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Trent 700 Engine Stand Lease Agreement - 240408 - 201349
Trent 700 Engine Stand Lease Agreement - 240408 - 201349
AIR MAURITIUS
Mr Jeanlou BEAUBOIS
Aircraft Store
B767 Hangar
SSR International Airport
Mauritius
ENGINE STAND
This document is the exclusive property of AeroLys Logistic. All content in this
document is confidential & cannot be totally or partially copied, saved,
PN: HU52281-4
translated or transmitted to a third party without the prior written consent
of AeroLys Logistic.
1/17
1. Table of Contents
AeroLys Logistic is part of AeroLys group which is a consulting company established in France and providing
services to airline and owner since 2012.
With a worldwide team we are able to dispatch a representative in a short time and close to where your need is:
Since its establishment, AeroLys and its team have managed more than 100 projects worldwide on various
aircraft type including ATR, CRJ’s, Airbus A320 Family, Airbus A330, Airbus A340, Boeing 737 NG, Boeing 757 and
Boeing 777.
With a team composed of CAMO Engineer, Ground Engineer and Engine Engineer we have the specialist
matching with your needs and ready to put their expertise at your service.
CAMO approved since 2014, we are offering a flexible and integrated solution thanks to a good communication
between our on-site team and our CAMO offices in France. Our way to manage end of lease or delivery is allowing
us to move from a regular project to a fully integrated CAMO project in a short time and at a reasonable cost.
Since 2020, AeroLys is offering to its customer parts provisioning and will offer mid 2021 records and parts
storage facilities in France to propose a one stop solution for your projects.
And
Air Mauritius, (designated “the Customer” thereafter) a company existing and organized under the laws of
England and having its registered office at:
Aircraft Store
B767 Hangar
SSR International Airport
Mauritius
Cost for each service is defined in its corresponding Annex. All prices listed in this proposal and its annexes are
excluding VAT and travel cost. Unless otherwise specified all prices in this proposal are in United States Dollar
(USD).
b. Invoicing
An invoice will be sent to the customer each month. The invoice will be covering the lease period for one month.
The invoice will be due for payment net 30 days after the date written on the invoice. All invoices will be
forwarded to the customer thru e-mail.
c. Invoicing address
This proposal is valid for a period of one (1) year from date of signature.
Any breach in the payment of invoices will stop by immediately the service provided without any funds back of
amount already paid.
Now therefore, for and in consideration of the premises, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
3. Agreement to Lease
Subject to and in accordance with the terms and conditions of this Lease, and as amended and
supplemented from time to time, AeroLys Logistic hereby agrees to lease to the customer, and the
customer hereby agrees to lease from AeroLys Logistic, the following engine stand and ancillary equipment,
together with attachments and accessories attached thereto or used in connection therewith including, but
not limited to, casters, tow bar, engine adapters and all engine mounts, etc., as specifically described in
Annex 2 hereto (hereinafter collectively referred to as the "Engine Stand"):
The engine stand provided to the Customer shall be used in accordance with the Manufacturer Manual
provided by AeroLys Logistic.
a. Delivery
Upon tender of delivery of the Engine Stand to the customer, the customer shall execute and deliver the
Lease Agreement to AeroLys Logistic whereby the customer acknowledges the delivery and acceptance of
the Engine Stand upon the terms and subject to the conditions of this Lease. Upon execution of the Lease,
the Customer agrees to accept the delivery of the Engine Stand, in the condition as set forth in this
agreement, from AeroLys Logistic “as is, where is” and subject to all disclaimers and waivers set forth herein
(hereinafter, “Delivery”).
The customer shall arrange the engine stand to be collected at the following address (“Delivery Location”):
PICK-UP ADDRESS
Gate 1B
Victory Road
Address:
Derby DE24 8EL
United Kingdom
Point of Contact: Hanson Masih
E-mail: hanson@hsmglobal.co.uk
Phone Number: +44 (0) 1403 269403
The term of this Lease begins upon the engine stand pick-up date agreed between the Customer and
AeroLys Logistic (the “Delivery Date”) and shall expire when the Engine Stand is redelivered by the
customer and received by AeroLys Logistic at the redelivery location mutually agreed between both parties.
On the date which falls on one (1) month from the Delivery Date or on such other date as agreed between
both parties (such date, the “Termination Date”)(the “Lease Term”), but in no case shall the Lease Term be
less than six (6) weeks. The Engine Stand shall be redelivered from the customer to AeroLys Logistic in the
same condition as outlined in Annex 2, less normal wear and tear.
