorized representatives of both Buyer and Supplier.

(c) Change Order Contents: Each change order must include: (i) the reason for the change; (ii) a detailed description of the requested change; (iii) the effect on specifications, price, delivery schedule, and Product interchangeability; (iv) any new part numbers or technical data; and (v) the effective date of the change.

(d) Technical Feasibility: Supplier will review all requested specification changes and will advise Buyer within ten (10) business days whether the change is technically feasible and, if feasible, what impact the change will have on unit price and delivery schedule.

(e) No Change = No Obligation: If Buyer requests a change and Supplier determines the change is not feasible or if the parties cannot agree on pricing and timeline impacts, Supplier is under no obligation to proceed with the changed order.

7.2 Purchase Order Cancellation.

(a) Cancellation for Breach: Either party may cancel a purchase order only in the event of a material default by the other party that has not been corrected within ninety (90) calendar days following written notice specifying the default and the corrective action required.

(b) Buyer-Initiated Cancellation: If Buyer requests cancellation of a purchase order for reasons other than Supplier's breach, Buyer is responsible for all termination charges, including: (i) costs incurred to date (materials, labor, overhead) calculated in accordance with U.S. generally accepted accounting principles (GAAP); (ii) a reasonable profit margin on costs incurred; (iii) administrative and overhead allocation; and (iv) restocking or liquidation costs.

(c) No Cancellation Credit Without Consent: Buyer may not return Products for credit without Supplier's prior written consent. Supplier's written consent is a condition precedent to accepting any return for cancellation credits.

7.3 Supplier's Right to Suspend or Cancel. Supplier may suspend performance or cancel any purchase order without liability if:

(a) Buyer fails to make payment by the due date

(b) Buyer materially breaches these Terms or the purchase order

(d) Buyer becomes insolvent or files for bankruptcy

(e) Compliance or regulatory impediments prevent performance

8. WARRANTIES, DISCLAIMERS, AND LIMITATION OF LIABILITY

8.1 Distributor Status and Disclaimer of Sufficiency.

(a) Distributor: Buyer acknowledges that Supplier acts as a distributor and reseller of Products manufactured by third-party original equipment manufacturers (OEMs). Supplier is not the manufacturer and has not designed or engineered the Products.

(b) No Representation of Sufficiency: Supplier makes no representation, warranty, or assurance regarding the sufficiency, suitability, or fitness of Products to meet Buyer's particular needs, intended use, or application.

(c) Reliance on Manufacturer: Buyer is relying exclusively on the manufacturer's specifications, technical data, and performance representations. Buyer is not relying on any statements, representations, brochures, photographs, illustrations, or marketing materials provided by Supplier.

8.2 Airworthiness and Regulatory Compliance (14 CFR Part 39 Airworthiness Directives).

CRITICAL NOTICE TO BUYER:

(a) Owner/Operator Responsibility: Under 14 CFR Part 39 and applicable aviation regulations, the owner or operator of any aircraft is solely and exclusively responsible for maintaining that aircraft in an airworthy condition, including compliance with all applicable Airworthiness Directives (ADs) issued by the FAA, EASA, or other aviation authorities.

(b) NO SUPPLIER DUTY: Supplier expressly assumes NO duty, responsibility, or liability regarding airworthiness of any Product, compliance with ADs, or fitness of Products for use on any aircraft.

(c) Accommodation Only: Any assistance, advice, or information Supplier may choose to provide regarding ADs, airworthiness compliance, or regulatory approvals is provided as an accommodation only and does not create any legal duty or liability on Supplier's part.

(d) Buyer Disclaimer of Reliance: Buyer expressly disclaims any reliance on any assistance, advice, documentation, or representation (or lack thereof) provided by Supplier regarding AD compliance, airworthiness, regulatory approval, or suitability for aircraft use.

(e) SOLE BUYER RESPONSIBILITY: Buyer has sole and exclusive responsibility for: (i) determining which ADs apply to Products; (ii) ensuring all ADs are incorporated or complied with prior to any Product being used on an aircraft; (iii) obtaining required FAA/EASA Form Ones or equivalent airworthiness certifications; (iv) verifying part numbers, serial numbers, and configuration compliance; and (v) maintaining compliance documentation.

8.3 Manufacturer Warranties Only.

(a) Supplier as Distributor: Because Supplier is a distributor, not a manufacturer, Supplier warrants only that it has title to or the right to provide the Products sold under these Terms.

(b) Limited Warranty: To the extent Supplier has the right to do so, Supplier will transfer to Buyer any warranties provided by the Products' manufacturer. These manufacturer warranties (if any) are Supplier's sole warranty obligation and Buyer's sole remedy for defective Products.

(c) Manufacturer Direct: Buyer acknowledges that the Products' manufacturer, not Supplier, is responsible for the resolution of all warranty claims. Buyer will look solely to the manufacturer for satisfaction of warranty claims.

(d) No Supplier Warranties: EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8.3, SUPPLIER MAKES NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED.

