Article 1 – General clause
Our services and / or sales are governed by these Terms prevail over any purchase conditions, unless exemption formal and express our part.
The information contained in catalogs or advertising of AeroCanada Industries 770 Inc. are indicative and not binding contractually our society.
Exchange operations of aircraft components are governed by the provisions of the exchange order and valid agreement that accompanies the documentary business and technical appendices associated with operation of redemption by AeroCanada Industries 770 Inc. and sale of aircraft component for the benefit of the buyer.

Article 2 – Confidentiality
Studies, plans, drawings, catalogs and documents delivered or sent by AeroCanada Industries 770 Inc. remain our property and may not be disclosed to third parties under any reason whatsoever without the express prior consent of AeroCanada Industries 770 Inc.

Article 3 – Formation of contract
When a quote is established by AeroCanada Industries 770 Inc., it does constitute the particular requirements for the conditions that modify or complete these terms and conditions.
For orders received from the purchaser, it shall be deemed finally accepted by AeroCanada Industries 770 Inc. after written acceptance by us on a purchase order acknowledgment. It is this which will be acceptance in this case special conditions.

Article 4 – Supply and Transport
Unless otherwise agreed, delivery is deemed to be made in our local according to Incoterm Exworks (reference ICC 1990).
If delivery is delayed for any reason beyond AeroCanada Industries 770 Inc., It will be deemed to have occurred on the agreed date, without prejudice in damages.
It is the responsibility of the buyer, unless otherwise specified, to ensure the costs and risks of transportation of goods sold.

Article 5 – Retention of title

5.1 RESERVATION OF TITLE CLAUSE
In accordance with Article L621-122 of the Commercial Code, AeroCanada Industries 770 Inc. expressly reserves ownership of delivered goods until full payment, interest and costs.
This retention of property contained inment perfectly legible characters in the left margin of the visa signed the invoices issued by AeroCanada Industries 770 Inc.
The customer is deemed to accept the retention of property upon transfer of the enjoyment of the asset.

AeroCanada Industries 770 Inc. retains ownership of the goods sold until payment of the full price in principal and accessories. The delivery of an instrument creating an obligation to pay (bill, check or other) shall not constitute payment under this clause. Non-payment of a shell of what deadlines may result in claims of property. These provisions do not prevent the transfer to the buyer upon delivery, risk of loss and damage of goods sold and the damage they could cause.

Pursuant to Article 1137 of the Civil Code, the buyer from the obligation to ensure the preservation of the thing as full ownership it is not transmitted.

5.2 RESALE OF TANGIBLE PERSONAL PROPERTY
The buyer is entitled, under the normal operation of its business, to resell, install, assemble, or incorporate the goods delivered tell. But he cannot pledge or encumber the collateral, or transfer the property as security.
In case of resale, installation, assembly or incorporation into a finished product, the buyer agrees to pay immediately AeroCanada Industries 770 Inc. part of the price remaining due.
In the absence and in case of accidental resale, the buyer agrees to immediately notifyately AeroCanada Industries 770 Inc. to enable it to exercise its right to any claim against the purchaser.

5.3 AUTHORIZATION OF TRANSFORMING TANGIBLE PERSONAL PROPERTY
The buyer is entitled under the normal operation of its facility to process the goods delivered.
When processed, the buyer agrees to immediately pay the seller the remaining part of the price due.
The buyer immediately sells the property of the object resulting from the transformation to ensure the rights of AeroCanada Industries 770 Inc.
In case of seizure, placement under security interest or any other third party intervention, the buyer must immediately notify AeroCanada Industries 770 Inc.; Authorization processing is withdrawn automatically in case of bankruptcy or liquidation.

5.4 PRIVILEGES AND RETENTION
Under the conditions specified in Article L122-14 of the Code of Civil Aviation, AeroCanada Industries 770 Inc. his capacity as the project owner and subrogated to the rights of the subcontractor has the privilege of Conservative for all benefits payable by the purchaser, without this calling into question the enforceability of settlements reached and / or the right to terminate the contract as stipulated in Article 8 hereof.

Article 6
6.1 PRICE AND PAYMENT
In accordance with Article L441-3 of the Commercial Code, bills AeroCanada Industries 770 Inc. mention the names of the parties and their addresses, the date of sale or service delivery, quantity, precise denominator ion, and unit price excluding VAT of sales and services rendered and any reduction Price acquired at the date of the sale or delivery of services and directly related to the transaction of sale or service delivery.
In accordance with Article L441-6 of the Commercial Code, unless otherwise specified in the conditions of sale or mentioned in the header of invoices or expressly agreed between the parties, the period of rulement of amounts due is attached to the thirtieth day the date of reception of goods or performance of the service requested.

