AVIONICS 2000 PTY LTD TERMS AND CONDITIONS

This is a legally binding Agreement between Avionics 2000 Pty Ltd (AVIONICS 2000) and the Customer and will apply to all Services and/or Parts provided by Avionics 2000 to the Customer, notwithstanding any other terms proposed by the Customer.

Definitions and Interpretation
- In this Agreement, unless the context otherwise requires:
  Agreement is defined in clause 2.3.
  Australian Consumer Law means the Competition and Consumer Act 2010 (Cth).
  Costs mean the costs specified in the Quotation.
  Customer means the customer named in the Quotation and will, unless the context otherwise requires, include its employees and agents.
  Equipment means any aircraft, part or component thereof, furnished by or on behalf of the Customer and upon which the Services are to be performed by AVIONICS 2000.
  Force Majeure means earthquakes, cyclones, floods, fires, lightening, storms or other acts of God, riots, civil disturbances, strikes, boycotts, orders, dispositions, decisions, orders or measures of governmental authorities of whatever nature or denomination, or any other event which is unpredictable, insurmountable and outside the control of the parties.
  GST Law means A New Tax System (Goods and Services Tax) Act 1999 and related tax imposition Acts of the Commonwealth of Australia.
  AVIONICS 2000 means Avionics 2000 Pty Ltd ACN 006 959 619 or as applicable, related body corporate (as defined in the Corporations Act 2001 (Cth)), and shall unless the context otherwise requires, includes its directors, employees, agents, independent contractors and sub-contractors.
  AVIONICS 2000 Authorised Officer shall mean any director, secretary or position within AVIONICS 2000 whose title includes the word “general manager” or “vice president” or any person approved of by the board of directors of AVIONICS 2000 to act as an authorised officer and identified as such to the Customer.
  Estimation means the estimation issued by AVIONICS 2000 for the Parts and/or Services.
  Services means the work performed by AVIONICS 2000 on, or in relation to, the Equipment and/or services specified in the Estimation, and Includes additional services as AVIONICS 2000 may in its discretion consider necessary to render the Equipment airworthy and/or serviceable and includes all transport, freight, storage, hangarage, inspection/s, modifications and testing ancillary to the services.
  Parts mean all parts and/or components whether new or overhauled supplied by AVIONICS 2000, fitted to the Equipment in performing the Services or supplied by AVIONICS 2000, whether or not fitted to the Equipment.
  Warranty Period signifies a duration of 6 months for repairs carried out in-house, and in accordance with supplier terms for Original Equipment Manufacturers (OEMs), commencing from the date of delivery of the Parts and/or Services.
- In this Agreement, unless the context otherwise requires:
  - Words importing the singular include the plural and vice versa;
  - Words importing gender include all other genders;Words importing persons include all bodies and associates, corporate or unincorporated, and vice versa;
  - “includes” or “including” means without limitation;
  - References to any party include that party’s executors, administrators, substitutes, successors and permitted assigns;
  - References to days are to calendar days; and
  - References to ‘$’ or ‘dollar’ denote Australian (AUD) or United States (USD) dollars, as specified on each quote or invoice.

Estimation/Quotation and Agreement
- Any Estimation/Quotation will be in writing and must be accepted by the Customer within the time stated in such Estimation/Quotation but if not so stated, then 1 month from the date of Estimation/Quotation, by completing and returning the appropriate authorisation to AVIONICS 2000. AVIONICS 2000 may in its discretion accept the completed Estimation/Quotation notwithstanding that it was accepted by the Customer more than 1 month from the date of the Estimation/Quotation.
- AVIONICS 2000 reserves the right, at AVIONICS 2000’s sole discretion to withdraw or Amend the Estimation/Quotation at any time prior to the Customer accepting the Estimation/Quotation.
- An agreement is formed when the Customer accepts the Estimation/Quotation pursuant to clause 2.1, and consists of, the Estimation/Quotation and these terms and conditions (Agreement).

Services
- AVIONICS 2000 is authorised and instructed to perform the Services and to supply and/or fit the Parts.
- AVIONICS 2000 will perform the Services and/or supply and/or fit the Parts in accordance with this Agreement.
- The Customer is obligated to deliver the Equipment to AVIONICS 2000’s designated facility within the agreed-upon timeframe. Failure to do so may result in a delay in the repair timeline.
- Any parts or components replaced by AVIONICS 2000 in the course of performing the Services will be returned to the Customer at the Customer’s cost only if specifically requested by the Customer in writing within 21 days of the acceptance of the Estimation/Quotation. If there is no such request, title to any such parts or components will pass to AVIONICS 2000 upon fitting replacement parts to the Equipment.
- For any purpose incidental to the performance of the Services, the Customer authorises AVIONICS 2000 to:
  - Test, taxi or fly the Equipment; and
  - Transport or fly the Equipment to another hangar or facility on such terms and to cost as the parties may agree.

