General Terms and Conditions of Sale

1. AGREEMENT. These Terms and Conditions, together with the Work Order Authorization and/or Pricing Proposal to which they may be attached to (collectively, this “Agreement”), constitute the entire agreement between Dallas Aeronautical Services, LLC (including, for the purposes herein, its affiliates, “DAS Aviation”) and the customer identified on the Work Order Authorization and/or Pricing Proposal (“Customer”). The Work Order Authorization and/or Pricing Proposal and the exclusive statement of the work to be done and the applicable terms and conditions constitute the entire agreement between the parties with respect to the subject matter thereof and supersedes any prior agreements and contemporaneous oral agreements.

Issuance of a purchase or repair order to DAS Aviation by Customer for the performance of services shall legally bind Customer exclusively to these terms and conditions of service. Customer agrees to be bound exclusively by these terms and conditions of service, notwithstanding Customer’s terms and conditions—whether or not supplied to DAS Aviation at any time. Any term or condition submitted by Customer in any manner, whether included on a request for quote, request for proposal, purchase order, repair order or acknowledgement or otherwise that is inconsistent with or contrary to any term or condition included herein, is expressly rejected by DAS Aviation. Any additional terms or conditions put forth by Customer shall not be binding on DAS Aviation unless DAS Aviation expressly agrees to them in a writing signed by a duly authorized officer. Customer acknowledges that acceptance of these exclusive terms and conditions of service is a material part of DAS Aviation’s agreement to sell or provide services to Customer, and but for the exclusive application of these terms and conditions, DAS Aviation would not agree to sell or provide services to Customer. Notwithstanding anything to the contrary in Customer’s order or any ancillary documentation thereto, no act by DAS Aviation, including, without limitation, accepting an order, acknowledging an order, commencing performance and/or performance, shall legally bind DAS Aviation to Customer’s terms and conditions of purchase, in total or part. No failure by DAS Aviation to object to Customer’s terms and conditions shall constitute a waiver by DAS Aviation of these terms and conditions of service.

Orders that have been accepted by DAS Aviation may not be canceled without DAS Aviation’s consent. If DAS Aviation consents to a cancellation, an equitable charge will be applied to the order to cover the amount of work performed by DAS Aviation. In the event DAS Aviation provisions special tooling or materials specifically for Customer work and Customer requests a cancellation, DAS Aviation reserves the right to charge Customer the full associated cancellation costs.

In the course of performing services for Customer, DAS Aviation may, without Customer’s consent or authorization, consult with the original equipment manufacturer of Customer’s Aircraft or article as DAS Aviation deems appropriate or reasonably necessary. Customer acknowledges and agrees that such original equipment manufacturer may direct the disposition of the work required to return the Aircraft or article to a serviceable condition and/or determine that the Aircraft or article is beyond economic repair. DAS Aviation shall have no liability to Customer for the costs required to comply with the original equipment manufacturer’s directions, any determination of beyond economic repair, or otherwise in connection with such consultation with the original equipment manufacturer.

All work performed by DAS Aviation shall conclusively be deemed to conform to Customer’s order and be accepted by Customer unless rejected in writing within fourteen (14) days of Redelivery (as defined below). Such acceptance shall be conclusively deemed final, and Customer waives the right to revoke such acceptance for any reason.

2. RATES AND EXPENSES. All work performed will be charged at the customer labor rate indicated on the work authorization order and/or Pricing Proposal, published rate, or quoted rate. If no rate is provided, all work will be charged at the DAS Aviation effective shop and travel rates. Customer acknowledges that changes to work scope may affect price and redelivery estimates, and Customer shall be responsible for any change in price, including overtime required for such changes. Additional labor charges may be included for overtime and/or holiday time. Estimated pricing is defined to mean an approximate calculation only. The final price may exceed the estimated price. Customer agrees to pay all expenses incurred by DAS Aviation because of work performed on behalf of Customer. This includes all travel-related expenses for travel to and from the work location, as well as charges levied by the fixed base operator, such as hangar fees, aircraft fuel, ground power, escort, etc. Customer agrees that if parts are replaced under an exchange basis and the exchange core requires replacement parts not normally required during the overhaul, or if the core is rejected, Customer shall be invoiced for and shall pay for such replacement parts or additional cost associated with the core unit being beyond economical repair.

3. LIMITED SERVICES WARRANTY. DAS Aviation warrants to Customer all labor pertaining to the work shall be performed by DAS Aviation in accordance with applicable U.S. Federal Aviation Administration (“FAA”) regulations.

Warranty periods, warranty coverage and warranty remedies are set forth in the below table.