8.4 Disclaimer of All Other Warranties. BUYER ACKNOWLEDGES THAT THE WARRANTIES, OBLIGATIONS, AND LIABILITIES OF SUPPLIER ARE EXPRESSLY LIMITED TO THOSE SET FORTH IN SECTION 8.3 ABOVE. BUYER HEREBY WAIVES, RELEASES, AND RENOUNCES ALL OTHER WARRANTIES, REPRESENTATIONS, OBLIGATIONS, AND LIABILITIES OF SUPPLIER, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR EQUITY, INCLUDING BUT NOT LIMITED TO:

(a) Any implied warranty of merchantability

(b) Any implied warranty of fitness for a particular purpose

(d) Any claim or remedy in tort (whether or not arising from Supplier's negligence)

(e) Any claim for breach of contract, express or implied

(f) Any claim for damage to Buyer's property, including aircraft, engines, components, or parts

(g) Any claim arising from defects in design, materials, workmanship, or performance

8.5 Limitation of Liability — Exclusive Remedy.

(a) Liability Cap: IN NO EVENT WILL SUPPLIER'S LIABILITY FOR ANY CLAIMS, DAMAGES, LOSSES, OR EXPENSES ARISING OUT OF OR CONNECTED WITH THESE TERMS, THE PURCHASE OF PRODUCTS, OR THE INSTALLATION, OPERATION, USE, MAINTENANCE, OR FAILURE OF PRODUCTS EXCEED THE TOTAL PURCHASE PRICE PAID BY BUYER FOR THE SPECIFIC PRODUCT AT ISSUE. If no payment has been made, liability will be limited to zero (0).

(b) Sole Remedy: The limitation of liability stated in subsection (a) above constitutes the sole and exclusive remedy for any cause of action, whether arising in contract, warranty, tort (including negligence of any degree), strict liability, product liability, or otherwise.

8.6 Exclusion of Consequential and Incidental Damages. SUPPLIER WILL HAVE NO LIABILITY WHATSOEVER FOR LOSS OF USE, LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, COST OF COVER, COST OF SUBSTITUTE PRODUCTS, INCIDENTAL DAMAGES, SPECIAL DAMAGES, INDIRECT DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, OR ANY OTHER CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER SUPPLIER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. INTELLECTUAL PROPERTY AND PROPRIETARY INFORMATION

9.1 Ownership of Supplier IP.

Supplier retains all right, title, and interest in and to all intellectual property, including but not limited to: patents, trademarks, copyrights, trade secrets, specifications, drawings, engineering data, software, processes, techniques, manufacturing methods, tooling, jigs, fixtures, dies, molds, patterns, test equipment, and any improvements thereto. This IP is owned solely by Supplier (or Supplier's suppliers) and is not conveyed to Buyer by the sale of Products.

9.2 Restrictions on Use of Supplier IP. Buyer may not:

(a) Use, copy, modify, reverse-engineer, or create derivative works based on Supplier's specifications, drawings, software, or technical data

(b) Reproduce or disclose Supplier's proprietary information to third parties without Supplier's prior written consent

(d) Engage a third party to manufacture, repair, overhaul, or modify any Products that incorporate Supplier's IP or proprietary information

(e) Seek regulatory approval (FAA certification, EASA approval, etc.) for any Products incorporating Supplier's IP or proprietary information without Supplier's written consent

9.3 Patent Indemnification — NOT PROVIDED. Supplier has no control over the technology, design, or patents underlying the Products and does not indemnify Buyer for third-party claims alleging patent infringement, copyright infringement, trademark infringement, or misappropriation of trade secrets. Supplier's sole obligation, if any, is to assign to Buyer, upon Buyer's written request, any patent indemnity available from the Products' manufacturer or Supplier's suppliers, to the extent such indemnity is assignable.

9.4 Proprietary Information and Confidentiality.

(a) Definition: "Proprietary Information" means any non-public information disclosed by Supplier, including pricing, cost data, quotations, financial information, technical specifications, drawings, software, processes, customer lists, supplier relationships, business strategies, and any information marked "Confidential" or "Proprietary" by Supplier.

(b) Use Restrictions: Buyer will use Proprietary Information only in connection with Buyer's use of Supplier's Products or performance of obligations under these Terms. Buyer will not disclose Proprietary Information to third parties except to its employees, contractors, and advisors on a strict need-to-know basis.

(c) Protection: Buyer will protect Proprietary Information against inadvertent disclosure and will implement reasonable safeguards to prevent unauthorized access.

(d) Return of Information: Upon Supplier's request or upon termination of these Terms, Buyer will return or certify destruction of all Proprietary Information.

(e) Existing Confidentiality Agreements: If Buyer and Supplier have executed a separate confidentiality or non-disclosure agreement, that agreement will govern confidentiality obligations and will supersede this Section 9.4.

10. EXPORT CONTROL, IMPORT REGULATIONS, AND SANCTIONS COMPLIANCE

10.1 Buyer's Compliance Obligation. BUYER IS SOLELY RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE EXPORT CONTROL, IMPORT REGULATION, SANCTIONS, AND TRADE COMPLIANCE LAWS, INCLUDING:

(a) U.S. Export Administration Regulation (EAR), 15 C.F.R. Parts 730–774

(b) U.S. International Traffic in Arms Regulations (ITAR), 22 C.F.R. Parts 120–130

(d) U.S. Foreign Corrupt Practices Act (FCPA)

(e) European Union sanctions regulations and any country-specific sanctions regimes

(f) Anti-boycott regulations and anti-diversion laws

(g) Country-specific import/export regulations and licensing requirements

10.2 Buyer's Certifications and Representations. Buyer represents and warrants that:

(a) Buyer is not, and will not permit Products to be used by, any person or entity on any U.S. or international government-sanctioned list (OFAC SDN list, Denied Parties List, Entity List, Unverified List, etc.)