It is noted that any missing accessories from the engine stand at time of end of lease will be ordered to the
stand OEM and will be reinvoiced to the LESSEE at cost plus 20%.
6. Rent
The customer covenants and agrees to pay to AeroLys Logistic the following:
All Rent shall be paid in US dollars by wire transfer of immediately available funds to such bank and account
as AeroLys Logistic shall designate to the Customer in writing. This Lease is a net lease and the customer’s
obligation to pay all Rent hereunder shall be absolute and unconditional and shall not be affected or
reduced by any circumstances. For avoidance of doubt, the Security Deposit shall be paid on or prior to the
physical collection of the Engine Stand by the Customer at the Delivery Location.
The Customer hereby represents, warrants, and covenants, each of which shall survive the execution and
delivery of this Lease and the Lease Supplement, and the delivery by AeroLys Logistic and acceptance by
The Customer of the Engine Stand:
(a) The Customer shall safely keep and carefully use the Engine Stand and not sell or attempt
to sell, remove or attempt to remove, the same or any part thereof, except for the ordinary use
and operation of the Engine Stand;
(b) The Customer shall, during the Lease Term and until return and redelivery of the Engine
Stand to AeroLys Logistic, abide by and conform to, and cause its agents to abide by and conform
to, all applicable laws and governmental and airport orders, rules and regulations, including any
future amendments thereto, controlling or in any manner affecting The Customer’s operation, use
or occupancy of the Engine Stand or use of any airport premises by The Customer and the Engine
Stand;
(c) The Customer shall: (i) pay all taxes, assessments and charges on the Engine Stand and /
or its use, including but not limited to all import, export, customs and other similar charges, levies
(d) The Customer accepts the Engine Stand in its present condition, and during the Lease Term
and until return and redelivery of the Engine Stand to AeroLys Logistic the Customer shall maintain
it in its present condition, ordinary wear and tear occurring despite standards of good maintenance
of the Engine Stand excepted, and The Customer shall repair at his own expense any damages to
the Engine Stand caused by operation or use by The Customer, its agents, or by any other person
during the Lease Term and until redelivery of the Engine Stand to AeroLys Logistic upon expiration
of the Lease Term;
(e) The Customer shall not have the right to incur any mechanic's or other lien in connection
with the repair, maintenance or storage of the Engine Stand, and The Customer agrees that neither
it nor its agents will attempt to convey or mortgage or create any lien of any kind or character
against the same or do anything or take any action that might mature into a lien;
(f) The Customer shall (at its sole cost and expense), from the date the Engine Stand is
collected by The Customer at the Delivery Location and during the Lease Term, cause to be carried
and maintained; aviation general liability insurance including premises and products liability in the
amount of no less than US$5,000,000.00 any one occurrence and in the annual aggregate with
respects to products liability, (i) naming the AeroLys Logistic as additional insureds; (ii) a waiver of
subrogation in favor of the AeroLys Logistic; (iii) coverage under The Customers’ policy is primary
without right of contribution from any other insurance which is carried by the additional insureds;
(iv) in respect of the interest of the additional insureds, the insurance afforded by this policy shall
not be invalidated by any action or inaction of the named insured and shall insure the additional
insured's interest, as it appears, regardless of any breach or violation by the named insured; (v)
each of several insureds shall have the same protection as if this policy had been issued individually
to them except that this fact shall not in any event increase the Customer’s total limits as set forth
in the policy. All Risks Aircraft Spares Parts Insurance (or its equivalent) an amount equal to the
agreed value of the stand, which is in the amount of no less than US$225,000.00.
(g) The Customer shall return the Engine Stand at the expiration of the Lease Term at the
Delivery Location, or such other location as is designated by AeroLys Logistic and mutually
acceptable to The Customer and AeroLys Logistic. The whole of the Engine Stand returned to the
AeroLys Logistic shall be in as good condition as with the exception of ordinary wear and tear.
Should any repairs or replacement of missing parts be required, The Customer shall be notified of
such items and will be invoiced the actual cost of the repairs and replacement of missing material
without any markup or handling fees. Rent shall continue to accrue until repairs or replacement
of missing parts has been completed unless The Customer has reimbursed AeroLys Logistic for the
costs of such repairs and/or replacement as set forth in the prior sentence or AeroLys Logistic has
agreed to accept return of the Engine Stand without such repairs and/or replacement. See Exhibit
C containing pictures of the Engine Stand’s physical condition on the Delivery Date.