Services	Warranty Period*	Warranty Coverage	Warranty Remedy
Repairs (includes maintenance and modifications)	1 year or 300 flight hours from the date of tagging for return to service, whichever comes first	Free from defects in workmanship and material consumed or utilized by DAS Aviation in the work	Repair or replace, at DAS Aviation’s option, the defective material consumed or utilized by DAS Aviation in the work
Overhauls	36 months or 600 hours from the date of tagging for return to service, whichever comes first	Free from defects in workmanship and material consumed or utilized by DAS Aviation in the work	Repair or replace, at DAS Aviation’s option, the defective material consumed or utilized by DAS Aviation in the work
Paint adhesion for full strip and paint jobs	1 year or 300 flight hours from return to service, whichever comes first	Free from defects in workmanship for surface preparation and application of paint	repair or repaint, at DAS Aviation’s option, areas exhibiting defects in workmanship

*Warranty periods for individual parts, components, and landing gear repairs and overhauls referenced within the individual sales order for those items shall apply, and all other terms and conditions set forth herein shall apply to such warranties. In the event an individual sales order does not include a warranty period for any item, the applicable warranty period set forth herein shall apply thereto.

DAS Aviation does not warrant the difference of paint shades due to the age of existing paint on the Aircraft or the alignment of the DAS Aviation applied stripes to the stripes that are on the Aircraft.

The warranty remedies set forth herein are the sole and exclusive remedies. Notwithstanding the foregoing, if DAS Aviation determines that such repair or replacement is not commercially reasonable or feasible or such remedy fails its essential purpose, Customer’s exclusive alternate remedy and DAS Aviation’s sole obligation, will be the return to Customer the price paid to DAS Aviation for the service of the article deemed defective.

The Customer shall provide DAS Aviation with written notice of a claim defect within thirty (30) days after the defect becomes apparent. Said notice will contain reasonable proof that the claim defect is covered by DAS Aviation warranty and is subject to confirmation and verification by DAS Aviation.

The warranties in this Section 3 shall not apply to (a) normal wear and damage due to composite expansion or cracking; (b) damage due to foreign objects (FOD); (c) normal leading-edge erosion; (d) damage caused by or resulting from improper maintenance or operation; or (e) damage caused by abuse, neglect, accidents, misuse, fire, flood, adverse environment or acts of God. These warranties apply only if the aircraft/equipment is returned to DAS Aviation facilities at Customer’s expense for repair with a written description of the defect. DAS Aviation does not warrant parts, materials, components, equipment or services supplied or performed by other parties but will give Customer reasonable assistance in enforcing Customer’s rights, if any, under any warranties provided by DAS Aviation’s suppliers and/or vendors. DAS Aviation warranties do not extend to Customer furnished parts, materials, equipment or components.

Should a unit be returned to DAS Aviation requiring additional maintenance not related to the warranty claim, the charges will be reduced by the amount of the warranty repair.

The status of any Customer warranty claim shall be communicated to the Customer in writing on the DAS Aviation Warranty Claim Form. All such communications shall be sent to the Customer through the DAS Aviation customer services department.

The above is for work performed by DAS Aviation, or at DAS Aviation subcontractors. All work performed will be documented on an FAA form 8130-3 and the DAS Aviation work order documents, as applicable.

THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE). IN NO EVENT SHALL DAS AVIATION BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, TRANSPORTATION CHARGES, COST OF REMOVAL/INSTALLATION, DIMUNITION IN VALUE, LOSS OF USE, AND/OR LOST REVENUE OR PROFIT. NO AGREEMENT EXTENDING THIS WARRANTY SHALL BE BINDING UPON DAS AVIATION UNLESS IN WRITING AND SIGNED BY ITS DULY AUTHORIZED OFFICER OR REPRESENTATIVE. THE ABOVE WARRANTY IS THE ONLY WARRANTY GIVEN UNLESS OTHER WARRANTIES ARE ATTACHED AND MADE A PART HEREOF.