(b) Products will not be exported, re-exported, or transferred to any sanctioned country or jurisdiction

(c) Products will not be used for any prohibited end-use, including nuclear, missile, chemical/biological weapons development, or military end-use in sanctioned countries

(d) Buyer has obtained and will maintain all required export licenses, import permits, re-export authorizations, and regulatory approvals

(e) End-use and end-user information provided by Buyer is accurate and complete

10.3 Advance Licensing and Permits. Buyer will obtain all required export licenses, import permits, and regulatory approvals PRIOR TO PURCHASING PRODUCTS. Buyer will maintain documentation evidencing compliance and will provide copies to Supplier upon request.

10.4 Supplier's Compliance and Limitations. Supplier will deliver Products cleared for export under applicable U.S. and other regulations. However, Supplier will NOT be liable for any failure to provide Products caused by:

(a) Government refusal to grant, delay in granting, or revocation of any export or re-export license

(b) Changes in export/import law or regulation after the purchase order date that affect Supplier's ability to perform

(d) Buyer's failure to provide accurate end-use/end-user information

(e) Buyer's failure to obtain required licenses or approvals

In these circumstances, BUYER WILL REMAIN RESPONSIBLE FOR PAYMENT of Products even if delivery is prevented by government action.

10.5 Routed Export Transactions (RET). For U.S. exports that constitute "routed export transactions" under 15 C.F.R. § 772.1:

(a) Buyer is designated as the Foreign Principal Party in Interest (FPPI)

(b) Buyer will authorize a U.S.-based freight forwarder or customs broker (U.S. agent) to facilitate export on Buyer's behalf via power of attorney or written authorization

(d) Buyer's U.S. agent will prepare and file Electronic Export Information (EEI) in the Automated Export System (AES) in accordance with 15 C.F.R. § 30.3

(e) Supplier will provide Export Control Classification Number (ECCN) or HS code information to Buyer's U.S. agent as required for AES filing

(f) Buyer will ensure U.S. agent provides copies of the AES transaction record to Supplier upon request

10.6 Freight Forwarder Responsibility. If Buyer designates a freight forwarder for export shipments, Buyer is responsible for ensuring the forwarder complies with all export regulations. Supplier will provide necessary export information (ECCN, HS code, shipper details), but Buyer is responsible for the forwarder's compliance.

10.7 Russia and Belarus Sanctions — EU Regulation 2023/2878. In compliance with EU sanctions (Council Regulation (EU) 2023/2878 of December 18, 2023, amending Regulation (EU) No 833/2014):

(a) RESTRICTION: Products procured from Supplier CANNOT be exported, re-exported, or transferred to or for use in Russia or Belarus.

(b) MATERIAL BREACH: Any violation of this restriction constitutes material breach of these Terms and is grounds for immediate termination of all open purchase orders without liability to Supplier.

(c) ACCEPTANCE: Buyer's acceptance of Products constitutes Buyer's agreement to this restriction. If Buyer does not agree, Buyer must return the Products unopened.

10.8 Indemnification. Buyer will defend, indemnify, and hold harmless Supplier from any fines, penalties, license revocation, legal proceedings, or liability imposed by any government agency or authority arising from Buyer's failure to comply with export/import/sanctions regulations.

11. INDEMNIFICATION BY BUYER

11.1 Scope of Indemnity. Buyer will defend, indemnify, and hold harmless Supplier, its affiliates, subsidiaries, directors, officers, employees, and agents from and against any and all third-party claims, suits, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees, expert fees, and court costs) arising out of or resulting from:

(a) Buyer's performance, use, operation, maintenance, repair, modification, or failure to maintain the Products

(b) Buyer's installation of Products on an aircraft or other platform

(d) Buyer's violation of export control, sanctions, or trade compliance laws

(e) Buyer's breach of these Terms or any purchase order

(f) Buyer's business relationships or contractual arrangements with third parties related to the Products

(g) Personal injury, death, or property damage caused by or associated with Products

11.2 Exception. The indemnity in Section 11.1 does not apply to claims arising solely from Supplier's gross negligence or willful misconduct.

12. FORCE MAJEURE AND EXCUSABLE DELAYS

12.1 Definition. An "Excusable Delay" means any failure to perform obligations due to a cause beyond Supplier's reasonable control and not occasioned by Supplier's fault or negligence.

