General Terms and Conditions of Sales

Version of 1 October 2026.

1. Definitions

“Company” means NGMP Aerospace.

“Customer” means the entity or person purchasing Equipment, Technical Support, Repair Management Services, or Distribution Products from the Company.

“Equipment” means any aircraft parts, components, spares, or equipment sourced, sold, or distributed by the Company.

“LRU” means Line Replaceable Unit.

“Services” means technical support, engineering advice, repair/overhaul management, logistics coordination, and related services provided by the Company.

“OEM” means Original Equipment Manufacturer.

2. Applicability

These General Terms and Conditions of Sale and Services (“Terms”) apply to all offers, quotations, sales, and service agreements between the Company and the Customer. Any terms or conditions submitted by the Customer (whether in a Purchase Order or otherwise) that conflict with or add to these Terms are expressly rejected unless agreed to in writing by an authorised representative of the Company.

3. Quotations and orders

3.1 Quotations: Quotations issued by the Company are non-binding and valid for thirty (30) days from the date of issuance unless stated otherwise in writing.

3.2 Order Acceptance: No purchase order or request for services shall be binding on the Company until explicitly confirmed in writing by the Company via an Order Confirmation or execution of a specific agreement.

3.3 Cancellations: Orders accepted by the Company cannot be cancelled, amended, or delayed by the Customer without the prior written consent of the Company. The Customer shall reimburse the Company for all expenses, restocking fees, and losses incurred due to cancellation.

4. Scope of services and products

4.1 Technical Support: The Company provides technical support and advisory services based on standard industry practices and data supplied by the Customer. The Customer remains solely responsible for operational decisions, airworthiness compliance, and integration with its fleet operations.

4.2 Equipment Sourcing: The Company acts as an independent provider/trader sourcing aircraft equipment on the open market or from designated suppliers.

4.3 Repair Management: When managing repairs, the Company acts as an intermediary between the Customer and certified Repair Stations/MROs (Maintenance, Repair, and Overhaul facilities). The repair facility’s terms, standard turn-around times, and warranties shall apply directly to the repaired Equipment.

4.4 OEM Distribution: Where the Company acts as an authorised distributor for an OEM, the OEM’s standard product documentation, warranties, and limits apply. The OEM shall supply all shelf life and storage limitations by part number. The OEM shall provide all required certificates and unit history by serial number.

4.5 Customer Nominee: An Operator can request the Company to manage repair, spare and related remedies on its behalf. The Customer will have to sign a delegation letter with all suppliers.

5. Pricing and payment terms

5.1 Prices: Prices are stated in the quoted currency (e.g., USD / EUR) and are exclusive of taxes, duties, customs fees, shipping, freight, insurance, and handling charges, which shall be borne by the Customer.

5.2 Payment Terms: Unless otherwise agreed in writing, payment shall be made in full within thirty (30) days from the invoice date.

5.3 Credit Evaluation and Advance Payment Rights: The Company reserves the right to require payment in advance (in full or in part) via bank transfer, if:

• The Customer is a new client or does not have approved credit terms;
• The Customer’s credit rating or financial condition deteriorates; or
• The order involves high-value OEM equipment or long-lead-time repair management.

Processing, sourcing, and dispatch will only proceed once cleared funds are received by the Company.

5.4 Late Payment: Any unpaid balance after the due date shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) until paid in full. The Company reserves the right to suspend pending shipments or technical support services in the event of payment delinquency.

5.5 Set-Off: The Customer shall not withhold payment or set off any amounts owed to the Company against any claims against the Company.

6. Delivery, title and risk of loss

6.1 Delivery Terms: Delivery of Equipment shall be made EXW (Ex Works – Incoterms 2020) at the Company’s facility or designated warehouse, unless otherwise specified in writing.

6.2 Risk of Loss: Risk of loss or damage to Equipment passes to the Customer upon tender to the carrier or Customer’s designated agent at the point of origin.

6.3 Retention of Title: Title to supplied Equipment shall remain with the Company until full payment for such Equipment and associated services has been received by the Company.

6.4 Traceability & Documentation: Equipment supplied will be accompanied by standard airworthiness documentation (e.g., FAA Form 8130-3, EASA Form 1, or OEM Certificate of Conformity) as specified in the accepted order.

7. Warranties and repair obligations

7.1 Equipment Sourced / OEM Distribution:

• The Company passes through to the Customer all transferable warranties provided by the OEM or original vendor/MRO.
• To the extent permitted by law, the Company makes no independent warranty regarding third-party or OEM Equipment.

7.2 Services Warranty:

• The Company warrants that Services will be performed with reasonable care, skill, and diligence in accordance with customary aviation industry standards.
• The Customer must notify the Company in writing of any alleged service defect within thirty (30) days of completion of the affected Service.

7.3 Exclusion of Warranties: EXCEPT AS EXPRESSLY STATED HEREIN, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. Limitation of liability and indemnification

8.1 Consequential Damages Waiver: IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, AIRCRAFT GROUNDED/AOG COSTS, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THE SALE, USE, OR PERFORMANCE OF EQUIPMENT OR SERVICES.

8.2 Liability Cap: The total aggregate liability of the Company for any and all claims, disputes, or losses arising out of or related to an order shall not exceed the total price actually paid by the Customer to the Company for the specific Equipment or Service giving rise to the claim.

8.3 Indemnification: The Customer agrees to defend, indemnify, and hold harmless the Company, its officers, employees, and agents against any third-party claims, demands, liabilities, or expenses (including reasonable legal fees) resulting from the operation, installation, storage, maintenance, or misuse of Equipment by the Customer or its agents.

9. Export control and compliance

9.1 Regulatory Compliance: The Equipment and technical data supplied by the Company are subject to national and international export control laws regulations (including but not limited to US ITAR/EAR, EU export controls, and UN sanctions).

9.2 Customer Obligations: The Customer warrants that it will not export, re-export, transfer, or divert any Equipment or technical data received from the Company in violation of applicable laws or sanctions regimes. The Customer is responsible for obtaining all necessary import/export licences unless agreed otherwise in writing.

10. Force majeure

Neither party shall be liable for any delay or failure to perform its obligations (except payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, strikes, trade embargoes, government restrictions, shortage of raw materials or components, or failure of OEM supply chains.

11. Governing law and jurisdiction

11.1 Governing Law: These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of France, excluding its conflict of laws principles and excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

11.2 Dispute Resolution: Any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the competent courts in Paris.

12. General provisions

12.1 Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.2 Entire Agreement: These Terms, together with the accepted order confirmation, constitute the entire agreement between the Company and the Customer regarding the subject matter hereof.

12.3 Amendments: No modification or amendment to these Terms shall be binding unless agreed to in writing and signed by an authorised officer of the Company.