Cost and Payment
- In consideration of AVIONICS 2000’s provision of the Services and/or supply of the Parts, the Customer agrees to pay, without deduction or set off, the Costs within the specified credit terms of the date of AVIONICS 2000’s invoice unless otherwise agreed in writing by an AVIONICS 2000 Authorised Officer.
- The Customer acknowledges and agrees that if the Costs are not paid by the due date, AVIONICS 2000 shall be entitled to:
  - Charge overdue amounts from the date invoices becomes due until the date payment is received.
  - Stop supply and/or cease to perform any services immediately under the Agreement in which event, AVIONICS 2000 will incur no liability to the Customer, and the Customer releases AVIONICS 2000 from any obligation to pay liquidated damages and/or milestone penalties that would otherwise apply; and/or
  - Exercise a lien over the Equipment until all outstanding costs owing on any account whatsoever, are paid in full.
  - Assume ownership of purchased or repaired parts in order to recoup incurred expenses, including but not limited to cost of parts, labour, freight and storage.
  - Recover from the Customer all costs and legal costs (including Solicitor’s costs on a full indemnity basis) which AVIONICS 2000 may incur should AVIONICS 2000 take any steps to recover any money owing to AVIONICS 2000 pursuant to this Agreement or to enforce its rights pursuant to this Agreement.
- All amounts payable under this Agreement are expressed on a GST exclusive basis. If GST is payable in relation to a Taxable Supply, the amount payable for that Taxable Supply is the amount for that Taxable Supply specified in this Agreement plus GST. The parties must provide each other with all documentation required to claim any Input Tax Credit, set off, rebate or refund for or in relation to any GST included in any payment made under this Contract. In this clause 4.3, the terms “GST”e Supply”, “Input Tax Credit” and “Tax Invoice” have the meaning given in the GST law.

Title and Risk
- Where AVIONICS 2000 has supplied Parts to the Customer and the delivery to the Customer has taken place, the Customer will hold the Parts in a fiduciary capacity as the bailee for and on behalf of AVIONICS 2000. The Customer will store the part separately from other goods owned by the Customer and shall identify them as Parts owned by AVIONICS 2000. If the Parts (or any part of them) have been sold by the Customer prior to all monies due to AVIONICS 2000 having been paid, then the proceeds of the sale of the Parts (or any part of them) will be the property of AVIONICS 2000 and shall be held on a fiduciary basis and retained in a separate account payable to AVIONICS 2000 on demand.
- The risk associated with the Parts shall transfer to the Customer upon dispatch from AVIONICS 2000’s facility.
- Title in the Equipment (but not the Parts) remains with the Customer at all times. The Equipment shall at all times, while in the care, custody and control of AVIONICS 2000, be at the risk of the Customer.

Personal Property Securities Act 2009 (“PPSA”)
- For the purposes of this clause 6, the terms ‘financing statement’, ‘financing change statement’, ‘security agreement’ and ‘security interest’ have the meanings set out in the PPSA.
- The Customer acknowledges and agrees that:
  - These terms and conditions constitute a security agreement for the purposes of the PPSA; and
  - A security interest is taken in all parts previously supplied by AVIONICS 2000 to the customer (if any) and all parts that will be supplied in the future by AVIONICS 2000 to the Customer;
  - The security interest granted by the customer to AVIONICS 2000 pursuant to these terms and conditions constitute a purchase money security interest as defined in section 14 of the PPSA.
- The Customer agrees to do anything (including obtaining consent, signing or producing any further documents, and/or providing any further information) which AVIONICS 2000 asks and considers necessary for the purpose of:
  - ensuring that the security interest is enforceable, perfected and otherwise effective; and/or
  - enabling AVIONICS 2000 to apply for any registration, complete any financing statement, financing change statement or give any notification, in connection with the security interest; and/or
  - enabling AVIONICS 2000 to exercise rights in connection with the security interest.
- Everything that AVIONICS 2000 is required to do under this clause 6 is at the Customer’s expense.
- The customer waives any rights it may have:
  - To receive notices under sections 95, 118, 121(4), 130, 132(d), 132(4), 134(1) and 135 of the PPSA;
  - Under sections 137(2), 142 and 143 of the PPSA; and
  - To receive notice of the verification statement under section 157(1)(a).
- The parties agree that sections 96 and 117 of the PPSA do not apply to these terms and conditions.
- The Customer agrees that where AVIONICS 2000 has rights in addition to those Under the PPSA, those rights will continue to apply.
- The Customer acknowledges that it has received value as at the date the parts were supplied by AVIONICS 2000 or the date the parts are fitted and there is no agreement to postpone the time for the attachment of the security interest (as defined in the PPSA) granted to AVIONICS 2000 pursuant to the Agreement.
- To the extent permitted by law, this clause will survive the termination of any agreement between AVIONICS 2000 and the customer.