12.2 Excusable Delay Events. Excusable Delay events include, but are not limited to:

(a) Government actions: Delays or refusals to grant export/import licenses, suspension/revocation of licenses, governmental embargoes, sanctions, tariffs, or other government-imposed trade restrictions

(b) Acts of God: Earthquakes, floods, hurricanes, tornadoes, severe weather, volcanic eruptions, tsunamis

(d) Labor disruptions: Strikes, lockouts, labor shortages, union disputes

(e) Armed conflict: War, terrorism, civil unrest, rebellion, revolution, acts of sabotage (declared or undeclared)

(f) Supplier constraints: Supplier or its suppliers being materially affected by any of the above events

(g) Material or component shortages: Inability to source raw materials, components, or finished products from suppliers

(h) Infrastructure failures: Power outages, internet/telecommunications disruptions, transportation failures (port closures, airport shutdowns, shipping delays)

12.3 Remedy for Excusable Delay. If an Excusable Delay event prevents Supplier from performing, Supplier may:

(a) Extend the delivery or performance date by the duration of the delay plus a reasonable ramp-up period

(b) Cancel Buyer's purchase order without penalty or liability if the delay is expected to exceed sixty (60) calendar days

12.4 No Liability. Supplier will have no liability to Buyer for any failure to perform caused by an Excusable Delay event. Buyer will remain obligated to pay for all Products that have been manufactured, shipped, or prepared for shipment prior to the Excusable Delay event.

13. GENERAL PROVISIONS

13.1 Assignment. Buyer may not assign any rights or delegate any obligations under these Terms or any purchase order without Supplier's prior written consent. Any attempted assignment without consent is void. Supplier may assign its rights hereunder to any affiliate, subsidiary, or third party without Buyer's consent.

13.2 Notices. Any notices required under these Terms must be in writing and delivered via: (a) overnight courier service (FedEx, UPS); (b) certified mail, return receipt requested; (c) email with read receipt; or (d) hand delivery. Notices to Supplier should be addressed to the address specified in Supplier's quotation. Notices to Buyer should be addressed to Buyer's contact information provided in the purchase order.

13.3 Waiver. No waiver of any provision of these Terms will be effective unless in writing and signed by the waiving party. Failure by Supplier to enforce any term will not constitute a waiver of that term nor prejudice Supplier's right to enforce the term in the future.

13.4 Entire Agreement. These Terms, together with any separate executed master agreement, constitute the entire agreement between the parties regarding the sale and purchase of Products. All prior discussions, representations, and agreements are superseded and have no effect.

13.5 Severability. If any provision of these Terms is found to be invalid, unenforceable, or illegal, that provision will be severed and the remaining provisions will continue in full force and effect. The severed provision will be replaced with a similar, valid provision that achieves the original intent.

13.6 Survival. All provisions of these Terms that by their nature should survive termination or expiration will remain in effect, including but not limited to: warranties and disclaimer (Section 8), limitation of liability (Section 8.5–8.6), intellectual property (Section 9), indemnification (Section 11), export compliance (Section 10), and dispute resolution (Section 26).

13.7 Independent Contractor. The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, franchise, agency, or principal-agent relationship. Neither party may bind or obligate the other party.

13.8 Headings. Section headings are for convenience only and do not alter the meaning or interpretation of these Terms.

13.9 Counterparts and Electronic Signatures. These Terms and any purchase order acknowledgment may be executed in counterparts and electronically. Electronic signatures (including DocuSign, Adobe Sign, or facsimile signatures) are deemed valid and binding.

13.10 Third-Party Beneficiaries. These Terms are for the benefit of the parties only. No third party has any rights or claims under these Terms except as expressly provided herein.

14. LEGAL COMPLIANCE AND GOVERNMENTAL FLOWDOWNS

14.1 Buyer's Compliance. Buyer will comply with all applicable federal, state, provincial, local, and international laws, regulations, ordinances, and orders related to Buyer's purchase, possession, use, operation, and sale of Products. Buyer will obtain and maintain all required licenses, permits, certifications, and approvals.

14.2 FAR/DFARS Flowdowns. Notwithstanding anything herein, no provision of the Federal Acquisition Regulation (48 C.F.R., Subchapter 1 — FAR) or Defense Federal Acquisition Regulation Supplement (48 C.F.R., Subchapter II — DFARS) will be incorporated into these Terms or be binding on Supplier unless:

(a) Buyer submits a written request specifically identifying the FAR/DFARS provision(s) to be incorporated, and

(b) Supplier provides written acceptance of the specific provision(s).

14.3 Buy American Act. If the Buy American Act applies and is accepted in writing by Supplier, Buyer warrants that:

(a) Unless Buyer previously notified Supplier otherwise in writing, Buyer assumes Products are subcomponents (not end products)

(b) Buyer has not identified specific country-of-origin requirements or domestic production mandates

14.4 Commercial Use. Buyer represents that Products purchased under these Terms will not be used in performance of any government contract or subcontract in a manner that would affect Supplier's right to its data, technical information, software, intellectual property, or proprietary information.

15. DISPUTE RESOLUTION

15.1 Informal Resolution. Prior to initiating formal dispute resolution, the parties agree to meet (in person or virtually) within fifteen (15) business days to attempt good-faith resolution of any dispute. Each party will designate a senior representative with settlement authority.

15.2 Governing Law. These Terms and all transactions arising hereunder will be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) will not apply.

