STANDARD TERMS AND CONDITIONS

FOR PROVISION OF SERVICES

ST&C1,

Rev 13 – May 12, 2021

Euravia Engineering & Supply Company Limited (herein called "Seller") will perform the Services on the customer’s (hereinafter called “Buyer”) engine or parts thereof (“Item(s)”) in accordance with the requirements identified in the Seller’s Proposal and these Standard Terms and Conditions will be the terms and conditions applicable to the Seller’s performance of the Services together with any special conditions of sale set forth in Seller's Proposal related to the Item(s).

As used herein, Services may include the Repair or Overhaul activity or both and includes all labour and materials used by Seller to restore Buyer furnished Item(s) to the service condition described in the Proposal and all other work which Seller has agreed to supply. These Terms and Conditions shall be in lieu of all terms and conditions appearing on the face or reverse side of any purchase order submitted by the Buyer. The work scope, price, quantity, delivery dates and shipping instructions shall be as set forth in the Seller’s Proposal. The Agreement between the Buyer and the Seller shall consist of (in the following order of precedence in case of any conflicts in interpretation), the Seller’s Purchase Order Acknowledgement, the Seller’s Proposal and these Standard Terms and Conditions, “ST&C1”.

Any one of the following methods will constitute Buyer’s acceptance of the Seller’s Proposal and the specified Terms and Conditions:

- Buyer’s delivery of the Item(s) to the Seller for the provision of Services by the Seller; or

- Buyer’s signing and return to the Seller of the Seller’s Purchase Order Acknowledgement form; or

- Buyer’s signed acceptance of the Seller’s Proposal

1. PRICE

1.1. All prices are in United Sates Dollars (unless otherwise agreed) and include Seller's usual factory testing, inspection and packaging, in accordance with the Original Equipment Manufacturer’s (“OEM”) Overhaul Manual requirements. Any additional factory testing, inspection and packaging requirements of Buyer shall be paid for by Buyer.

1.2. The Seller’s Proposal identifies the pricing and potential price adjustments for the Services.

2. DELIVERY, TITLE AND RISK OF LOSS

2.1. Item(s) subject to the Services shall be shipped to Seller's facility at Buyer's expense. “Re-Delivery” or

“Re-Deliver “ or “Re-Delivered” shall mean the return of the Item(s) to the Buyer by the Seller and shall be based on the delivery term Ex Works, Seller’s facility (INCO terms 2010). Title to goods shall at all times remain with the Buyer. Seller will provide assistance in coordinating the physical shipment of the Item(s) including the loading on the mode of transportation from the Seller’s facility.

2.2. It is the sole responsibility of Buyer to maintain ground risk insurance and any other applicable insurance on Buyer‘s Item(s) during transportation including the time at the Seller’s facility.

2.3. Re-Delivery dates are approximate and are based on prompt receipt by Seller of all information necessary to permit Seller to proceed with the Services without interruption, and Buyer's compliance with these Terms and Conditions, including payment terms.

2.4. Seller may Re-Deliver all or any part of the Item(s) in advance of the established schedule.

2.5. If any Item(s) cannot be Re-Delivered to the Seller due to any causes referred to in Article 7 Excusable Delays, Seller may Re-Deliver such Item(s) into storage (which may be at Seller's facility). In such event, Seller shall notify Buyer of the delivery into storage, Seller's Re-Delivery obligations shall be deemed fulfilled and risk of loss or damage shall thereupon pass to Buyer. Any amounts otherwise payable to Seller upon Re-Delivery shall be payable upon presentation of Seller's invoices which may include the additional amounts owing to the Seller for all expenses incurred by Seller, such as, but not limited to, preparation for and placement into storage, handling, inspection, preservation and insurance. Upon payment of all amounts due hereunder, Seller shall assist and co-operate with Buyer in the removal of any Item(s) which have been placed in storage. Unless otherwise agreed in writing beforehand material removed from Buyer’s Item(s) at Seller’s facility as rejected or non-conforming or as part of the provision of Services will be held by Seller for a period of thirty (30) days after Re-Delivery. Thereafter Seller may dispose of such material without further notice to Buyer.