Confidentiality
The terms of this Agreement and all information which is made available to or obtained by Customer from or in connection with this Agreement and which is not a matter of public knowledge or lawfully available from any other source will be and will remain confidential and will not, without the prior written consent of AVIONICS 2000, be disclosed to any third person other than as may be required by law.

Delivery and Storage
- Avionics 2000 is not obligated to release parts or equipment for collection until full payment of all associated costs and other amounts due under the Agreement has been received. This condition applies specifically to customers who do not have established credit accounts with Avionics 2000, wherein terms may differ.
- If the parts and equipment are not collected following notification pursuant to clause 8.1, AVIONICS 2000 may charge reasonable hangarage or storage charges from the date of such notification until collection. AVIONICS 2000 reserves the right to terminate any storage or hangarage arrangement upon the giving of 2 days’ notice to the customer, whereby a storage and restock fee of 10% may apply.
- The customer assumes responsibility for all costs of cartage, freight and insurance of parts and equipment from AVIONICS 2000’s facilities including the charges of AVIONICS 2000.

Acceptance
- Acceptance of the parts and equipment by the customer will be deemed to have occurred upon delivery in accordance with clause 8.2.
- If upon inspection the customer finds any of the Services and/or Parts are not in conformity with this Agreement, it may within 14 days after delivery of the services and/or parts, acting reasonably:
  - Reject the services and/or parts that are defective by notifying AVIONICS 2000 in writing, accompanied by evidence of the alleged defect; and/or
  - For a “major failure” (as defined under Australian Consumer Law): (i) request a refund for the reduced value of the services and/or parts: or(ii) request AVIONICS 2000 to refund or replace the defective services and/or parts no additional charge to the customer ; or
  - For a “non-major failure” (as defined under Australian Consumer Law), request AVIONICS 2000 to repair the defective services and/or parts (or pay the cost of such repair).
- The Customer must at all times follow AVIONICS 2000’s instructions and procedures in respect of the disposition and return of any parts or equipment the subject of any claim pursuant to clause 9.2.

Intellectual Property
Any intellectual property rights in, or relating to, the parts or the services remain in or vest upon its creation, as applicable, in AVIONICS 2000 (or where relevant, third parties) unless otherwise agreed in writing by an AVIONICS 2000 Authorised Officer. For the avoidance of doubt, this clause 10 does not derogate from any existing intellectual property right the customer may have prior to the commencement of the services.

Warranties
- The customer warrants to AVIONICS 2000 that, if the customer is not the owner of the equipment, the customer has the approval and consent of the owner as its agent to authorise both the performance of the services and the fitting of the parts, and agrees to accept liability for the payment of the services provided and/or parts supplied under this Agreement.
- AVIONICS 2000 warrants that the parts will be of an acceptable quality.
- AVIONICS 2000 will perform the Services with due skill and care.
- The warranties provided under this clause 11 will not be honoured where:
  - Any failure to conform is not notified to AVIONICS 2000 in writing within 14 days following supply of the parts or completion of the services;
  - The defect in material or fault in manufacture of the parts is not notified to AVIONICS 2000 in writing within the Warranty Period;
  - The customer causes them to become of unacceptable quality or fails to prevent them from becoming of unacceptable quality they are damaged by abnormal use;
  - The customer before acquiring the parts examines them and that examination ought reasonably to have revealed that the parts were not of acceptable quality;
  - The parts are used, other than for the purpose stated in this agreement;
  - The parts are altered or modified without AVIONICS 2000’s prior approval; and
  - The parts are serviced other than by AVIONICS 2000’s authorised personnel.
- The customer is responsible for the cost of all transport charges in respect of the return of any parts and/or equipment the subject of any claim pursuant to this clause 11 and the supply by AVIONICS 2000 of any substitute parts. These warranties are in addition to other rights and remedies that are available to the customer at law. The parts come with guarantees and/or warranties from the manufacturer that cannot be excluded under the Australian Consumer Law.