15.3 Exclusive Jurisdiction and Venue. Both parties irrevocably submit to the exclusive jurisdiction of the Delaware Court of Chancery (or if that court lacks jurisdiction, the U.S. District Court for the District of Delaware) for any legal proceedings. Buyer waives any objection to venue and any claim of inconvenient forum. Each party waives any right to a jury trial.

15.4 Waiver of Sovereign Immunity. If Buyer is a government entity or sovereign state, Buyer hereby waives any claim of sovereign immunity to the fullest extent permitted by law.

15.5 Attorneys' Fees. The prevailing party in any legal proceeding will be entitled to recover reasonable attorneys' fees, expert witness fees, and costs of litigation from the non-prevailing party.

16. SPECIAL PROVISIONS FOR AVIATION TRANSACTIONS

16.1 Condition Statement. For used, overhauled, or refurbished Products, Buyer acknowledges that Supplier has provided a detailed condition statement. Buyer has inspected or had the opportunity to inspect Products and accepts them in the condition stated. Buyer waives any claims of hidden defects or latent conditions not visible during inspection.

16.2 Airworthiness Certification. Buyer acknowledges sole responsibility for obtaining all airworthiness certifications, Form 1 (FAA), EASA Form 1, or equivalent airworthiness documentation from the manufacturer or authorized parties. Supplier makes no representation regarding availability or applicability of airworthiness documentation.

16.3 Logbooks and Maintenance Records. For used or refurbished parts, Buyer acknowledges that Supplier may provide available maintenance records, logbooks, or historical data "as-is" without warranty of completeness or accuracy. Buyer is responsible for verifying maintenance history and compliance with applicable maintenance programs.

16.4 Serial Number Verification. Buyer is responsible for verifying that product serial numbers, part numbers, and configuration match the original quotation and purchase order. Buyer waives claims based on serial number discrepancies after taking delivery.

16.5 Pooled Inventory. Buyer acknowledges that Supplier may maintain pooled or shared inventory with other parties. Supplier makes no representation regarding dedicated inventory and reserves the right to allocate available inventory among multiple customers during shortages.

17. DEFINITIONS

"Buyer" means the purchaser of Products or any authorized representative or agent of the purchaser.

"End-User" means the ultimate party who will receive, use, or operate the Products, whether that party is Buyer or a third party.

"Excusable Delay" has the meaning set forth in Section 12.1.

"Incoterms" means the International Commercial Terms published by the International Chamber of Commerce, most recent version.

"OEM" means original equipment manufacturer.

"Products" means any products, parts, systems, components, engines, or services offered for sale by Supplier.

"Proprietary Information" has the meaning set forth in Section 9.4(a).

"Supplier" means SafeFlight Aviation, LLC, and its subsidiaries and affiliates.

"Taxes" has the meaning set forth in Section 3.4.

ACKNOWLEDGMENT AND ACCEPTANCE

By placing a purchase order, Buyer acknowledges that Buyer has read, understood, and agrees to be bound by these Terms and Conditions of Sale in their entirety. Buyer further acknowledges that Buyer has had the opportunity to consult with legal counsel regarding these Terms.

EFFECTIVE DATE: 2024 (Current Version)

Last Updated: December 2024

For questions or clarification, contact: sales@safeflightaviation.net

===============================================

EXPORT CONTROL COMPLIANCE & REGULATORY ADHERENCE DISCLAIMER

International Traffic in Arms Regulations (ITAR) · Office of Foreign Assets Control (OFAC) · Export Administration Regulations (EAR)

EFFECTIVE DATE: 2024 | MANDATORY COMPLIANCE NOTICE

Issued by: SafeFlight Aviation, LLC

⚠️ CRITICAL LEGAL WARNING

The products and services offered by SafeFlight Aviation, LLC ("Supplier") are subject to strict U.S. federal export control regulations. Violation of these regulations can result in:

Criminal prosecution with up to 20 years imprisonment and fines up to $1,000,000 per violation

Civil penalties up to $300,000 per violation or five times the transaction value, whichever is greater

Debarment from U.S. government contracting and denial of export privileges

Seizure and forfeiture of all products and related assets

Corporate liability and personal liability for officers, directors, and employees involved in violations

1. INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (ITAR) — 22 C.F.R. PARTS 120–130

1.1 Regulatory Authority and Scope.

ITAR is administered by the U.S. Department of State, Directorate of Defense Trade Controls (DDTC). ITAR controls the export and re-export of defense articles and defense services that are on the United States Munitions List (USML), including but not limited to:

Aircraft, engines, and aircraft components (including CFM56 engines, helicopter rotables)

Avionics and flight control systems

Technical data, specifications, and manufacturing information

Engineering drawings, blueprints, and design data

Military-specification components and systems

Repair, maintenance, and modification services related to USML items

1.2 ITAR Controls on Exports and Re-Exports.

(a) Initial Export: It is unlawful to export any USML item from the United States without prior authorization from DDTC via a Permanent Export License (PEL), Temporary Export License (TEL), or other authorized exemption.

(b) Re-Export: It is unlawful to re-export any USML item that originated in the U.S. without prior DDTC authorization, regardless of which country the item is currently located in.

(c) Deemed Export: It is unlawful to disclose or transfer ITAR-controlled technical data to foreign nationals (even within the U.S.) without authorization. This includes electronic transmission, verbal communication, visual inspection, or any other means of disclosing technical data.