4. LIMITATION OF LIABILITY.TO THE FULLEST EXTENT PERMITTED BY LAW, DAS AVIATION’S LIABILITY ON ANY CLAIM OF ANY KIND, (WHETHER RESULTING FROM THE ORDINARY NEGLIGENCE OR GROSS NEGLIGENCE OF DAS AVIATION, ITS EMPLOYEES, SUBCONTRACTORS OR AGENTS), FOR ANY LOSS OR DAMAGE TO THE AIRCRAFT OR ANY OTHER PROPERTY ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE PERFORMANCE OR NONPERFORMANCE OF ANY WORK, THE CUSTODY OR POSSESION OF THE AIRCRAFT BY DAS AVIATION, OR THE EXERCISE BY DAS AVIATION OF ANY RIGHTS AND REMEDIES UNDER THIS AGREEMENT, SHALL IN NO EVENT, EXCEED (I) IN THE CASE OF LOSS OR DAMAGE TO THE AIRCRAFT OR ANY PART, EQUIPMENT, COMPONENT OR WORK, OR ANY OTHER PROPERTY, THE COST OF REPAIRING OR REPLACING THE APPLICABLE PART, EQUIPMENT, COMPONENT, WORK OR OTHER PROPERTY WHICH GIVES RISE TO THE CLAIM; PROVIDED, HOWEVER, IF THE COST OF REPAIRING OR REPLACING SUCH PROPERTY IS GREATER THAN THE FAIR MARKET VALUE OF THE PROPERTY IMMEDIATELY PRIOR TO THE DAMAGE, THEN DAS AVIATION’S LIABILITY SHALL BE LIMITED TO THE FAIR MARKET VALUE OF THE PROPERTY IMMEDIATELY PRIOR TO THE DAMAGE;AND (II) IN THE CASE OF PERSONAL INJURY OR DEATH, THE AMOUNT OF INSURANCE PROCEEDS PAID BY DAS AVIATION’S INSUROR IN CONNECTION WITH ANY SUCH CLAIM.  ANY SUCH LIABILITY SHALL BE CONDITIONED UPON CUSTOMER PROVIDING PROMPT WRITTEN NOTICE TO DAS AVIATION OF ANY SUCH CLAIM AND, IN ANY EVENT, WITHIN ONE YEAR FROM THE DATE OF OCCURRENCE OF THE FACTS AND CIRCUMSTANCES GIVING RISE TO THE CLAIM (EXCEPT FOR WARRANTY CLAIMS, WHICH ARE GOVERNED BY THE PROVISIONS OF THE DAS AVIATION LIMITED SERVICES WARRANTY SET FORTH ABOVE). IN NO EVENT SHALL DAS AVIATION BE LIABLE TO CUSTOMER OR ANY CUSTOMER PARTY (AS DEFINED BELOW) FOR: (A) SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES (B) LOST REVENUE OR PROFIT, DIMINUTION IN VALUE, LOSS OF USE, AND/OR COST OF REPLACEMENT AIRCRAFT (INCLUDING PURCHASE, LEASE, CHARTER OR OTHER FORM OF ALTERNATIVE LIFT), WHETHER SUCH DAMAGES ARE CONSIDERED SPECIAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES UNDER APPLICABLE LAW, AND (C) ANY DAMAGES ARISING FROM OR RELATED TO ACTS OF WAR OR TERRORISM (COLLECIVELY, “INDIRECT DAMAGES”). CUSTOMER  RELEASES AND SHALL HOLD HARMLESS AND INDEMNIFY THE INDEMNITEES FROM AND AGAINST SUCH INDIRECT DAMAGES INCURRED OR SUFFERED BY ANY OF THE CUSTOMER PARTIES THAT IN ANY WAY RELATE TO THIS AGREEMENT AND THE WORK PROVIDED BY DAS AVIATION UNDER THIS AGREEMENT (INCLUDING SUCH INDIRECT DAMAGES DUE TO THE ORDINARY OR GROSS NEGLIGENCE OF DAS AVIATION). TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, THESE LIMITATIONS AND EXCLUSIONS WILL APPLY REGARDLESS OF WHETHER LIABILITY ARISES FROM BREACH OF CONTRACT, WARRANTY, TORT, BY OPERATION OF LAW, OR OTHERWISE. AIRCRAFT MAINTENANCE RECORDS AND RETURN TO SERVICE DOCUMENTATION ARE PROVIDED FOR REGULATORY PURPOSES TO DEMONSTRATE THE MAINTENANCE ACTIVITIES ACCOMPLISHED AND DO NOT CONSTITUTE A WARRANTY OR GUARANTEE.

5. INDEMNIFICATION. Customer shall and hereby agrees to release, indemnify, defend and hold harmless DAS Aviation, its affiliates, and their respective directors, officers, partners, members, shareholders, employees, and agents (collectively, the “Indemnitees”) from and against any loss, injury, damage, claims, costs or liability whatsoever (including reasonable attorney’s fees and litigation or dispute resolution fees) in any way arising out of (a) Customer’s or owner’s failure to comply with any of its obligations under this Agreement, (b) access to and presence upon the DAS Aviation facilities by Customer or any lessee, lessor or owner of the Aircraft or applicable equipment, or their respective employees, agents and subcontractors, and (c) the possession, maintenance, use and operation of the Aircraft by Customer, owner or third parties following redelivery of the Aircraft or article to Customer or owner or such third party, except to the extent such claim results from the sole gross negligence or willful misconduct of DAS Aviation, its employees or agents.

6. TAXES AND DELIVERY. Delivery of the Aircraft or article to DAS Aviation’s repair facilities, shall be Delivery Duty Paid IncoTerms 2020 (“Delivery”), and redelivery of the Aircraft or article to Customer shall be ExWorks IncoTerms 2020 at DAS Aviation’s facility (“Redelivery”). All federal, state or local taxes applicable to the sale, possession, use or transportation of the parts sold, or the work performed, and all duties, imports, tariffs or other similar levies shall be added to the prices and paid by Customer, unless Customer furnishes an appropriate certificate of exemption. Customer shall indemnify and hold harmless the Indemnitees from the payment or imposition of any tax or levy imposed on any parts sold, or for any work performed, plus penalties, interest or reasonable attorney’s fees connected with the imposition of any such tax or levy. Customer shall provide current aircraft records, registration, and maintenance task cards, etc. as applicable, prior to Delivery.

7. TITLE/LIEN. Title to the work performed passes to Customer at Redelivery. In addition to DAS Aviation’s statutory and possessory lien, which Customer hereby acknowledges, Customer grants to DAS Aviation a continuing, first priority security interest in and lien upon the work, the aircraft (and any part thereof) and any proceeds thereof, including but not limited to insurance proceeds or sale or disposition of the aircraft or any portion thereof and the proceeds of such proceeds (collectively, the “Collateral”) to secure prompt payment of any and all amounts owed by Customer to DAS Aviation.