OVERHAUL AND REPAIR LIMITED WARRANTY PT6A ENGINES AND ACCESSORIES PT6A & JT15

This Overhaul and Repair Limited Warranty provides limited warranty coverage for overhauled or repaired PT6A engines and accessories, performed by AeroCanada Industries 770 Inc. Partners (“ACI”). Each such overhaul or repair is warranted strictly as follows:

1. For a period of six (6) years, or upon reaching the manufacturer’s STANDARD TBO, whichever occurs first, ACI’s Partners will repair any overhauled engine returned to ACI which is found, at ACI’s discretion, to be defective in materials or workmanship. The warranty activation date is the date the engine is first operated for any use after overhaul, or the 90th day after ACI’s invoice date, whichever occurs first.

2. For a period of one (1) year, or one thousand (1,000) hours, whichever occurs first, ACI’s Partners will repair any repaired engine returned to ACI’s Partners which is found, at ACI’s discretion, to be defective in materials or workmanship. The warranty activation date is the date the engine is first operated for any use after the repair, or the 90th day after ACI’s invoice date, whichever occurs first.

3. For a period of one (1) year or one thousand (1,000) hours, whichever occurs first, ACI’s Partners will repair or replace any overhauled accessory returned to ACI which is found, at ACI’s discretion, to be defective in materials or workmanship. The warranty activation date is the date the accessory is first operated for any use after the overhaul, or the 30th day after ACI’s invoice date, whichever occurs first.

4. For a period of six (6) months or five hundred (500) hours, whichever occurs first, ACI’s Partners will repair or replace any repaired accessory returned to ACI which is found, at ACI’s discretion, to be defective in materials or workmanship. The warranty activation date is the day after ACI’s invoice date. ACI’s Partners will, at its option, replace any defective engine with an overhauled engine, and any defective accessory with a new or overhauled accessory. The total liability of ACI shall not exceed the value of the Equipment immediately prior to the failure precipitating a warrant claim. If ACI elects to repair or replace such items, ACI’s Partners shall have a reasonable time to make such repairs or replace such items. If ACI’s Partners found the problem to be covered under the warranty, the required repair or replacement shall be at no cost to Buyer (besides shipping costs). If, however, ACI’s Partners concludes that the parts returned are not defective, Buyer will be notified, the product returned at Buyer’s expense, and a charge made for examination and testing.

5. Repair/ replacement of any engine or accessory under this warranty will not extend the warranty coverage periods set out above.

6. This warranty does not apply to any engine or accessory overhauled or repaired by ACI’s Partners which (1) has been subject to misuse, neglect, or accident; (2) has been installed, repaired, maintained or altered in any way that in the judgment of ACI’s Partners has adversely affected the condition of the engine or accessory; (3) has been operated inconsistent with ACI’s Partners and engine manufacturer recommendations and limitations; (4) One or more individuals who do not belong to ACI personnel have performed on the Equipment unauthorized repair, improper testing or non-required maintenance, such as, but not limited to, pre-purchase inspection; or (5) has been changed from its original FAA certificated configuration.

7. ACI and his Partners will not be responsible for the repair or replacement of any engine or accessory that has failed as a result of corrosion, operation with non-calibrated engine gauges, improper fuel system adjustment, non-approved fuel, oil grades, or additives, or installation of non-approved parts or components that alter the engine’s original type design.

8. The provisions of this warranty do not apply to normal maintenance service, or to the replacement of normal service items.

9. THIS WARRANTY IS A WARRANTY TO REPAIR OR REPLACE AND NOT A WARRANTY OF THE CONDITION OR FUTURE PERFORMANCE OF THE PRODUCTS WHICH IT COVERS. THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, SPECIFICALLY, BUT WITHOUT LIMITATION, THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL ACI BE RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE AND DELAY IN DELIVERY.

10. This warranty is governed by the laws of the State of Quebec, Canada.

11. No person is authorized to give any other warranty or to assume any additional obligation or liability on behalf of ACI and his Partners.

Additional technical conditions:

Our proposals assume:

• Engine shall be found in normal wear & tear condition.
• Engine shall be delivered to ACI in complete configuration – no missing parts.
• Engine shall be compliant with the engine logbook.
• Repair of Damaged engine parts is estimated based on the engine to be found in a normal run-out condition, no abnormal findings such as FOD, over temp, over torque, overspeed etc.
• Final and precise proposal will be made after the TDR (Teardown Report), to be approved by Customer.
• TAT (Turnaround time): ACI’s Partners will perform the overhaul within minimum 55 working days, after approval of the TDR (Tear Down Report) by Customer (expected within minimum 25 working days). The turnaround time begins upon arrival of the engine at ACI facility and finishes when the engine is shipped back to Customer. The turnaround time does not include the time taken by Customer to respond to ACI appeals if such shall be submitted to Customer after the arrival of engine to ACI facilities partners.
• The overhauled engine shall be released back to Customer on either an FAA Form 8130-3 or EASA Form-1.·

HSI (HOT SECTION INSPECTION):

A Hot Section Inspection generally performed after half time hours to guaranty the integrity of the engine until the next overhauled. A runup is performed before disassembly. The hot sections are removed with the engine on-wing.