(d) Temporary Imports: Items imported temporarily into the U.S. and then re-exported are subject to ITAR if they contain USML items or U.S.-origin components.

1.3 Buyer's ITAR Compliance Obligations.

BY PURCHASING PRODUCTS FROM SUPPLIER, BUYER CERTIFIES AND WARRANTS THAT:

(a) Buyer has reviewed and understands ITAR requirements and restrictions

(b) Buyer will NOT export, re-export, transfer, or disclose any Products or technical data to any foreign national, foreign person, or foreign entity without DDTC authorization

(c) Buyer will NOT use any Products for military, defense, or weapons-related purposes in any country, and will NOT support military end-uses in sanctioned countries

(d) Buyer will NOT engage third-party manufacturers, repair facilities, or maintenance contractors outside the U.S. to work on ITAR-controlled Products without DDTC authorization

(e) Buyer will NOT disclose technical data, specifications, or design information to any party except as authorized in writing by Supplier and DDTC

(f) Buyer will NOT apply for or obtain any export license or regulatory approval in Buyer's name or Buyer's jurisdiction without Supplier's prior written consent and DDTC authorization

(g) Buyer has obtained all necessary ITAR licenses and authorizations for the intended end-use and destination of the Products

1.4 Penalties for ITAR Violations.

Violations of ITAR are prosecuted criminally by the U.S. Department of Justice and civilly by DDTC. Penalties include:

Criminal: Up to 20 years imprisonment + $1,000,000 fine per violation (18 U.S.C. § 2339A)

Civil: Up to $500,000 per violation + five times the transaction value (22 U.S.C. § 2778)

Debarment from U.S. export privileges for individuals and companies

Seizure of all items and proceeds related to the violation

2. OFFICE OF FOREIGN ASSETS CONTROL (OFAC) — 31 C.F.R. CHAPTERS V–VI

2.1 Regulatory Authority and Purpose.

OFAC, administered by the U.S. Department of the Treasury, enforces economic sanctions programs against designated foreign countries, nationals, and individuals. OFAC maintains multiple sanctions lists, including:

Specially Designated Nationals (SDN) List — individuals and entities with links to terrorism, drug trafficking, weapons proliferation, or hostile regimes

Consolidated Non-SDN List — entities blocked for sanctions purposes but not on the SDN list

Sectoral Sanctions Identifications (SSI) List — Russian and other foreign nationals/entities

Foreign Sanctions Evaders List (FSE)

Denied Parties List (maintained by Commerce Department but enforced under OFAC authority)

Entity List (also Commerce Department, for national security concerns)

2.2 Sanctioned Countries and Regions.

OFAC currently administers comprehensive or targeted sanctions programs against (as of 2024):

Russia (comprehensive sanctions following 2022 invasion of Ukraine; EU Regulation 2023/2878)

Belarus (secondary sanctions related to Russian support)

Iran (comprehensive sanctions)

North Korea (comprehensive sanctions)

Syria (targeted and sectoral sanctions)

Cuba (comprehensive sanctions)

Crimea Region (comprehensive sanctions)

Donetsk and Luhansk Regions (Ukraine; comprehensive sanctions)

Targeted sanctions against specific entities and individuals in other countries

2.3 Prohibited Transactions and Parties.

It is unlawful to:

(a) Sell, export, transfer, or deliver any goods or services to any SDN, listed entity, or blocked person

(b) Conduct business of any kind with any person or entity located in a sanctioned country

(d) Provide financing, insurance, transportation, or other services related to sanctioned transactions

(e) Knowingly facilitate transactions of a third party that involves sanctioned parties or countries

2.4 Buyer's OFAC Compliance Obligations.

BY PURCHASING PRODUCTS FROM SUPPLIER, BUYER CERTIFIES AND WARRANTS THAT:

(a) Buyer and all principals, officers, directors, and beneficial owners of Buyer are NOT listed on any OFAC sanctions list (SDN, Consolidated List, SSI, FSE, or other current OFAC-maintained list)

(b) Buyer is NOT owned, controlled, or affiliated with any OFAC-listed entity or person

(c) Buyer is NOT located in and will NOT conduct business with any OFAC-sanctioned country (Russia, Belarus, Iran, North Korea, Syria, Cuba, Crimea, Donetsk, Luhansk, or other sanctioned jurisdictions)

(d) No end-user or ultimate beneficiary of the Products is listed on any OFAC sanctions list

(e) Products will NOT be used for or diverted to any OFAC-sanctioned purpose, jurisdiction, or entity

(f) Buyer will conduct OFAC screening (searching the SDN list at https://sanctionsearch.ofac.treas.gov/) before entering any business relationship, and will re-screen at least annually

(g) Buyer has completed an OFAC screening of all parties involved in the transaction

2.5 Penalties for OFAC Violations.

OFAC violations are enforced by the U.S. Department of the Treasury. Penalties include:

Civil: Up to $250,000 per violation or five times the transaction value, whichever is greater

Criminal: Up to 20 years imprisonment + $250,000 fine (50 U.S.C. § 1705)