8. PAYMENT. Except as otherwise agreed by DAS Aviation, full payment is required in immediately available U.S. dollar funds prior to Redelivery. If Customer chooses to pay by credit card, DAS Aviation reserves the right to impose a service fee of up to 3.5% of the final balance due. A non-refundable deposit in the amount set forth in the Work Order Authorization or quote is required and will be retained as liquidated damages in the event the project is canceled by Customer. A valid credit card will be required to process this deposit unless another form of immediate or guaranteed funds can be arranged.

Progress payments may be required for projects in excess of $50,000. Progress payments are due within 30 days of the invoice date or no later than the due date shown on the invoice for Customers with an established credit line. Balances not paid by due date will be charged an additional 2% of balance due after 31 days and 5% after 61 days. If a final invoice cannot be provided at Redelivery, Customer shall deliver payment based upon an estimated invoice and supplementary invoices reflecting the actual charges and balances will be submitted to Customer as soon as practicable and will be reconciled with the amounts previously invoiced to Customer and/or paid. Payments must be in United States Dollars and in the form of immediately available funds, wire transfer or ACH. If payment is arranged by some other method, potential additional charges may apply.

All Net 30 payments must be approved by DAS Aviation via credit terms sheets from DAS Aviation’s Accounting before any work can be accomplished, otherwise the account shall be paid in full. All first-time Customers are required to pay before DAS Aviation will release any component.

Additionally, for services covered by approved third party payment (i.e., warranty, insurance, and/or title closing), DAS Aviation will require proof that DAS Aviation is a named payee.

DAS Aviation will have a lien(s) (as described in Section 7) on all Collateral or any other personal property In DAS Aviation’s possession for all sums owed or owing to DAS Aviation. If any amount due and owing DAS Aviation is not been paid by Customer within 90 days of the due date, DAS Aviation shall have the right to deem the Collateral or any other personal property in DAS Aviation’s possession as abandoned and to sell the Collateral or such property as provided in any applicable statute (including, but not limited to, the Uniform Commercial Code) to satisfy the amount due and owing DAS Aviation. Such sale is in addition to any other rights DAS Aviation may have at law or under this Agreement. Any amount realized from any such sale, more than the amount due and owing shall be credited toward Customer’s account for future work at DAS Aviation. If a lien is not placed on the Collateral or such other property, DAS Aviation shall retain possession of the Collateral or such other property until all amounts due and owing by Customer to DAS Aviation are paid to DAS Aviation. If the Collateral or such other property is sold, Customer shall indemnify and hold harmless the Indemnitees as to any claims, suits and all associated costs related to such sale.

9. DELAYS. DAS Aviation may provide a completion date for services at its own initiative or upon Customer’s request. Completion dates are non-binding estimations only, and DAS Aviation reserves the right to unilaterally amend these at its sole discretion. A Customer’s due date, required by date, must have date, requested ship date, or any other similar term denoting a required delivery timeline on an order shall have no binding effect on DAS Aviation, irrespective of whether this is communicated prior to the issuance of the order.

 

If performance of the services requires Customer approval or direction after performance of the services has been initiated, DAS Aviation shall be authorized to stop work on Customer’s Aircraft or article if, within five (5) calendar days of DAS Aviation’s request for such approval and/or direction, Customer does not provide sufficient approval or direction to DAS Aviation so as, as determined by DAS Aviation’s in its sole discretion, to allow DAS Aviation to continue the performance of the services. Any such work stoppage may result in Customer’s Aircraft or article being removed from DAS Aviation’s workflow or schedule and may result in a delay and/or additional charges to restart work on Customer’s Aircraft or article.

DAS Aviation shall not be liable for delays in delivery, performance or failure to perform, manufacture or redeliver due to causes beyond its reasonable control, including without limitation acts of God, fires, floods, sever weather, acts of or delays caused by Customer, acts of or delays caused by the original equipment manufacturer of the Aircraft or the article, acts of government or military authority (including, without limitation, the imposition of new or any increases to duties, taxes, tariffs or similar charges or the imposition of restrictions or requirements related to product or material origin, processing or composition that, individually or collectively, directly or indirectly, materially affect DAS Aviation’s ability to provide material or perform services or DAS Aviation’s overall cost of providing material or performing services for Customer), embargoes, industrial or civil disturbances, war or threat of war, terrorist act or threat, power or telecommunication outage, changes in the scope of work requested by Customer, condition of the Aircraft or article, delays in transportation or shortages, pandemics, epidemics, quarantine restrictions, strikes, boycotts, lockouts, or inability due to causes beyond its reasonable control to obtain necessary labor, materials, utilities, components,  or manufacturing or repair facilities (an “Excusable Delay”). Any delay experienced by DAS Aviation’s suppliers or vendors meeting the definition of “Excusable Delay” above, as applicable to that supplier or vendor, shall be considered an Excusable Delay for the purposes of this Agreement. In the event of any Excusable Delay, the date of performance / Redelivery shall be extended for a period of time as may be reasonably necessary to compensate for any such delay.