(h) It is mutually agreed that in the event that the Customer shall violate any of the covenants,
terms and conditions of this Lease, AeroLys Logistic may at his option without notice terminate this
Lease and take possession of the Engine Stand wherever found, and exercise whatever remedies
are available to it under applicable law.
AeroLys Logistic has not and shall not be deemed to have made (whether by virtue of having leased the
engine stand under this lease, or having done or failed to do any act, or having acquired or failed to acquire
any status under or in relation to this lease or otherwise) and AeroLys Logistic specifically disclaims any
representation or warranty, express or implied, as to condition, design, operation, or fitness for use for a
particular purpose of the engine stand, or as to the quality of the material or workmanship of the engine
stand, the absence therefrom of latent or other defects, whether or not discoverable, or as to any other
representation or warranty whatsoever, express or implied (including any implied warranty arising from a
course of performance or dealing or usage of trade), with respect to the engine stand; and the customer
hereby waives, releases, renounces and disclaims expectation of or reliance upon any such warranty or
warranties. AeroLys Logistic shall have no responsibility or liability whatsoever to the customer or any other
person, whether arising in contract or tort, out of any negligence or strict liability of AeroLys Logistic, for:
(i) Any liability, loss or damage caused or alleged to be caused directly or indirectly by the engine
stand or by any inadequacy thereof or deficiency or defect therein or by any other
circumstance in connection therewith;
(ii) (ii) the use, operation or performance of the engine stand or any risks relating thereto;
(iii) (iii) any interruption of service, loss of business or anticipated profits or consequential
damages; or
(iv) (iv) the delivery, operation, servicing, maintenance, repair, improvement or replacement of
the engine stand. The warranties and representations set forth in this section 5 are exclusive
and in lieu of all other representations or warranties whatsoever, express or implied, and
AeroLys Logistic shall not be deemed to have made any other representations or warranties
(except as set forth in section 6 hereof).
10. Miscellaneous.
(a) Authorization.
(i) the making and performance by it of this Lease has been duly authorized by all necessary
action on its part, and will not violate any provision of its articles of incorporation,
constitution or by-laws;
(ii) (ii) it is duly organized and validly existing under the laws of the jurisdiction of its
incorporation or organization, and has the full power and authority to carry on its business
as presently conducted and to perform its obligations under this Lease;
(iii) this Lease has been duly executed and delivered by it, and that this Lease and the Lease
Supplement when executed and delivered hereunder constitute its legal, valid and binding
obligations, enforceable in accordance with its respective terms except as may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally.
Any provision of this Lease which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof; and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by
applicable law, The Customer hereby waives any provisions of applicable law which renders any provisions
hereof prohibited or unenforceable in any respect. This Lease supersedes any prior or contemporaneous
agreements, whether oral or in writing, of the parties hereto and shall constitute the entire agreement of
EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
(c) Notices.
All notices required under the terms and provisions hereof shall be in writing, shall be sent to AeroLys
Logistic or The Customer at their respective addresses or by email set forth as follows:
AeroLys Logistic
Attn: Sébastien LECOINTE
3 rue des Epinettes
44260 MALVILLE
FRANCE
Tel: +33.6.87.48.99.45
Email: slecointe@aerolys.aero
If to the Customer:
AIR MAURITIUS
Aircraft Store
B767 Hangar
SSR International Airport
Mauritius
Any such notice shall become effective upon the actual receipt of such notice.
(d) Counterparts.
This Lease may be executed in any number of counterparts, each of which counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the
same Lease.
11. Signature
IN WITNESS WHEREOF, AeroLys Logistic and The Customer have caused this Lease to be duly executed as
of the day and year first above written.
By: By:
1. General definition
Agreement shall mean the General Terms and Agreement on the technical services as well as the attachments and annexes
hereto including any and all subsequent amendments and side letters.
Aircraft shall mean designated aircraft including any Components as listed in this agreement.
Airworthiness shall mean the conformity of an aircraft including its engine and components with the applicable approved
type, i.e. that it complies with the valid type certificate data sheet and if the maintenance was carried out in accordance with
the applicable maintenance requirements.
Authority shall mean either the approving authority of the aircraft, of an engine, or of the Customer or the approving
authority of the maintenance organization.
Base Maintenance shall mean all schedule maintenance activities in accordance with the Customer’s approved maintenance
program for A check and above.
Business Day shall mean a day on which bank are open for business in France.
Customer shall mean The Customer, its directors, officers, employees, agents, successors and permitted assignees.