Blocking of all U.S. bank accounts and assets

Debarment from U.S. trade and financial systems

Reputational damage, loss of business relationships, and denial of future commerce

3. EXPORT ADMINISTRATION REGULATIONS (EAR) — 15 C.F.R. PARTS 730–774

3.1 Regulatory Authority and Scope.

EAR is administered by the U.S. Department of Commerce, Bureau of Industry and Security (BIS). EAR controls the export and re-export of "dual-use" items (products with both commercial and military applications), including:

Certain aircraft components and parts (not on the USML but controlled for national security or foreign policy reasons)

Certain electronics, semiconductors, and software

Advanced manufacturing equipment and technology

Encryption software and cybersecurity tools

Technical data and source code related to controlled items

3.2 Export Classification and Licenses.

(a) ECCN Classification: Each controlled item is assigned an Export Control Classification Number (ECCN) that determines licensing requirements.

(b) License Requirements: Depending on the ECCN, destination country, and end-use, either a license from BIS is required or an exemption applies.

(c) License Exceptions: Some items may be exported under license exceptions (e.g., APP for aircraft parts to certain countries), but these are limited and require compliance with specific conditions.

3.3 Prohibited End-Uses under EAR.

Regardless of the destination country, it is unlawful to export or facilitate the export of any item for:

Nuclear weapons development or proliferation

Missile development

Chemical or biological weapons development

Activities of listed sanctioned entities

3.4 Buyer's EAR Compliance Obligations.

BY PURCHASING PRODUCTS FROM SUPPLIER, BUYER CERTIFIES AND WARRANTS THAT:

(a) Buyer has obtained all required EAR licenses from BIS for export/re-export of the Products

(b) Products will NOT be used for prohibited end-uses (nuclear weapons, missiles, chemical/biological weapons, terrorism)

(d) Buyer will NOT re-export Products without obtaining required EAR authorization from BIS

4. ADDITIONAL FEDERAL LAW REQUIREMENTS

4.1 Foreign Corrupt Practices Act (FCPA) — 15 U.S.C. § 78dd-1, et seq.

BUYER CERTIFIES THAT: Buyer will not, directly or indirectly, offer, pay, promise, or give anything of value to any foreign official for the purpose of obtaining or retaining business or securing any improper advantage in connection with the sale or use of Products.

4.2 Anti-Boycott Laws — 50 U.S.C. App. § 2407; 15 C.F.R. § 760

BUYER CERTIFIES THAT: Buyer will not engage in any boycott, embargo, or trade restrictions against any country or entity unless authorized by the U.S. government. Buyer will not provide information or documentation that would facilitate compliance with any unauthorized foreign boycott.

4.3 Money Laundering and Bank Secrecy Act — 31 U.S.C. § 5318

BUYER CERTIFIES THAT: All payments for Products are derived from legitimate business activities and will be remitted from legitimate banking institutions. No payments will be structured to avoid reporting requirements. Buyer will not use Products or related transactions to launder money or conceal the proceeds of illegal activity.

4.4 Counter-Terrorism Financing — Executive Orders 13224 & 14098

BUYER CERTIFIES THAT: Buyer is not designated as a terrorist organization or terrorist supporter. Products will not be provided to or used by any terrorist organization or person designated under 18 U.S.C. § 2331 or Executive Order authority.

4.5 Deemed Exports and Technical Data Disclosure

BUYER CERTIFIES THAT: Buyer will not disclose technical data, specifications, or engineering information related to Products to any foreign national (even if temporarily in the U.S.) without prior written authorization from Supplier and DDTC (if ITAR-controlled) or BIS (if EAR-controlled).

5. BUYER INDEMNIFICATION AND LIABILITY

5.1 Complete Indemnity. Buyer will defend, indemnify, and hold harmless Supplier and its affiliates from and against any and all claims, penalties, fines, legal proceedings, civil actions, criminal charges, costs, and expenses (including reasonable attorneys' fees and expert costs) arising from:

(a) Buyer's violation of ITAR, OFAC, EAR, FCPA, anti-boycott laws, or any other export control or sanctions law

(b) Buyer's misrepresentation of end-use, end-user, or destination of the Products

(d) Buyer's failure to obtain required licenses or authorizations

(e) Buyer's breach of any representation, warranty, or covenant in this Disclaimer

5.2 No Limitation of Indemnity. The indemnity in Section 5.1 is not limited by any liability cap, exclusion, or limitation elsewhere in Supplier's terms and conditions. Buyer's indemnity obligation is absolute and unlimited.