10. GOVERNMENTAL AUTHORIZATIONS.Customers must timely obtain all required governmental authorizations, including import or export licenses and exchange permits. Customer shall remain importer/exporter of record, regardless of whether DAS Aviation provides Customer with assistance in this area. DAS Aviation shall not be liable if any authorization is delayed, denied, revoked, restricted or not renewed and Customer shall not be relieved of its obligation to pay for the work, or any services rendered by DAS Aviation. All articles, parts or equipment delivered shall always be subject to the U.S. Export Administration Regulations and/or International Traffic in Arms Regulation and/or Customs Regulations and laws of the U.S.A. and any amendments. Customer agrees not to dispose of U.S. origin items provided by DAS Aviation other than in and to the country of ultimate destination specified in Customer’s purchase order and/or approved government licenses(s) or authorizations(s), except as these laws and regulations may permit.

11. COMPLIANCE WITH LAW. Customer represents and warrants that it is in compliance with and will comply with the following in connection with this Agreement and the work performed by DAS Aviation: End-Use Certificate DLA Form 1822, the Arms Export Control Act (22 U.S.C. §2751 et seq.)(the “AECA”); Export Administration Act of 1979 (50 App. U.S.C. §2401 et seq.) (the “EAA”); International Traffic in Arms Regulations (22 CFR 120 et seq.) (the “ITAR”); Export Administration Regulations (15 CFR 730 et seq.) (the “EAR”); Foreign Assets Control Regulations (31 CFR 500 et seq.); the Espionage Act (18 USC 793 et seq.); the Bank Secrecy Act (31 S.C. 5311 et seq.) (the “BSA”); the Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1 et seq.) (the “FCPA”), the United Kingdom Bribery Act, and any other foreign federal, state or local anti-bribery and kickback laws, including any similar laws requiring compliance with fiduciary duties.  Customer further specifically represents and warrants that:

a. No person who owns a controlling interest in or otherwise controls Customer and, to the knowledge of Customer, neither the owner or operator of the Aircraft if Customer is not the owner or operator, was or is: (i) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation, or (ii) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders.

b. Customer and, to the knowledge of the Customer, (i) any director, officer, agent, employee or affiliate of the Customer, and (ii) the owner and operator of the Aircraft or any director, officer, agent, employee or affiliate of the owner or operator, if Customer is not the owner and/or operator of the Aircraft (those parties in clause (i) and (ii), collectively, the “Compliance Parties”), are not currently subject to any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State, the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Customer or any director, officer, agent, employee or affiliate of the Customer, or to the knowledge of Customer, any other Compliance Parties located, organized, or resident in or a citizen of a country or territory that is the subject or target of Sanctions, (each, a “Sanctioned Country”)

c. For the past five (5) years, the Customer and its affiliates have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

d. Customer certifies that to its best knowledge the Aircraft has not previously traveled to any country or region in violation of the U.S. Export Controls and Trade Sanctions (which specifically include (but are not limited to) the countries of Russia, Belarus, Cuba, Iran, North Korea and Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine) (collectively, “Prohibited Countries”).

e. Customer certifies that it will ensure that its operation of the Aircraft will comply with S. Export Controls and Trade Sanctions in all respects and that it has received appropriate certifications from any additional owners or operators of the Aircraft (if any) to confirm that their operation of the Aircraft will also comply with U.S. Export Controls and Trade Sanctions in all respects.  Without limiting the foregoing, Customer certifies that, following the receipt of any goods or services from DAS Aviation the Aircraft will not operate or permit the Aircraft to be operated to any Prohibited Countries.

12. INSURANCE. DAS Aviation Product Liability Insurance Limits are as follows – Commercial General Liability for completed products USD 50,000,000 each occurrence. Personal and Advanced Injury USD 25,000,000. Damage to Rented Premises USD 1,000,000. Customer shall be responsible for maintaining insurance on the Aircraft, including aviation liability and all-risks hull insurance, equal to or greater than the value of Customer’s Aircraft during the performance of the work or services and for a period of three (3) years after the completion thereof and shall cause its insurer(s) to waive any right of subrogation against DAS Aviation.

13. ACCESS TO FACILITIES AND CHANGES. Customers shall have access during normal business hours to unrestricted areas at DAS Aviation’s facilities and the component while the work is being performed and shall observe all applicable security rules and policies.

14. DEFAULT BY DAS AVIATION. DAS Aviation shall not be considered in breach or default of any of its obligations under this Agreement, unless (i) Customer shall have first provided to DAS Aviation written notice of such an alleged breach or default within a reasonable time after Customer becomes aware of or forms a belief that such breach or default occurred (ii) such written notice specifies in reasonable detail the grounds for such breach or default, and (iii) DAS Aviation has either failed to cure such breach or default within thirty (30) calendar days following receipt of such written notice from Customer, or has failed to undertake within such thirty (30) day period reasonable steps to cure such breach or default, and completes such cure within a reasonable time thereafter.  In the event of any such breach or default by DAS Aviation under this Agreement, any claim by Customer against DAS Aviation shall be subject to the limitations and conditions set forth in this Agreement, including, without limitation, those set forth in Section 3 (Limited Service Warranty),  Section 4 (Limitation of Liability) and Section 16 (Dispute Resolution) of this Agreement.