3. PAYMENT

3.1. Payment shall be made in the currency agreed to as per Article 1 of these Terms and Conditions to the account of the Seller as defined on the Seller’s Invoice. Terms of payment shall be stated in the Seller’s Proposal or Purchase Order Acknowledgement and may provide for advance or partial payments with the balance payable upon delivery or readiness for Re-Delivery. If terms of payment are not stated in the Proposal or Purchase Order Acknowledgement, terms of payment shall be cash before delivery of the

Item(s). The invoice will be raised at the point the Item(s) are ready for Re-Delivery. Should complete payment not be received by the Seller within the stipulated payment terms, the Seller reserves the right to commence possession of the Buyer’s furnished Item(s) in accordance with Articles 3.3 and 3.4 below and the Seller may also proceed with a Termination of the Agreement in accordance with Article 12 of these Terms and Conditions.

3.2. If Buyer fails to make timely payments, or if the financial condition of the Buyer at any time does not, in the judgement of the Seller, justify continuance of the provision of Services by the Seller on the terms of payment as agreed upon, or upon commencement of any bankruptcy or reorganisation proceedings, or the potential insolvency of the Buyer, the Seller may require full or partial payment in advance or shall be entitled to suspend or cancel the provision of Services and shall receive reimbursement for its reasonable and proper cancellation charges (including charges for work already performed).

3.3. The Seller shall have lien over any Item(s) in its possession for any payment by the Buyer which is overdue. In the event that the Seller shall exercise any such lien, it shall give notice thereof to the Buyer and the Re-Delivery date shall be extended by the period of time from the date of such notice until the lien is extinguished upon receipt of all overdue payments up to a period of three months from notice of the lien.

3.4. In the event that any such lien as set forth in 3.3 shall extend beyond a period of three months from the date of notice of the lien, Seller shall have the right to file for abandonment of the Item(s) and to sell or take ownership of said Item(s) in full or partial settlement of the outstanding amount in addition to any other rights the Seller may have at law or under this Agreement. Buyer shall indemnify the Seller against claims from any third that may have an interest in the Item(s) if they are sold by the Seller.

4. STANDARDS

4.1. The quality assurance exercised in the provision of Services shall be in accordance with the Seller's normal quality assurance policies, procedures, and practices. Seller is authorised to provide such Services with evidence of inspection by Seller's quality control representatives. Any Release Certificate signed by Seller's quality assurance representative, as the Seller’s confirmation the technical requirements under the Agreement have been satisfied, shall be conclusive regarding such inspection and tests.

4.2. The Buyer shall ensure that, if required, the appropriate Airworthiness Regulatory Authority shall grant to the Seller approval to carry out the Services. The approval is required before the date of commencement of the provision of the Services.

5. TAXES

5.1. In addition to the price for the Services delivered hereunder, Buyer shall pay to Seller, upon demand, or furnish to Seller evidence of exemption therefrom, any taxes (including without limitation, sales, use, excise, turnover or value added taxes), duties, fees, charges or assessments of any nature (but excluding any taxes in the nature of income taxes), legally assessed or levied by any governmental authority against Seller or its employees, its subsidiaries or their employees, as a result of any sale, delivery, transfer, use, export, import or possession of such Item(s), or otherwise in connection with the Agreement. If claim is made against Seller for any such taxes, duties, fees, charges or assessments, Seller shall immediately notify Buyer and, if requested by Buyer, Seller shall not pay except under protest, and if payment be made, shall use all reasonable efforts to obtain a refund thereof. If all or any part of any such taxes, duties, fees, charges or assessments be refunded, Seller shall repay to Buyer such part thereof as Buyer shall have paid. Buyer shall pay to Seller, upon demand, all expenses (including penalties and interest) incurred by Seller in protesting payment and in endeavouring to obtain such refund.