6. BUYER REPRESENTATIONS AND WARRANTIES

Buyer represents and warrants to Supplier that all information, representations, certifications, and statements provided by Buyer in connection with this transaction are true, accurate, complete, and not misleading. Buyer further represents and warrants that:

(a) Buyer has authority to enter into this transaction and accept these compliance obligations

(b) All end-user, end-use, and destination information provided to Supplier is accurate and complete

(d) Buyer has consulted with legal counsel experienced in export controls and sanctions compliance

(e) Buyer will maintain detailed records of the Products, end-users, and uses in compliance with government record-keeping requirements

(f) Buyer understands that misrepresentation or false statements regarding these matters constitute federal crimes

7. SCREENING AND DUE DILIGENCE OBLIGATIONS

7.1 OFAC Screening. Prior to purchasing Products, Buyer will:

(a) Search Buyer's own name and principals on the OFAC SDN list at https://sanctionsearch.ofac.treas.gov/

(b) Search all end-users and beneficial owners against the OFAC SDN list

(d) Document all screening results and maintain records for at least five (5) years

7.2 End-Use Verification. Buyer will:

(a) Obtain written end-use statements from all sub-buyers or downstream customers

(b) Verify that end-uses are legitimate and non-sanctioned

7.3 Documentation. Buyer will maintain all records related to this transaction, including:

Purchase orders and invoices

Export licenses and permits

End-use certifications

OFAC screening results

Shipping and customs documentation

Bank records and payment documentation

Buyer will retain all records for a minimum of five (5) years (or as required by applicable law) and will provide copies to Supplier or government agencies upon request.

8. SUPPLIER'S COMPLIANCE AND LIMITATIONS

8.1 Supplier's Export Control Compliance. Supplier will:

(a) Classify all Products according to ITAR, EAR, and other applicable export control regimes

(b) Provide accurate Export Control Classification Numbers (ECCN) or ITAR/USML designations

(d) Comply with all applicable U.S. export laws in delivering Products

(e) Screen transactions against OFAC SDN lists before accepting orders

8.2 Limitations on Supplier Compliance. Supplier's export control compliance does not relieve Buyer of Buyer's independent and absolute compliance obligations. Supplier:

(a) Does NOT provide legal advice regarding export control laws

(b) Does NOT verify Buyer's end-use or end-user certifications

(d) Is NOT liable for government regulatory changes after the purchase order date

(e) Is NOT responsible for Buyer's misuse or diversion of Products

9. GOVERNMENT INSPECTION AND COOPERATION

9.1 Right to Cooperate. Buyer acknowledges that Supplier has the right to cooperate fully with any U.S. government agency (DDTC, BIS, OFAC, FBI, Homeland Security, etc.) in the investigation or enforcement of export control or sanctions violations, without notice to Buyer.

9.2 No Confidentiality Waiver. Buyer's consent to Supplier's cooperation with government agencies is implied by Buyer's acceptance of this Disclaimer. No confidentiality or non-disclosure agreement between Buyer and Supplier limits Supplier's obligation to cooperate with government enforcement.

9.3 Government Inspection. Products and related documentation may be subject to inspection by U.S. government agencies at any time, both before and after sale.

10. LEGAL CONSEQUENCES OF VIOLATIONS

10.1 Criminal Liability. Violations of ITAR, OFAC, and EAR can result in criminal prosecution, including:

Imprisonment: Up to 20 years per count

Fines: Up to $1,000,000 per count (or more under FCPA)

Forfeiture: Seizure of all related assets and proceeds

Restitution: Forced repayment of illicit gains

10.2 Civil Liability. Civil penalties include:

ITAR: Up to $500,000 per violation or five times transaction value

OFAC: Up to $250,000 per violation or five times transaction value

EAR: Up to $300,000 per violation or five times transaction value

FCPA: Up to $5 million per violation

10.3 Debarment. Individuals and entities convicted of or civilly sanctioned for export control violations may be:

Denied export privileges for up to 10 years (or indefinitely)

Barred from U.S. government contracting

Blocked from opening U.S. bank accounts

Excluded from import/export privileges

10.4 Personal Liability. Criminal penalties apply not just to companies, but to individuals (officers, directors, managers, employees) who knowingly participate in violations.

11. BUYER ACKNOWLEDGMENT AND CERTIFICATION

BY PURCHASING PRODUCTS FROM SUPPLIER AND/OR BY SIGNING THIS DISCLAIMER, BUYER CERTIFIES AND ACKNOWLEDGES THAT:

(a) Buyer has read and fully understands this Disclaimer

(b) Buyer understands the severe legal consequences of violating ITAR, OFAC, EAR, and related federal laws

(c) Buyer has consulted with legal counsel experienced in export controls and sanctions compliance (or acknowledges choosing not to do so at Buyer's own risk)

(d) All representations, certifications, and warranties provided by Buyer are true, accurate, and complete

(e) Buyer assumes full and sole responsibility for compliance with all applicable export control, sanctions, and federal laws

(f) Buyer will indemnify Supplier for any violations or consequences arising from Buyer's conduct

(g) Buyer will maintain detailed compliance documentation for at least five (5) years

12. FINAL NOTICE AND CONTACT INFORMATION

For questions, clarifications, or to report suspected violations of this Disclaimer or applicable export control laws:

SafeFlight Aviation, LLC

Export Compliance Officer: sales@safeflightaviation.net

Phone: +1 (561) 354-7907

For reporting violations to U.S. government agencies:

DDTC Compliance & Enforcement: ddtc@state.gov or https://www.state.gov/ddtc

BIS Enforcement: enforcement@bis.doc.gov or 1-800-BIS-NEWS

OFAC Reporting: https://www.treasury.gov/ofac or 1-800-OFAC-999

FBI Hotline: 1-800-CALL-FBI or https://tips.fbi.gov

DOJ Antitrust Division: antitrust.compliance@usdoj.gov