1. PRODUCT BOUGHT

The Supplier undertakes to complete the Order in accordance with the contractual documents and professional standards, regulations and standards in force. The Supplier is bound to an obligation of result. In this respect the staff intervening on the product design shall be consequently qualified.

The Supplier defines under its responsibility the means necessary for completing the Order. It is notably up to it to check whether it has all the rights, elements and information needed for the correct completion of the Order. It is reputed to have received all elements and information necessary for completing the Order before the realisation of this. It must furthermore immediately inform the Purchaser of any difficulties or anomalies observed or that may occur when completing the Order.

During completion of the Supplies, the Supplier undertakes to allow the Purchaser or its clients as well as representatives of the Official Authorities to have free access, by means of a notice, in working hours, to its premises and any documents for the purposes of all controls. It shall obtain from its potential subcontractors the same right. For Supply Orders the completing of which is spread out over time, the Supplier undertakes to regularly inform the Purchaser of how this is progressing. The Order may specify the terms of this information.

The Supplier is bound to a disclosure and consulting requirement with regard the Purchaser. Furthermore, the Supplier shall inform the Purchaser immediately and in writing of any situation concerning it that may challenge the correct completion of the Order, notably in the event of bankruptcy proceedings affecting its company (suspension of payments, receivership or official liquidation), of any equivalent solution like the dissolution, total or partial transfer of its business or any modification that may intervene in its organisation having an impact on the correct completion of the Order. If in the framework of the completion of the Order, authorisations (administrative or not) are required, the Supplier must ensure before completing the Order that all authorisations have been obtained and that they are no longer subject to potential appeals, in such a way that the Purchaser is not disturbed. The Supplier is responsible for its external service providers. With this in mind, it is bound to ensure the control and monitoring of the latter.

2. DEADLINES

2.1 The deadlines agreed between the Parties are essential and compliance with them constitutes an essential clause for the Purchaser without which it would not have contracted.

2.2 The Supplier must inform the Purchaser immediately in writing of any foreseeable delay in relation to the agreed time limits and measures taken to remedy this, all additional expenses resulting from this delay, except for a case of force majeure, being borne by the Supplier.

3. NON COMPLIANT PRODUCTS

In the event a Supply does not comply with the contractual documents, the Purchaser shall inform the Supplier of this in order to allow the latter to check this non-conformity as soon as possible.

If the Supplier does not proceed with controlling this non-conformity or does not contest it, the Purchaser reserves the right to choose:

• To accept it after corrective action at the costs of the Supplier, made either by the Supplier itself or by the Purchaser (or a third party appointed by it);

• To refuse it and return it to the Supplier, at the costs, risks and perils of this, in 15 calendar days after the date of notification of the non-conformity by the Purchaser.

The non-compliant Supplies refused by the Purchaser shall be reputed to be undelivered.

The Purchaser reserves the right for the prejudice endured due to the non-conformity to terminate the Order.

4. CONSIGNED GOODS

The Consigned Goods are reserved exclusively for the completion of the Purchaser’s Orders and are considered to be ready in accordance with articles 1875 et seq. of the Civil Code. These consigned goods can also belong to the client for the completion of a specific order.

The Consigned Goods remain the property of the Purchaser, the person having consigned them to the Purchaser or the End Client. They must be identified as such and stored in a way to avoid any confusion with the goods of the Supplier or the third party. Any modification or destruction of the Consigned Goods must be the subject of a prior written agreement of the Purchaser. In the event of destruction, a disposal certificate shall be given to the purchaser by the Supplier.

5. WARRANTY - MAINTENANCE

The Supplier guarantees the products, subject of the Supplies, against any design, manufacturing or operating defect and against any defects of constituent materials and parts. It also guarantees the correct performance of services, subject of the Supplies, in accordance with the contractual documents.

Unless stipulated otherwise in the Order, the duration of the warranty is:

1. For new Products:

1000 hours flown and/or 12 months from assembly on the helicopter or 24 months from the delivery date.