15. DEFAULT BY CUSTOMER.Customer shall be in default of its obligations under this Agreement and all other agreements with DAS Aviation, (a) if Customer fails to pay when due any amount owed to DAS Aviation under this Agreement or any other agreement with DAS Aviation, and Customer fails to cure such default within ten (10) calendar days after being provided written notice of such failure to pay, (b) any representation or warranty of Customer contained in this Agreement or any other agreement with DAS Aviation is at any time not true and correct, including, without limitation, the representations and warranties set forth in Section 11, above, or Customer at any time has failed to comply with the requirements of Section 11, above, or (c) Customer fails to comply with any other obligation of Customer under this Agreement within thirty (30) calendar days following receipt of written notice from DAS Aviation specifying in reasonable detail the grounds for such breach or default, or has failed to undertake within such thirty (30) day period reasonable steps to cure such breach or default, and completed such cure within a reasonable time thereafter.  In the event of any such default by Customer under this Agreement or any other agreement with DAS Aviation, DAS Aviation may suspend or stop performance under and/or terminate this Agreement and/or any such other agreement with Customer, in addition to the exercise of any or all remedies available under this Agreement, any such other agreement with Customer, and applicable law, subject only to the dispute resolution provisions contained in Section 16 below.  Customer expressly acknowledges and agrees that upon and following the occurrence of any such default by Customer, until DAS Aviation is paid all amounts it is owed by Customer in accordance with the exercise of DAS Aviation’s lien rights under Section 7, above, DAS Aviation shall have no obligation to perform any preservation tasks to or for the Aircraft, or its engines or systems, or components and Customer hereby waives any rights and claims with respect to, and releases DAS Aviation from any liability in connection with, (i) any failure or refusal of DAS Aviation to perform any such preservation tasks to or for the Aircraft, or it engines or systems, components or (ii) the performance of any such preservation tasks to or for the Aircraft, or its engines or systems, components, whether performed voluntarily by DAS Aviation at its sole discretion, or otherwise required by applicable law.

16. DISPUTE RESOLUTION.

a. If Customer has a dispute with or a claim against DAS Aviation arising out of or relating to the work and this Agreement (a “Dispute”), then Customer shall give written notice to DAS Aviation requesting that senior management of Customer and DAS Aviation attempt to resolve the Dispute.  Such notice shall specifically refer to the dispute resolution procedures of this Section 16.  Within fifteen (15) calendar days after receipt of such notice, DAS Aviation shall submit a written response.  Both the notice and the response shall include, with reasonable particularity, a statement of the applicable party’s position and a summary of reasons supporting that position and the name(s) of senior management who will represent the applicable party.  The parties shall cause senior management to meet within thirty (30) calendar days after receipt of the notice, at a mutually acceptable time by phone or videoconference (or in person, if mutually agreed), and thereafter as often as they reasonably deem necessary, and use commercially reasonable efforts to resolve the Dispute in good faith. At no time shall either party initiate litigation related to this Agreement, except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the parties or as otherwise permitted in this Section 16.

b. If the parties are unable to resolve the Dispute in accordance with clause (a) above, then the Dispute shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to this clause (b). Such arbitration shall take place at a location within the county of the state where the work under this Agreement was primarily performed (provided that, by mutual agreement, the proceedings may be conducted via video conferencing), and before one neutral, independent and impartial arbitrator appointed by JAMS in accordance with its rules, provided that such arbitrator shall have relevant technical expertise in the aviation industry with respect to the maintenance and repair of aircraft comparable to the Aircraft.  The arbitration shall be administered by JAMS pursuant to its applicable Arbitration Rules and Procedures.  Judgment on any award may be entered in any court located within the county and state where the work under this Agreement was primarily performed.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

c. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, experts and attorneys in discussions conducted under clause (a) or in mediation under clause (b), above, are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation. 

17. ATTORNEY FEES. The prevailing party in any litigation to enforce this Agreement or any obligation concerning its subject matter shall be entitled to its reasonable costs and attorneys’ fees (including costs of collection) in addition to any relief obtained.

18. APPLICABLE LAW. This Agreement shall be interpreted in accordance with the law of the State where the work is or was performed, without regard to conflicts of law principles. The parties’ consent and hereby submit to the exclusive jurisdiction of the federal and state courts located in the county and state where the work is or was performed for a termination of any and all issues between them relating to this Agreement or its subject matter. Customer hereby waives (1) the right to a jury trial in all proceedings, (2) any and all objections to venue and inconvenient forum in the state courts referred to in this section, and (3) any and all rights to remove any action to the United States District Courts. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to the purchase of products by Customer from DAS Aviation.

