General Terms and Conditions of Purchases

Version of 1 October 2026.

1. Definitions

“Buyer” means NGMP Aerospace.

“Seller” or “Supplier” means any vendor, OEM, broker, airline, MRO facility, or service provider to whom a Purchase Order or Work Order is issued.

“Goods” means all aircraft spare parts, components, equipment, assemblies, raw materials, or consumables purchased by the Buyer.

“Services” means repair, overhaul, inspection, testing, modification, engineering, or logistics services performed on aircraft parts or equipment at the request of the Buyer.

2. Applicability

These General Terms and Conditions of Purchase (“Terms”) govern all Purchase Orders (POs) and Work Orders (WOs) issued by the Buyer to the Seller. Acceptance of a PO/WO or performance by the Seller constitutes unconditional acceptance of these Terms. Any conflicting or additional terms proposed by the Seller are expressly rejected unless agreed to in writing by an authorised representative of the Buyer.

3. Purchase orders and work orders

3.1 Binding Effect: No PO or WO shall be binding on the Buyer unless issued in writing by an authorised representative of the Buyer.

3.2 Acknowledgement: Seller shall acknowledge and accept the PO/WO in writing within three (3) business days of receipt. Work or procurement commenced prior to formal written acceptance shall be governed by these Terms.

3.3 Changes: The Buyer reserves the right to modify drawings, specifications, quantities, or delivery schedules by issuing a written Change Order. If such change causes an increase or decrease in cost or required time, an equitable adjustment shall be negotiated and agreed in writing.

4. Airworthiness, traceability and quality assurance

4.1 Airworthiness Documentation: All Goods supplied or Services performed must be accompanied by appropriate, valid, and authentic aviation certifications as requested in the PO/WO, including but not limited to:

4.2 Standard of Workmanship (Services): All repair, overhaul, or modification Services performed by MROs or OEMs shall strictly comply with current OEM Maintenance Manuals (CMM/AMM), applicable Airworthiness Directives (ADs), Service Bulletins (SBs), and regulatory requirements (FAA, EASA, or local NAA).

4.3 Counterfeit Parts Prevention: Seller warrants that all Goods supplied are genuine, authentic, and contain no counterfeit or unauthorised parts. Seller shall maintain a counterfeit prevention and control plan compliant with industry standards (AS6174 / AS5553 or equivalent).

4.4 Shelf Life & Condition: Chemical products or shelf-life-sensitive items must have a minimum of 80% remaining shelf life upon receipt by the Buyer unless otherwise specified in writing.

5. Inspection and rejection

5.1 Right of Inspection: All Goods and Services are subject to inspection, testing, and approval by the Buyer (or its end-customer/designee) upon arrival at the designated facility.

5.2 Non-Conforming Items: If Goods or Services fail to meet specifications, quality requirements, or lack required airworthiness documentation:

6. Delivery, title and risk of loss

6.1 Delivery Terms: Delivery shall be DDP (Delivered Duty Paid – Incoterms 2020) to the Buyer’s designated facility or designated MRO/warehouse, unless explicitly specified otherwise in the PO/WO.

6.2 Time is of the Essence: Timely delivery is a material condition of every PO/WO. In the event of a delay or anticipated delay, the Seller shall immediately notify the Buyer in writing.

6.3 Late Delivery Damages / AOG: If delivery is delayed beyond the agreed date due to Seller’s fault, Seller shall be responsible for any expedited freight charges necessary to meet schedules and shall indemnify Buyer against third-party AOG (Aircraft On Ground) damages directly resulting from such delay.

6.4 Title & Risk of Loss: Title and risk of loss pass to the Buyer upon physical receipt and successful acceptance inspection at the designated delivery location.

7. Pricing and payment terms

7.1 Prices: Prices specified in the PO/WO are fixed and not subject to escalation unless agreed in writing. Prices include all packaging, labelling, marking, taxes, tariffs, and customs duties.

7.2 Invoicing: Invoices must reference the Buyer’s PO/WO number, line items, part numbers, serial numbers, and attach required airworthiness documentation.

7.3 Payment Terms: Unless otherwise stated in the PO/WO, payment shall be made net sixty (60) days following the date of physical receipt and successful inspection/acceptance of Goods/Services, whichever is later.

7.4 Set-Off: Buyer reserves the right to set off any amounts owed by Seller to Buyer against any amounts payable under any PO/WO.

8. Warranties and service guarantees

8.1 Goods Warranty: Seller warrants that all Goods supplied shall:

8.2 Services Warranty (MRO/OEM Repair & Overhaul): Seller warrants that all repair, overhaul, or modification Services performed shall be free from defects in workmanship and material for a minimum period of:

8.3 Warranty Remedies: In the event of a warranty breach, Seller shall, at Buyer’s option:

9. Indemnification and insurance

9.1 Indemnification: Seller agrees to defend, indemnify, and hold harmless Buyer, its officers, customers, and end-users against all liabilities, claims, losses, damages, fines, or legal expenses arising out of:

9.2 Aviation Products Liability Insurance: Seller shall maintain, at its own expense, adequate Aviation Products Liability Insurance (including Premises, Completed Operations, and Grounding Coverage where applicable) with a reputable insurance carrier, with minimum limits commensurate with industry standards (typically USD 10,000,000 to USD 50,000,000+ depending on critical parts). Seller shall name Buyer as an Additional Insured upon request.

10. Export control and sanctions compliance

10.1 Compliance with Regulations: Seller agrees to comply with all applicable export control, trade embargo, and anti-sanctions laws (including US ITAR, EAR, EU Export Regulations, and UN sanctions).

10.2 Export Classifications: Seller shall provide Buyer with accurate Export Control Classification Numbers (ECCN) or USML categories for all Goods and technical data supplied.

10.3 Sanctions Screening: Seller warrants that neither it nor any of its sub-tier suppliers are listed on any government restricted/denied parties lists (e.g., OFAC, EU Sanctions List).

11. Termination

11.1 Termination for Convenience: Buyer may cancel or terminate any PO/WO in whole or in part at any time upon written notice to Seller prior to shipment or completion of Services. Buyer’s liability shall be limited to actual, reasonable direct costs incurred by Seller prior to termination.

11.2 Termination for Default: Buyer may immediately terminate any PO/WO without liability if Seller:

12. Governing law and jurisdiction

12.1 Governing Law: These Terms and any PO/WO issued hereunder shall be governed by and construed in accordance with the laws of France, excluding conflict of laws principles and the UN Convention on Contracts for the International Sale of Goods (CISG).

12.2 Dispute Resolution: Any dispute arising out of or in connection with a PO/WO shall be submitted to the exclusive jurisdiction of the competent courts in Paris.

13. Miscellaneous

13.1 Confidentiality: All drawings, technical specifications, and pricing shared by Buyer remain confidential and shall not be disclosed to third parties without prior written consent.

13.2 Subcontracting: Seller shall not subcontract the repair, overhaul, or modification of parts sent for service without prior written approval from Buyer.

13.3 Severability: If any provision of these Terms is held invalid, the remaining provisions shall remain in full force and effect.