FEDEX TERMS AND CONDITIONS FOR PURCHASE OF GOODS AND SERVICES

(AIR OPERATIONS DIVISION)

ACCEPTANCE

The purchase order or service order (collectively, the “Order”) constitutes an offer by Federal Express Corporation (“FedEx”) to purchase goods or services specified therein in accordance with the terms and conditions set out in this document. The Order and these terms and conditions will be deemed to be accepted by the vendor to whom the Order is addressed (“Vendor”) on the earlier of: (a) Vendor issuing a written or electronic acceptance of the Order; or (b) Vendor doing any act consistent with fulfilling the Order, at which point the Agreement will come into existence.

PRECEDENCE

These terms and conditions and other matters appearing on the Order will apply to the purchase by FedEx from Vendor of all goods or services set out in the Order to the exclusion of all other terms and conditions, including any terms or conditions which are implied by trade, custom, practice or course of dealing or which Vendor may purport to apply or which are endorsed upon any correspondence, invoice or documents issued by Vendor irrespective of their date of communication to FedEx. Notwithstanding the foregoing, the terms and conditions in any separately negotiated and signed written contract entered into by the parties in respect of the goods or services identified in the Order will overrule these terms and conditions.

DELIVERY

Vendor will make delivery of the goods or services on the date and at the destination specified in the Order. Such due date is of the essence and Vendor will notify FedEx promptly if it anticipates that delivery will not be on time. If goods or services are incorrectly delivered, Vendor will be responsible for the expenses incurred in delivering them to the correct point specified in the Order. Vendor may not deliver the goods in installments without FedEx’s prior consent.

PACKAGING

At no cost to FedEx, Vendor will package and label the goods in a manner suitable for transit so as to enable them to reach their destination in good condition. Vendor will ensure that its packaging complies with all applicable laws and regulations.

REQUIREMENTS

Vendor represents that the goods and services will conform to any requirements, instructions or certifications set forth in the Order.

PRICE AND PAYMENT

The price (which will be firm and fixed) for the goods or services will be the price stated in the Order. The price is inclusive of all taxes and includes the cost of parts, labor, licenses, packaging, delivery and insurance. Invoices must reference the Order number specified on the first page of the Order. Provided the goods or services have been delivered to FedEx without any Receiving Discrepancies (as defined below), payment will be made within 30 days after receipt of an accurate invoice for the goods and services that comply with the Order and these terms and conditions. A “Receiving Discrepancy” occurs when the goods or services are delivered to FedEx but cannot be logged into FedEx’s warehouse inventory system because Vendor fails to include documentation or correct documentation that is required for FedEx’s use of the goods or services. FedEx will notify Vendor of a Receiving Discrepancy within 5 business days of its occurrence and FedEx’s obligation to make payment will be delayed until Vendor cures the Receiving Discrepancy.

TITLE AND RISK OF LOSS

Title to goods being sold to FedEx and the risk of loss for any goods being transported will remain in the Vendor until the goods have been delivered to FedEx and accepted by FedEx.

ACCEPTANCE

FedEx’s payment of the fee for the goods or services will constitute acceptance of the goods or services. If FedEx determines prior to paying the fee that the goods or services do not comply with the Order or these terms and conditions (the “Non-Conforming Components”), FedEx may reject the Non-Conforming Components. Upon such rejection: (a) Vendor will pay the costs for the Non-Conforming Components to be packaged and shipped to Vendor’s facility; and (b) FedEx may, at its option, either require Vendor to replace the Non-Conforming Components or cancel the Order under which the Non-Conforming Components were delivered.

WARRANTY FOR GOODS

Vendor warrants the following to FedEx on the date that the goods are delivered: (a) Vendor has full legal and beneficial title to the goods, free and clear of any and all security interests, liens, claims, charges or encumbrances; (b) Vendor has full power and lawful authority to sell the goods to FedEx; (c) the goods comply with all applicable laws, regulations and other legal requirements; and (d) the goods will be free from any defects in material and workmanship for the greater of: (i) 1 year; or (ii) the warranty period specified in the purchase order quote.