19. BINDING AND AUTHORITY. CUSTOMER EXECUTES THIS AGREEMENT ON ITS BEHALF, AND IF CUSTOMER IS NOT THE OWNER OR OPERATOR OF THE AIRCRAFT OR ARTICLE (AS APPLICABLE), ON BEHALF OF THE OWNER, OPERATOR AND/OR ANY OTHER PERSON OR ENTITY WITH AN INTEREST IN THE AIRCRAFT OR ARTICLE HOWSOEVER CLAIMING OR ARISING, INCLUDING WITHOUT LIMITATION, ANY OWNER, OPERATOR, MANAGEMENT COMPANY, LESSOR, LESSEE, OR LENDOR (INDIVIDUALLY A “CUSTOMER PARTY” AND, COLLECTIVELY, “CUSTOMER PARTIES”). ANYONE SIGNING FOR CUSTOMER REPRESENTS THAT SHE OR HE IS AUTHORIZED BY CUSTOMER IN THE CAPACITY INDICATED AND IS UNEQUIVOCALLY AUTHORIZED TO BIND CUSTOMER AND THE CUSTOMER PARTIES TO THIS AGREEMENT. CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE INDEMNITEES FROM AND AGAINST ANY AND ALL CLAIMS BY ANY CUSTOMER PARTY CHALLENGING THE ENFORCEABILITY OF THIS AGREEMENT AGAINST SUCH CUSTOMER PARTY AND/OR FROM AND AGAINS ANY AND ALL CLAIMS AGAINST DAS AVIATION BY ANY CUSTOMER PARTY RELATED TO THIS AGREEMENT, THE PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT, AND/OR OTHERWISE RELATED TO THE AIRCRAFT OR ARTICLE.

If at any time DAS Aviation receives notice of, or otherwise becomes aware of, any dispute, claim, lien, security interest, repossession effort, attachment, levy, injunction, or other assertion by any Customer Party or other person or entity (a “Claimant”) alleging any ownership, possessory, security, lien, or other interest in the Aircraft, engines, components, records, or related property, DAS Aviation shall have the rights set forth below:

DAS Aviation may, in its discretion, conclusively rely on the instructions of the party identified in this Agreement as the Customer and/or the registered owner or operator of the Aircraft or article in the applicable civil aviation registry, unless and until DAS Aviation receives a final, non-appealable court order directing otherwise. DAS Aviation shall have no duty to investigate the validity of any Claimant’s asserted interest.

Upon notice of any such dispute or claim, DAS Aviation may immediately suspend performance of services and may retain possession of the Aircraft or article and all associated records pending resolution of the dispute. Such suspension shall not constitute a breach of this Agreement and shall be deemed an excusable delay.

DAS Aviation may, but shall not be obligated to, seek appropriate judicial relief, including without limitation: filing an action for declaratory relief, interpleader, injunctive relief (temporary, preliminary, or permanent), enforcement of its mechanic’s or possessory lien, and/or any other equitable or legal remedy necessary to protect its interests.

Customer expressly agrees that DAS Aviation shall be entitled to seek injunctive or equitable relief without the necessity of proving actual damages and, to the fullest extent permitted by law, without the obligation to post a bond or other security.

Customer releases and agrees to defend, indemnify, and hold harmless the Indemnitees from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any dispute concerning title to, possession of, or interests in the Aircraft or article, except to the extent finally determined by a court to have resulted solely from DAS Aviation’s gross negligence or willful misconduct.

DAS Aviation shall not be liable to Customer or any Customer Party for any delay, refusal to release the Aircraft or article, suspension of services, or other action taken in response to an asserted dispute or competing claim.

All costs incurred by DAS Aviation in connection with any such dispute, including legal fees and court costs, shall be reimbursed by Customer upon demand and may be secured by DAS Aviation’s lien rights.

20. ADDITIONAL CHARGES. The following additional charges are not included in the quoted prices and shall be paid upon demand if applicable:

a. Repair of any customer-furnished parts, material or equipment found not otherwise suitable for its intended use.
b. Rework or additions to customer furnished engineering.
c. Fuel, oil, insurance and flight crews required for flight testing, certification and/or ground runs on an aircraft.
d. If overtime is required to complete the work on the schedule requested by Customer, DAS Aviation will advise Customer of the necessity and estimated cost, and Customer will have the option to pay overtime rates or adjust the Redelivery date.
e. Necessary replacement parts.
f. Removal and reinstallation or modification of interior components.
g. Redelivery Flights by DAS Aviation and related freight, transportation, insurance, taxes, imports or other similar charges.
h. Shipping and handling charges and Tariffs.
i. Cores that are returned for credit that are rejected, charged additional fees for excessive damage, or for overhaul charges. Any replacement parts required in an exchange core overhaul which are not required as part of a normal overhaul.
j. A consumable charge of up to 5% will apply to final invoice. all billed Time and Material labor charges.
k. A minimum handling fee of up to 15% of the manufacturer’s suggested retail price may be assessed on all parts that are supplied either by the Customer or the warranty vendor if the parts are being replaced under warranty.
l. Additional certification costs to meet non-FAA compliance requirements will be billed on a time and material basis.
m. Any special tooling and/or equipment rentals required will be additional and billed on the final invoice.

21. SYSTEM PRESERVATIONS. Aircraft, engines, APU, systems or component preservation are not included in the scope of work. The Customer shall be responsible for making certain that all specific preservation tasks related to the aircraft, engines, APU, systems or component which are required or become required while the aircraft is in the custody of DAS Aviation are identified. All costs related to the forgoing tasks will be the responsibility of the Customer and billed on time and material basis.