6. PACKING AND MARKING

6.1. Item(s) for Re-Delivery shall be prepared and packed in accordance with Seller's normal commercial practice unless otherwise provided in the Purchase Order. Seller agrees to comply with all reasonable written instructions of Buyer as to markings to be placed on invoices, bills of lading, packing lists, correspondence and on the exterior of shipping containers.

6.2. All Buyer provided wood and wood packaging material / containers must comply and must be specifically marked or stamped to certify that they comply with ISPM 15 requirements. International law requires that all good(s) arriving in the European Union after 1st March 2005, from any location, may be impounded, destroyed or treated at the Buyer's expense if not marked or certified accordingly.

7. EXCUSABLE DELAYS

7.1. Seller shall be excused from and shall not be liable for any delays in its performance or failure to perform hereunder, and shall not be deemed to be in default for any failure or performance hereunder, due to causes beyond its reasonable control at either the Seller’s facility or its supplier’s facilities. Such causes shall include, but not be limited to, acts of God, acts (or failure to act) of civil or military authority, government priorities, fires, strikes, labour disputes, work stoppage, floods, epidemics, war (declared or undeclared), riot, delays in transportation or inability to obtain on a timely bases necessary labour, materials, fuels or components. It is agreed that the occurrence of an event described above constitutes a case of Excusable Delay without the need to prove the following criteria; (i) unforeseeably, (ii) unavoidability and (iii) not beyond reasonable control

7.2. In the event of any such delay or failure to perform, the date of Re-Delivery shall be extended for a period equal to the time lost by reason of the delay. The foregoing shall apply even though such cause may occur after Seller's performance of its obligations has been delayed for other causes. This provision shall not, however, relieve the Seller from using its commercially reasonable efforts to avoid or remove such causes and continue performance with reasonable dispatch whenever such causes are removed. Seller shall promptly notify Buyer when such delay or failure excused by this Article 7 occurs or impending delays are likely to occur and shall continue to advise Buyer of new Re-Delivery schedules and changes thereto.

7.3. If delay resulting from any of the foregoing causes extends for more than three months and the parties have not agreed upon a revised basis for continuing the work at the end of delay, including any adjustment of the price, then either party, upon thirty (30) days written notice, may terminate the performance in respect to the Services delayed, whereupon Buyer shall pay Seller's termination charges in accordance with Article 12 of these Terms and Conditions

8. WARRANTY

8.1. Seller warrants to Buyer that all Services performed will comply with the OEM specifications and further warrants that, at the time of Re-Delivery, the Item(s) will be free from defects in workmanship. The Seller’s Release Certificate will be issued once the Seller has confirmed the Item(s) comply with the specifications described herein.

8.2. Seller will provide Buyer with comprehensive workmanship warranty coverage for 250 hours or six (6) months from date of the Release Certificate, whichever is sooner. This warranty allows the Buyer full coverage against the malfunction or failure of the Item(s) solely due to workmanship. Consequential damages or loss of revenue is not covered under this Warranty.

8.3. Unless otherwise agreed in writing, if within the above warranty period, and upon receipt of Buyer's written notice within thirty (30) days following discovery of the defect and return of the Item(s) to the Seller, Seller determines that the work performed does not meet the warranty specified in this Article 8, Seller shall thereupon correct the defect by (at its option) either re-performing the defective Services at a location the Seller specifies, or make available at Seller's facility a repaired or replacement Item(s). For warranty services requiring return of an Item(s) to Seller, the Item(s) must be returned to Seller with all shipping, taxes, or duty charges prepaid. If Seller to provide warranty service at afield location as determined by Seller, Seller’s travel and lodging expenses shall be paid by Buyer.

8.4. Upon receipt of Buyer's written notice of a missing or damaged Item(s), but not later than thirty (30) days following the date of Re-Delivery, should the Seller determine that the Services do not meet the warranty specified in Article 8, in the case of missing Item(s) or part Supplier agrees that it will not be released from its liability, nor will it claim that its liability should be limited or reduced or excluded in any manner and in any circumstances whatsoever on the grounds thereof, the Seller shall thereupon make available at Seller's facility a replacement Item(s) and; in the case of a damaged Item(s), the Seller shall thereupon correct the damaged Item(s) by (at its option) either repairing the Item(s) at Seller’s facility or by making available at Seller's facility a replacement Item(s). No claims for missing or damaged Item(s) will be accepted after thirty (30) days from date of Re-Delivery.