Indemnity and Liability
- The customer agrees to save, indemnify, defend and hold harmless AVIONICS 2000 against any action, claim, proceeding, demand, damages, cost, expense liability or loss (including costs on a solicitor/client basis), which AVIONICS 2000 may suffer or incur arising out of or in connection with this Agreement.
- Notwithstanding any other clause in this Agreement, AVIONICS 2000’s total Liability in connection with this Agreement, whether based upon warranty, contract, statute, tort (including negligence) or otherwise,
  - Is limited at AVIONICS 2000’s option to one of the following:
    - In the case of the supply of parts:
      - The replacement, repair or refund of the parts or the supply of equivalent parts: or
      - The cost of replacing or repairing the parts;
    - In the case of the supply of services:
      - The supplying of the services again; or
      - The cost of supplying the services again
  - But will not exceed the fees paid by the customer to AVIONICS 2000 in respect of the particular parts or services from which the claim arose, and the customer will to the fullest extent permitted by law save, indemnify, defend and hold harmless AVIONICS 2000 from any claim or liability exceeding this amount, regardless of cause.
- AVIONICS 2000 is not responsible to the Customer or any other party for any loss of revenue and profit, loss of anticipated revenue and profit, loss of business opportunity, loss of reputation, loss of goodwill, direct, indirect, consequential or inconsequential injury, loss or damage whatsoever by reason of any delay in delivery, deterioration, deficiency or other fault or harm in the parts and/or services provided by or on behalf of or in any arrangement with AVIONICS 2000 and whether or not due to the negligence of AVIONICS 2000, its servants or agents.

Force Majeure
- If AVIONICS 2000 is prevented or hindered or delayed in performing its duties under this Agreement as a direct result of Force Majeure, such non-performance will not be considered a breach of this Agreement for the duration of the Force Majeure. In the case of Force Majeure, the parties will:
  - Use their best efforts to remedy the situation to the extent possible; and
  - Extend any timeframes specified in the quotation or this agreement to accommodate the delay.

Rental and Loan Units

The Renter is responsible for the rental/loan unit(s) from dispatch from Avionics 2000 Pty Ltd to the return and acceptance into Avionics 2000 Pty Ltd stores. This includes all freight costs and any damage occurring during transit.The Renter agrees to hold Avionics 2000 harmless from any action that may result from the use or fitment of the rental unit(s).
All rental and loan units are subject to daily rental fees.

Avionics 2000 does not warrant that the rental unit is fit for any particular use or for any particular aircraft.

The Renter agrees to a recertification charge for the rental unit upon its return to Avionics 2000. If any faults are discovered, the Renter agrees to pay for such repairs.

The rental unit remains the property of Avionics 2000 Pty Ltd and cannot be on-rented or transferred to other customers without the express written permission of Avionics 2000 Pty Ltd.

Failure to return loan units within 2 weeks of receipt of the repaired item will incur a fee.

Termination
- AVIONICS 2000 may terminate this agreement:
  - Immediately on written notice if the customer is in default of this agreement and the default is not remedied within 14 days of receiving written notice to remedy the default: or
  - Immediately on written notice if the customer becomes bankrupt, is ordered to wind up, passes into liquidation or administration or has a receiver, manager or administrator appointed.
- Upon termination of this contract in accordance with clauses 14.1(a) and 14.1(b), the customer must pay AVIONICS 2000 all amounts owing to AVIONICS 2000 up to the date of termination of this agreement, including reasonable costs incurred by AVIONICS 2000 as a result of the termination of this agreement (including third party cancellation fees and administrative costs).
- The customer may only terminate this agreement or AVIONICS 2000 cancel all or part of an order with written consent of AVIONICS 2000. Fees may be applied to recover costs, including but not limited to, repair, restocking, freight, and labor.

General
- This Agreement contains the entire understanding between the parties concerning the subject matter of the Agreement and supersedes all prior communication.
- Nothing in this Agreement will be taken as giving rise to a relationship of employment, agency or partnership.
- This Agreement cannot be varied except in writing and signed by the parties, where an AVIONICS 2000 Authorised Officer has signed for AVIONICS 2000.
- The failure of either party to enforce any provisions under this Agreement will not waive the right of such party thereafter to enforce any such provisions.
- If any term or provision of this Agreement is held by a court to be Illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this Agreement and the remaining terms and conditions will be unaffected.
- All notices and consents relating to this Agreement must be in writing.
- This Agreement is governed by, and construed in accordance with the laws of Victoria. The parties agree to submit to the non-exclusive jurisdiction of the courts of Victoria. The provisions of the United Nations Convention on Contracts for the International Sale of Goods are expressly excluded from this Agreement.

AVIONICS 2000 PTY LTD TERMS AND CONDITIONS

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