2. For products in Routine Replacement or repaired or reconditioned:

500 hours flown or 6 months from assembly on the helicopter or 12 months from the delivery date.

** For repaired parts, the warranty is limited solely to the repair made and/or the parts replaced.

6. CONFIDENTIALITY

All information received from the Purchaser by the Supplier for the needs of completing the Order or to which the Supplier may have access by its presence in the premises of the Purchaser must be considered as strictly confidential, without it necessary for the Purchaser to specify or note its confidential nature (the “Confidential Information”). The Results are considered as Confidential Information of the Purchaser.

The Confidential Information remains the property of the Purchaser, subject to the rights of third parties. The disclosure of Confidential Information by the Purchaser can on no account be interpreted as granting to the Supplier, expressly or implicitly, any right (pursuant to a licence or by any other means) over this Confidential Information.

The Supplier undertakes:

• to only use the Confidential Information for the sole purposes of completing the Order;

• to only communicate the Confidential Information to the sole members of its staff directly concerned by the completion of the Order and only insofar as such a communication is necessary for completing this;

• not to disclose or make accessible, in full or part, Confidential Information to third parties without the prior written agreement of the Purchaser;

• to enforce the duties of confidentiality it is responsible for pursuant to this “Confidentiality” article among its staff and any other person authorised by the Purchaser to access the Confidential Information.

7. CONFORMITY OF THE SUPPLIES TO REGULATIONS AND STANDARDS

In the framework of the completion of the Order, the Supplier guarantees to the Purchaser the conformity of the Supplies to the regulations and standards applicable in the country in which the product or service, subject of the Supplies, is delivered or issued to the Purchaser and in any other country for which the Supplier has been informed that the Supplies would be used. In this respect, the Supplier shall give on delivery or undertakes to give at first request of the Purchaser the certificates required by the regulations and relating to the Supplies.

Wherever the Supplies are provided (in France or overseas) the Supplier also guarantees to the Purchaser that the Supplies shall comply with legislative and regulatory provisions, quality requirements and applicable standards notably health, hygiene, safety, traceability of products and the protection of the environment.

The Supplier undertakes to communicate to the Purchaser at the time of delivery of the Supply the information it has to allow the use of the Supplies in total safety.

The Supplier undertakes to inform the Purchaser of any modification to the legislative provisions.

The Supplier undertakes to put in place a safe documentary and archiving management system in view of ensuring the traceability and longevity of Supplies, as well as to meet the potential requirements of the End Client. In any case, the Supplier shall be responsible for setting up and managing this system and this, in accordance with regulations in force. Furthermore, this system must comply with potential additional requirements featuring in the Specifications given by the Purchaser. During completion of the Supplies, the Supplier undertakes to allow the Purchaser as well as representatives of the Official Authorities to have free access, by means of a notice, in working hours, to its premises and any documents for the purposes of all controls. It shall obtain from its potential subcontractors the same right. If applicable, the Supplier must have the Products of its design and or that it shall have manufactured under licence from a third party established outside of France as well as Services it supplies codified by the competent authorities (NATO system), or if needs be, according to its equivalent in the country of manufacture.

8. DELIVERY

Any delivery of Supplies must be accompanied by the Compliance report, EASA Form One, (if needs be) a Equipment Log Card (if needs be) and a delivery slip • Reference of the Supplies; • Description of the Supplies as mentioned in the Order; • Quantity delivered and if needs be series number and individual number of the products/parts; • If needs be, the number of parcels; • The purchasing unit; • The potential exemption number or numbers; • If needs be, a customs document and a transport document compliant with regulations in force, as well as all other documents required for customs clearance operations in the framework of imports.

9. PRICE - INVOICING – TERMS OF PAYMENT

 Unless contrary provisions agreed upon in a document signed by the Parties, the prices featuring in the Order are firm and non-revisable, all taxes and duties included, except for VAT. These prices include all of the costs and expenses expounded on by the Supplier for completing the Supplies, including, if necessary, the rights of use over the Supplier’s Own Knowledge necessary for using the Supplies and the transfer of potential Results and related property rights as well as the travel expenses for going to the Purchaser’s sites.