8.5. The warranty period on any such repaired or replaced Item(s) shall be the unexpired portion of the warranty on the Item(s) that the Seller has performed Services.

8.6. Seller will, so far as it is able, pass on to the Buyer the benefit of any warranty given by any third party (whether manufacturer, sub-contractor or otherwise) in respect of Services or embodied materials. Subject only to that obligation, all embodied materials from third parties are sold without any warranty whatsoever in view of the fact that the Seller is not the manufacturer. Consequential damage to the engine resulting from third party embodied materials is not covered under this Warranty.

8.7. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,

WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY (INCLUDING WITHOUT

LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE).

This warranty is applicable only if the Re-Delivered Item(s) is stored, installed, operated, handled, and maintained by the Buyer in accordance with the then current recommendations of the OEM as stated in its

manuals, bulletins or other written instructions Seller shall have no liability for special, incidental, consequential or punitive damage of any kind for any cause arising out of the sale, installation, maintenance or use of its Services or Re-Delivered Item(s).

8.8. The liability of the Seller connected with or resulting from the foregoing warranty shall not in any case exceed the cost of correcting the defects as provided above, and upon the expiration of the shortest period described in this Article 8, all such liability shall terminate. The foregoing shall constitute the sole remedy of Buyer and the sole liability of Seller for breach of warranty, whether the claim is in contract, warranty, tort (including negligence of any degree) or otherwise.

8.9. Neither party shall be liable for loss or damage, other than specifically agreed upon under this Agreement. In no event shall either party be liable for loss of use, anticipated profits or any other special or consequential damage arising out of or in connection with this Agreement, or the purchase, sale or use of any Item(s) hereunder, or the performance of any Services hereunder, regardless of whether such party has been advised of the possibility of such damages.

8.10 The Seller reserves the right to suspend this Warranty if the Buyer is in arrears for any outstanding invoices, fees or any other amounts due.

9. INTELLECTUAL PROPERTY

9.1. Seller shall handle all claims and defend any suit or proceedings brought against Buyer insofar as based on a claim that any material or process used in the Service activity on any Item(s) furnished under the accepted Order constitutes an infringement of any intellectual property rights of any third party. This Article 9 shall apply only to the extent that such material or process is so used to Seller's specification.

9.2. Seller's liability hereunder is conditioned upon Buyer promptly notifying Seller in writing and giving Seller exclusive authority, information, and assistance (at Seller's expense) for the handling, defence or settlement of any claim, suit or proceeding. In case such material is held in such suit to constitute infringement and the use of said material is enjoined, Seller shall, at its own expense and at its option, either (1) settle or defend such claim or suit or proceeding arising therefrom, or (2) procure for the Buyer the right to continue using said material in the Item(s) , or (3) replace or modify such Item(s) with a noninfringing material, or (4) refund the Service price attributable to such material.

9.3. The preceding paragraph shall not apply (1) to any material or process of Buyer's design or specification, or used at Buyer's direction in the provision of the Service or (2) to the use of any material furnished in

conjunction with any other apparatus, article, or material. As to any material or process or use described in the preceding sentence, Seller assumes no liability whatsoever for intellectual property rights infringement, and Buyer shall, in the same manner as Seller is obligated to Buyer above, indemnify and hold Seller harmless from and against any claim or liability, including costs and expense in defending any such claim or liability in respect thereto.

THE FOREGOING SHALL CONSTITUTE THE SOLE REMEDY OF BUYER AND THE SOLE LIABILITY OF

SELLER FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT BY ANY MATERIAL AND PROCESS AND IS SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN ARTICLE 10, LIMITATION OF

LIABILITY. THE INTELLECTUAL PROPERTY WARRANTY OBLIGATIONS RECITED ABOVE ARE IN LIEU OF ALL OTHER INTELLECTUAL PROPERTY WARRANTIES WHATSOEVER, WHETHER ORAL, WRITTEN, EXPRESSED, IMPLIED OR STATUTORY.