Delivery shall mean the act of the Customer giving the Provider possession of an engine of a component to be serviced.
Dollar or $ or USD means the US Dollar, the legal currency of the United States of America.
Euro or € means the legal currency in force in the Eurozone of the European Union.
General Terms shall mean the General Terms of this Agreement on the Customers Services.
Maintenance shall mean one or a combination of the following actions: overhaul, repair, inspection, replacement,
modification or rectification of discrepancies on an aircraft and / or an engine.
Maintenance Data shall mean it is approved data for an aircraft, engine or component which has been issued by the design
organization which has developed the aircraft, engine or component or another appropriately approved design organization
to define the extent of maintenance to be performed on engine or component.
Order shall mean a purchase order issued by the Customer with respect to the agreement and any amendments thereof
agreed by both parties.
Party/parties shall mean the Provider or the Customer / the Provider and the Customer collectively.
Provider shall mean AeroLys Logistic, its directors, officers, employees, agents, successors and permitted assignees.
Services shall mean all work performed or to be performed and all actions taken or to be taken by the Provider in compliance
with its obligations under this agreement on behalf of the Customer.
Release to Service shall mean the issuance of a certificate of release to service by the maintenance organization approved
by the applicable authority confirming, unless otherwise specified, that the maintenance services listed therein have been
carried out in conformity with the applicable requirements (e.g. EASA Part 145 Requirements) by appropriate authorized
personnel of the maintenance organization and in accordance with the applicable maintenance organization exposition, and
that the engine or component has been release to service.
2. General Abbreviation
A/C : Aircraft
AD : Airworthiness Directive. A recommendation issued by an aviation authority
ALI : Airworthiness Limitation Items
ALS : Airworthiness Limitation Section
APU : Auxiliary Power Unit
ARC : Airworthiness Review Certificate
CAM : Continuous Airworthiness Management
CAME : Continuous Airworthiness Management Exposition
CAMO : Continuous Airworthiness Management Organization
CofA : Certificate of Airworthiness
CRS : Certificate of Release to Service
DGAC : Direction General de l’Aviation Civile. The Civil Aviation Authority of France
EASA : European Aviation Safety Agency
FAA : Federal Aviation Authority. The Civil Aviation Authority of the United States of
America
FTP : File Transfer Protocol
HT : Hard Time component
LDND : Last Done Next Due
LLP : Life Limited Parts
MOD : approved modification applied on the aircraft
MP : Maintenance Program that has been approved by the authority of the country of
Aircraft / Engine registration
MPD : Maintenance Planning Document
MRB : Maintenance Review Board
MRO : Maintenance Repair Organization. An EASA 145 approved organization
NAA : National Aviation Authority
OCCM : On Condition or Condition Monitoring
OEM : Original Equipment Manufacturer
SB : Service Bulletin
STC : Supplemental Type Certificate
TAT : Turn Around Time
TBD : To be determined
TCC : Time Control Components (HT, LLP, ALS parts, etc.…)
3. Purpose of agreement
(3.1) The purpose of the Agreement is to define the terms and conditions under which the Provider shall provide and
supply, and the Customer shall purchase and accept the services listed in this agreement with respect to the aircraft
listed in this agreement.
(3.2) The specific financial terms and conditions with respect to the services are defined in § 6 – Financial condition, of this
agreement.
(3.3) Each aircraft subject to the agreement is identified and listed in §2 - List of aircraft covered under this agreement.
The agreement shall become effective and into force on the date of signature of this Agreement (the “effective date”) and
shall remain in effect thereafter for an initial period of three (3) years, subject to the provisions of the agreement.
Beyond this initial period, the Agreement will then be automatically terminated by the end of the project.
Notwithstanding termination, each party agrees to perform all obligations, which accrued under the agreement prior to the
time that termination becomes effective.
Each Annex may enter into force at a date subsequent to the Effective Date and/or may last for a time period other than the
term of the agreement, the provisions of the agreement shall automatically be extended accordingly.
Unless otherwise agreed in the Agreement, the General Terms and Conditions of sale will be applicable. In case of
contradictions, the present Agreement will prevail.
In witness thereof this agreement has been executed in duplicate by a duly authorized representative of each party hereto.
Each party acknowledges receipt of its own original copy in English.
As a general rule, the Services will be provided on the operational premises of the Provider but the Provider is entitled to
perform or have such services performed outside of its premises too.
b. Deliverables
Exchange of information and meetings between the Provider and the Customer will be organized in order to ensure a good
communication system between Parties. On the agenda of these meetings shall be the scope of services follow up and
planning, as well as technical and quality issues as and when necessary.