WARRANTY FOR SERVICES

Contractor warrants to FedEx that the services will: (a) be performed in a good and workmanlike manner; (b) comply with all applicable laws, regulations and other legal requirements; and (c) be free from any defects in material and workmanship commencing on the delivery date for the greater of: (i) 1 year; or (ii) the warranty period specified in the vendor capability inquiry form.

WARRANTY CLAIMS

If the goods or services prove to be defective within 1 year of the delivery date, Contractor will, at Contractor’s expense and option, replace or repair the goods or services. Contractor will also be responsible for all commercially reasonable packaging and shipping charges incurred for transportation of the defective goods and services to and from Contractor’s facility, payable within 30 days of invoice.

WARRANTY LIMITATIONS

The above warranties exclude coverage for defects or damage caused by FedEx’s fault or resulting from incident damage or foreign object damage. THE EXPRESS WARRANTIES AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE WITH RESPECT TO A WARRANTY CLAIM AND ARE IN LIEU OF AND FEDEX HEREBY WAIVES AND RELEASES VENDOR FROM ANY AND ALL OTHER WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE WITH RESPECT TO THE GOODS OR SERVICES.

TERMINATION

FedEx may, at any time, terminate the Order, in whole or in part, without cause, upon notice to Vendor. Upon such termination, Vendor will, to the extent specified by FedEx, stop all work on the Order. Charges for any such termination of the Order will be limited to actual non-recoverable costs incurred by Vendor that were properly incurred prior to the date of termination.

INDEMNIFICATION

Vendor agrees to indemnify, defend and hold harmless FedEx from all liabilities and damages, including all reasonable attorneys' fees, which are asserted or claimed by a third party against FedEx, to the extent in each case resulting from: (a) Contractor’s negligence or willful misconduct; and (b) a claim that any goods or services furnished hereunder infringe upon or misappropriate any patent, copyright, trademark, trade secret or other intellectual property interest of another.

CONFIDENTIALITY

Any proprietary specifications, samples, designs formulations, trade secrets, patents, financial data, or other information that a party identifies as confidential and discloses to the other party in connection with the Order will: (a) remain the exclusive property of the disclosing party; (b) be kept confidential by the receiving party; and (c) not be disclosed to any third party or used except for the purposes of the Order. Notwithstanding the foregoing, such information will not be deemed confidential to the extent that the receiving party can demonstrate by written record that it was previously known by the receiving party, became generally available to the public through no fault of the receiving party, was disclosed to the receiving party by a third party without breach of confidentiality obligation, or is specifically required to be disclosed by law or legal process.

NO PUBLICITY

Each party agrees not to advertise or publish in any manner that it has contracted for the goods or services without the prior written consent of the other party.

FORCE MAJEURE

Neither party will be liable for, nor be deemed to be in default, on account of any delay in completion or the performance of any other act under the Order due to circumstances which could not have been contemplated by the parties and which are beyond the party’s reasonable control, provided that the party claiming hereunder notifies the other as soon as possible specifying the cause and probable duration of the delay or non-performance and minimizes the effects of such delay or non-performance.

INDEPENDENT CONTRACTOR

Vendor will perform its obligations as an independent contractor and conduct its business under its own name. Vendor is prohibited from holding itself out as an employee, agent, partner or representative of FedEx.

GOVERNING LAW

Any breach of these terms and conditions will be governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflict of law provision.

NO ASSIGNMENT

Neither the Order nor any other obligations of Vendor under these terms and conditions will be assignable or delegable by Vendor without the prior written consent of FedEx.

MODIFICATION

These terms and conditions may not be modified except by written agreement signed by both parties. If any provision of these terms and conditions is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will in no way be affected or impaired.