10. LIMITATION OF LIABILITY

10.1. The total liability of Seller, including its sub-contractors or suppliers, on any and all claims, whether in contract, warranty, tort (including negligence of any degree), intellectual property rights infringement, or otherwise, arising out of, connected with, or resulting from the performance or non-performance of the Services or any other agreement to which these Terms and Conditions apply or from the manufacture, sale, delivery, Re-Delivery, resale, repair, replacement or use of any Re-Delivered Item(s) or the furnishing of any Service, shall not exceed the Price described in Article 1 for the Service which gives rise to the claim. Any such liability shall terminate upon expiration of the warranty period specified in Article 8 - Warranty. In no event, whether as a result of breach of contract, warranty, tort (including negligence of any degree), intellectual property rights infringement, or otherwise, shall Seller, or its sub-contractors or supplier, be liable for any special, consequential, incidental, indirect or exemplary damages.

10.2 Losses caused by Compressor Turbine (CT) and Power Turbine (PT) blades (or damage to parts and accessories resulting from CT or PT blade failure) outside of the warranty provided by the part manufacturer, will be excluded from warranty.

INFORMATION

11.1. Notwithstanding any document marking to the contrary, any knowledge or information which Buyer shall have disclosed or may hereafter disclose to Seller incident to the provision of the Services hereunder shall not be deemed to be confidential or proprietary information and accordingly shall be acquired free from any restriction on use or disclosure.

11.2. Any knowledge or information which Seller may disclose to Buyer with respect to the provision of Services hereunder, and which is identified by Seller as being proprietary information of the Seller shall be held in confidence by Buyer. Such information shall not be reproduced, used or disclosed to others by Buyer without Seller's prior written consent.

11.3. The preceding Article 11.2 shall not apply to information which (1) is or becomes part of the general public knowledge or literature otherwise than as a consequence of breach of Buyer's obligations hereunder, or (2) was, as shown by written records, known to Buyer prior to receipt from Seller, or (3) was, as shown by written records, independently developed by Buyer prior to receipt from Seller, or (4) is disclosed without restriction to Buyer by a third party having the right to do so.

11. TERMINATION

12.1. The Seller may terminate this Agreement immediately (without notice) if the Buyer a) fails to make payment in accordance with the Seller’s Proposal requirements, b) the Buyer makes arrangements with the Buyer’s creditors due to its inability to pay the Buyer’s debts, c) enters into liquidation of its business (either voluntarily or compulsory), initiates bankruptcy proceedings or asset sell off. Upon any such termination, the Buyer will remain responsible for the Buyer’s obligations under the Order and to pay for the Services and the Buyer’s Item(s) may be dispositioned by the Seller in accordance with Article 3. The Seller will be compensated by the Buyer for all its costs, including those of its suppliers, plus profit should the termination precede the Re-Delivery date.

12.2. Work Stoppage:

Should the Buyer cause a delay or stoppage of the Seller’s completion of the Services, the Buyer will be liable to the Seller for any postponement costs associated with such delay including, but not limited to, storage costs, handling, inspection and preservation costs and these costs will be invoiced (Postponement Invoices) by the Seller on a monthly (or more frequent) basis. The Seller is not obligated to recommence the provision of Services until the Postponement Invoices have been paid in full by the Buyer. The ReDelivery date will be rescheduled by the Seller once the impact of the delay has been determined.

12.3. Buyer’s Cancellation:

Should the Buyer cancel the order at any time, the Seller reserves the right to recover its costs in the form of cancellation fees that shall include, eighteen (18) percent of the total value identified in the Seller’s Proposal, plus, all Seller’s costs incurred, including those of the Seller’s suppliers, plus profit at a rate of ten (10) percent of the total costs claimed.