10. REQUIREMENTS FOR KEEPING RECORDS

The Supplier undertakes to communicate to the Purchaser the test reports and the specific requirements for using the product. It also undertakes to keep all recordings for a period of 7 Years.

11. SUPPLIES

The supplies of the Supplier needed to complete the Order must come from sources authorised by the Purchaser or by the Supplier after acceptance by the Purchaser of its authorisation procedure. The Supplier makes available to the Purchaser all documents attesting the quantity, origin, quality, controls and safeguard measures it has carried out or had carried out by authorised organisations on these supplies. The authorisation of the Purchaser in no way exonerates the Supplier from performing its obligations pursuant to the contractual documents.

In the event the Purchaser entrusts to the Supplier the realisation of services on parts or on materials that are the property of the Purchaser, the Supplier undertakes to return on simple request of the Purchaser the surplus, materials off cuts, cut outs, shavings, waste etc… that come from the services on parts and on materials that remain in any case the property of the Purchaser.

12. INSURANCE

The Supplier is responsible for any damage or loss endured by the Purchaser or any third party due to any non-completion or poor completion of the Order. Consequently, the Supplier must compensate the Purchaser for all prejudice endured by the latter, including repair and/or replacement costs that would result from damage or loss caused to the Consigned Goods. The assistance that the Purchaser may provide to the Supplier for realising the Supplies or the controls that the Purchaser saves for itself to complete in no way exonerates the responsibility of the Supplier over the Supplies.

13. CONFORMITY OF THE SUPPLIES TO REGULATIONS AND STANDARDS

In the framework of the completion of the Order, the Supplier guarantees to the Purchaser the conformity of the Supplies to applicable regulations and standards. The Supplier as well as its external service providers are bound to warn the Purchaser of the use of non-approved parts or those suspected of being so or counterfeit parts and to do everything to get rid of ill-intentioned supply sources as well as inform the competent authorities.

14 . SUPPLIER STAF

The Supplier exclusively ensures the administrative, accounting and HR management and supervision of its staff assigned to completing the Order. The Supplier expressly retains the line and disciplinary authority over its staff, including when it is present on the Purchaser’s site. The Supplier is solely responsible for defining the profile and appointment of the members of its staff that it assigns to completing the Order. It certifies that throughout the completion of the Order, the members of its staff assigned to completing it shall be competent, qualified and sufficient in number so that the Supplies comply with contractual documents.

The Supplier assures its clients, the rule-making authorities as well as us that all of the staff working under its control is aware at all levels of the production line, from preparing the service to delivery:

 - Of the conformity of the product or the service,

 - Of their involvement in as well as their contribution to product safety.
 

15. ETHICS

The Supplier declares: • that it has not infringed the laws and regulations regarding the fight against corruption, • that it has not been the subject of civil or criminal sanctions, in France or overseas, for violation of the laws and regulations regarding the fight against corruption and that no investigation or procedure that may lead to such sanctions has been engaged against it, • that to the best of its knowledge no director or manager of its company has been the subject of civil or criminal sanctions, in France or overseas, for violation of the laws and regulations regarding the fight against corruption and that no investigation or procedure that may lead to such sanctions has been engaged against them. The Supplier guarantees: • that it respects and shall continue to respect the legal provisions regarding the fight against corruption • that is has not granted and shall not grant directly or indirectly any donation, gift, payment, remuneration or other perk (travel...), to anyone in view of or as compensation for concluding the Order. The Supplier shall inform the Purchaser’s Purchasing Department of any donation, gift, payment, remuneration or perk that it could be called on, either directly or indirectly, to offer any employee, director or representative of the Purchaser. In the event of non-compliance with this clause, the Purchaser may terminate ipso jure with immediate effect and without indemnity the ongoing Orders without prejudice of any appeal that the Purchaser would decide to file against the Supplier.

The supplier also undertakes to ensure the ethical behaviour of its staff working under its supervision towards its clients.