22. AIRCRAFT COMPONENT STORAGE. Upon completion of work, the Customer shall have a grace period of seven (7) calendar days for component redelivery, and any time after that may be subjected to storage fees.

23. SUBSTITUTIONS. DAS Aviation reserves the right to incorporate changes deemed necessary by DAS Aviation to avoid delays or improve product control, performance, reliability, stability, utility, manufacture or appearance of the work.

24. PMA PARTS, PRICING AND SHOP RATES. The pricing quoted herein is valid for a period of thirty (30) days from the date of this proposal. Parts pricing is subject to change by the OEM or supplier. FAA PMA approved parts may be used unless otherwise directed by the customer.

Any parts or assemblies permanently removed from the component as part of maintenance, modification, repair and/or overhaul events will become the property of DAS Aviation unless arrangements are made in advance to the contrary. Work is performed on a time and materials basis, unless a flat-rated basis for labor is specified. Pricing may or may not include an agency or finder’s fee. Quoted prices for inspections include flat-rated labor in accordance with the requirements in the manufacturer’s inspection manual. Flat rated labor is billed at the quoted rate regardless of the actual amount of labor required. Time and Materials items are billed based upon the actual materials, parts, labor and outside services used. DAS Aviation will apply a minimum of 15% markup on all parts and outside vendor services.

25. EXCHANGES. In the event Customer desires an exchange unit and DAS Aviation agrees to provide a unit to Customer on an exchange-basis, the following terms and conditions will apply:

• Title to Customer’s unit shall pass to DAS Aviation, free and clear of all liens and encumbrances, at the time the parties agree on the exchange or DAS Aviation receives the Customer’s unit, whichever last occurs;

• Customer shall provide DAS Aviation with full trace documents and such other reasonably requested documents for Customer’s unit, including, without limitation, unserviceable tags, reason for removal information, and a signed non-incident statement; all such documents will be in English;

• Customer’s unit must be repairable to be eligible for an exchange;
• DAS Aviation shall provide Customer an exchange unit (with the same part number and mod status) with an FAA Form 8130-3;

• Title to DAS Aviation’s unit shall pass to Customer, free and clear of all liens and encumbrances, at the time of delivery of the unit to Customer;
• With respect to Customer’s units, Customer assigns to DAS Aviation any existing warranties or product indemnities from its vendors or suppliers;
• Customer shall comply with and perform any commercial or other conditions identified by DAS Aviation in connection with the exchange;
• DAS Aviation shall be deemed to have completed Customer’s Order upon delivering the DAS Aviation unit as described herein;
• Unless otherwise noted in writing by DAS Aviation, DAS Aviation’s unit shall be covered by DAS Aviation’s Warranty for repair services as outlined above;
• DAS Aviation’s obligation to provide an exchange unit shall be subject to repairable units being readily available to DAS Aviation on commercially reasonable terms, and repair and/or piece part lead times may impact the exchange completion schedule;
• Customer acknowledges that exchange units provided may include PMA parts and/or DER repairs; and
• Consummation of the exchange shall be considered to be the completion of services under this Agreement and shall be subject to all terms and conditions herein.
  
  26. PHOTOS AND VIDEOS. DAS Aviation reserves the right to use photo or videos that may include Customer’s Aircraft or articles for print media, advertisements, online or in any marketing form that DAS Aviation chooses.
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  27. RIGHTS IN CERTAIN DATA. Without limiting any other rights or interests of DAS Aviation, DAS Aviation shall have a perpetual, irrevocable, worldwide, royalty-free license to collect, retain, analyze, use, copy, modify, aggregate, anonymize, and create derivative works from all Maintenance Support Data. “Maintenance Support Data” means all supporting data generated, collected, or captured in connection with the performance of maintenance activities and includes, without limitation, data generated by personnel, tools, test equipment, software systems, sensors, or processes used by DAS Aviation in performing the services, but excludes any personally identifiable information of Customer and its employees or agents.
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  28. MISCELLANEOUS. No amendment of, or waiver of a right under, this Agreement will be binding unless it is in writing and signed by Customer and DAS Aviation. If a provision of this Agreement is unenforceable, this Agreement will be construed as if the unenforceable provision were omitted. Failure by a party to assert any right under this Agreement shall not be a waiver of such right and no waiver shall be implied from the acceptance of any payment or service. No written waiver of any right shall extend to any subsequent similar or dissimilar breach. In the event of a conflict between this Agreement and any other agreement between DAS Aviation and Customer, the terms of this Agreement shall prevail as to the subject matter of this Agreement. The titles and subtitles given to Sections of the Agreement are for convenience only and shall not limit or restrict the context of the Section to which they relate. The provisions of this Agreement are for the benefit of the parties and not for the benefit of any other person. This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, this Agreement is not intended to confer rights against DAS Aviation to any person other than Customer. Notwithstanding anything to the contrary herein, DAS Aviation and its affiliates shall have, to the greatest extent allowed by applicable law, the right to enforce its rights under this Agreement against Customer and any Customer Party.

Last updated 14 Apr 2026