12. GENERAL PROVISIONS

13.1. THIS AGREEMENT SHALL BE INTERPRETED, CONSTRUED AND ENFORCED IN ALL RESPECTS GOVERNED IN ACCORDANCE WITH THE LAWS OF ENGLAND AND WALES, without reference to the

choice of laws provision thereof. Services shall be deemed to be Goods for the purposes of this paragraph (i.e., the application of governing law). Seller may, but is not obligated to, bring any action or claim relating to or arising out of this Agreement in the appropriate court in England or Wales, or arbitration forum, if arbitration is required by law, in the jurisdiction described above, and Buyer hereby irrevocably consents to personal jurisdiction and venue in any such court. Buyer hereby waives and agrees not to assert by way of motion, as a defence, or otherwise, in any such suit, action or proceeding, any claim that (a) Buyer is not personally subject to the jurisdiction of the above-named courts, (b) the suit, action or proceeding is brought in an inconvenient forum or (c) the venue of the suit, action or proceeding is improper.

13.2. Any action or claim by Buyer with respect hereto shall also be brought in the appropriate court in the jurisdiction described above, if Seller so elects. Accordingly, Buyer shall give written notice to Seller of any such intended action or claim, including the intended venue thereof, and shall not commence such action or claim outside of such jurisdiction if Seller, within thirty (30) days from receipt thereof, makes its election as aforesaid. If Seller and Buyer mutually agree to participate in alternative dispute resolution, Supplier agrees that all alternative dispute resolution proceedings shall take place in England.

13.3. Further Assurances - The Parties agree to execute, acknowledge, and deliver all such further documents and do all such acts as may be necessary to carry out the intent and purposes of this Agreement.

13.4. Pursuant to Article 6 of the United Nations Convention on Contracts for the International Sale of Goods, the Parties exclude the application of the provisions of said Convention to all transactions relating to the Order and this Agreement

13.5. In the event of translation of this Agreement into a language other than English, only the English text will have any legal significance.

13.6. The assignment of a Purchase Order, or any rights or obligations thereunder, by either party without the prior written consent of the other party shall be void, except that Buyer's consent shall not be required for the substitution of a subsidiary or of an affiliated company of Seller in place of Seller as the contracting party and the recipient of the payments pertaining to all or any portion of the Purchase Order. In the event of such substitution, Buyer shall be advised thereof in writing.

13.7. No waiver, alteration or modification of these Terms and Conditions of sale shall be binding upon Seller unless made in writing and signed by a duly authorised representative of Seller.

13.8. All Proposals of Seller are subject to change at any time prior to Seller's acceptance of a Purchase Order and expire at the end of the validity period stipulated in such Proposal. If no such period is stipulated then the Proposal shall expire thirty (30) days from the date of issuance by the Seller.

13.9. The invalidity, in whole or in part, of any provision hereof shall not affect the validity of the remainder of such provision or of any other provision hereof.

13.10. Except as herein expressly provided to the contrary, the provisions of this document are for the benefit of the parties and not for the benefit of any other person.

13.11. The parties agree that neither will disclose any of the terms of this Agreement to a third party without prior written approval of the other party except that:

13.11.1 To the extent required by government agencies and courts for official purposes, disclosure may be made to such agencies and courts. In such event, a suitable restrictive legend limiting further disclosure shall be applied.

13.11.2 The existence of the agreement and its general purpose may be stated to others by either of the parties without approval from the other.

13. GOOD GOVERNANCE

The Buyer confirms the payment under this Order is for the Services provided by the Seller and neither party, its employees, agents, or other person acting on behalf of the party, has offered, accepted, promised or has agreed to pay any money, gift, loan, or other benefit , either directly or through third party intermediaries to a public official or a private person, to entice that individual to perform an act or lack of act which gives either party an improper advantage under this Agreement or Order.

The Buyer and Seller agree to comply with all local laws within the country where the business transaction occurs, and, in addition, comply with all applicable Canadian laws relating to anti-corruption or anti-bribery, including the requirements of the United States Foreign Corrupt Practices Act, the Canadian Corruption of Foreign Public Officials Act and the United Kingdom’s Bribery Act regardless of whether the business transaction occurs in the United States, Canada or the United Kingdom.