Our Partners’ flat rate HSI include:

• Opening, inspection and reinstallation work
• Only Combustion chamber Assy is shipping to our partners’ repair shop to perform the disassembly, the inspection and the fuel nozzle bench test (2 at 3 days on place if no defects are detected)
• Flat Rate Price include also the shipping of this Combustion Chamber Assy to repair shop (other parts than the Combustion Chamber assy are shipped only if we find defects during inspection and not repairable on place).
• HSI standard KIT

Parts Visually Inspected:

– The Fan Blades (generally for FOD…),
– Impeller
– The Main Oil filter (for any eventual problems as metal chips or debris).
– HT Disk and blades are visually and dimensionally inspected. (If the dimensions are under the quota, it is commonly accepted by the two parties that the shop will automatically try to save the blades, because of the JT15 BLADES high cost – this service comes in addition of the HSI price).
– Small Duct assembly is disassembled to inspect the HT Stator as well as the Small Duct.
– Large Duct
– Combustion Liner.
– Fuel Nozzles are Pressure checked and Spray checked.
– The #4 Bearing Housing

A HSI is subject to additional findings out of tolerance and not include the repair or replacement of major parts.
Unlike the PT6A, the JT15 parts require a passage to the repair shop. Of course, if during the inspections, the technicians on site have any doubt regarding a removed part, he will have to send it to the shop to remove the doubt.
Of course, if any of the removed parts required more than an inspection, like a repair or a replacement…, it will come in addition of the HSI price. If for any reason, the Customer refuse the observation of the repair shop, he will (at its own expenses) receive back the removed parts after the full payment of the evaluation, inspection (more than the parts included in the HSI), additional work performed on those parts, additional shipping cost, deposit for the SPECIAL SHIPPING BOX (that the Customer will have to return), and ACI fee & expenses.

ACI chooses its partners according to their services, and the quality / price ratio that they bring to our customers. We always try (where possible and reasonable) to lower prices by finding better solutions on the market. This obviously depends on the time the customer has. In case of AOG the customer will generally prefer the fastest solution.

In any case, we manage for our Customers worldwide Repairs, OVERAULED and HSI with special rates and services. The customer have always the right to say no.

6.2 Rate of interest penalties for late
According to law No. 92-1442 of 31 December 1992 settlement terms stipulate the conditions of application and the interest rate of liquidated damages due the day following the settlement date on the invoice if the amounts due are paid after that date. Unless otherwise provided, the penalty rate for late payment is one-half times the legal interest rate. The delay penalties are payable without necessity of a reminder.

Article 7 – Warranty
In terms of warranty, “AeroCanada Industries 770 Inc.” affects the terms and provisions of its suppliers.
In no event “AeroCanada Industries 770 Inc.” may be involved in the damage or caused by an aircraft when a discharge paper or declaration of conformity issued by a third party are issued with the said member.
In other cases, “AeroCanada Industries 770 Inc.” rejects any liability for the product.
“AeroCanada Industries 770 Inc.” warrants only that the element/part does not come from a military, government surplus or stock, and has never been involved in a major disaster (D clause of the statement of conformance).

Article 8 – Termination clause of right
In case of breach of contract by one party, the current contract will be automatically terminated in favor of the other party without prejudice to the damages that might be claimed to the defaulting party.
The resolution shall take effect eight calendar days after sending a notice remained unsuccessful.

Article 9 – Settlement of disputes, responsibilities and waiver

9.1 ALLOCATION OF JURISDICTION
Any dispute relating to this sale, even if a warranty or multiple defendants shall failing agreement to the exclusive jurisdiction of the Commercial Court of Montreal (Province of Quebec) Canada.
Co-contracting parties with AeroCanada Industries 770 Inc. are in all cases deemed to elect their home to their office. Multinational firms acting on behalf or on behalf of Canadian companies are deemed to elect domicile in Canada principal place of business of the contracting apparent.

9.2 RESPONSIBILITIES AND WAIVER
For the execution of this contract, AeroCanada Industries 770 Inc. and its employees will be considered as acting as agents of the buyer.
Applying this principle, the buyer waives both its own name and on behalf of its insurers any recourse against AeroCanada Industries 770 Inc.