Material and documentation supply for each Service to be performed under the agreement will be defined in this agreement
or in each relevant annex. The Customer shall supply to the Provider all required training for its manuals, up-to-date technical
documentation as stipulated in the relevant annex and all other documentation and / or information as deemed necessary
by the Provider for the performance of the services. Any failure to supply said documentation and information shall relieve
the Provider from any obligations or liabilities with respect to the services concerned by the said failure.
Schedule and TAT for the Services to be provided by the Provider to the Customer under the Agreement will be specified in
this agreement and each annex for the concerned services.
6.1. General:
These general terms and conditions of sale and/or services (“the Terms”) shall apply to all quotations, offer (“Offer”), services
and sales made by AeroLys Logistic (“AeroLys Logistic”) for the performance of services and or supply of goods to the
Customer (“Customer”). No waiver or modification of any provision hereof shall be binding upon AeroLys Logistic, unless
agreed in writing by a duly authorized representative of AeroLys Logistic.
Any order place by the Customer with AeroLys Logistic or the acceptance of, or the payment for any product or service shall
be deemed to evidence Customer’s unconditional acceptance of these terms. Notwithstanding the foregoing. (i) should the
terms conflict with the conditions contained in a specific agreement entered into AeroLys Logistic and the Customer, the
conditions of such specific agreement entered into between AeroLys Logistic
and Customer, the conditions of such specific agreement shall govern, and (ii) the specific condition of the order (as defined
herein) having a technical, commercial, administrative purpose prevail over the Terms.
The Terms shall prevail over any general or specific purchase conditions related to or contained in a purchase order or other
document submitted by Customer, notwithstanding any provisions contained therein.
Any Offer issued by AeroLys Logistic constitutes a firm and valid offer for the duration specified in such Offer, or (if not
specified) for a duration of thirty (30) days from the date of the Offer issuance. Any supply of product(s) and/or performance
of service(s) shall be subject to due ordering by Customer in writing and acceptance or confirmation of the Order by AeroLys
Logistic. An order issued by Customer is only binding upon written acceptance or confirmation by AeroLys Logistic of the
order, or if AeroLys Logistic starts performing the services or delivering the goods (the “Order”). No cancellation, modification
or reduction of an Order shall be made without AeroLys Logistic’s prior written consent. Should an Order be cancelled for any
reason, AeroLys Logistic reserves the right to charge Customer for any kind of preparation made, service performed in whole
or in part and/or product ordered in connection with the Order, and to retain in advance payment made by Customer. Any
changes or modification to an Order shall be subject to prior written agreement of AeroLys Logistic and may result in an
additional charge to Customer and/or an additional lead-time.
6.3. Prices
The prices do not include any duties, taxes, freight or packing or other charges (including but not limited to outsourced
services, registration fees paid to Authorities), except when the otherwise expressly agreed in writing between the parties.
Charges are subject to currency exchange rate evolution. All taxes, duties, fees or other assessments, including interests and
penalties in connection therewith are for Customer’s account, with the exception of those imposed on corporate income and
profit of AeroLys Logistic levied by the French government.
Unless otherwise agreed in writing, payment for services and/or goods delivered shall be made by Customer within ten (10)
days from the date of the invoice. Payment shall be made by wire transfer to the relevant bank account as specified by
AeroLys Logistic, in the currency indicated on the invoice. Should, before completion of the service or of the delivery, AeroLys
Logistic find reason to believe that Customer will not duly fulfill its obligation to make payment, is suffering from reduced or
potentially reduced solvency or some material change in its financial or legal status, AeroLys Logistic shall have the right to
demand adequate security or, without any liabilities towards Customer, to cancel the contract, unless Customer provides a
payment guarantee approved by AeroLys Logistic.
Customer shall not be entitled to withhold any payment of any part of an invoice, nor shall Customer set off any amount
against invoices. Any invoice not disputed in writing with detailed indication of the reason thereof within fifteen (15) days
from the invoice issuance date will be deemed irrevocably accepted by Customer.
If any payment due to AeroLys Logistic is not received on the due date, a demand to pay shall, ipso facto, be deemed given
as of that date and AeroLys Logistic shall have the right, without prior written notice, to claim interest from Customer at the
rate equal to three (3) time the French legal interest rate calculated on the invoice price per month and prorata temporis as
from the due date until the day when full payment is received.
Such right shall be without prejudice to AeroLys Logistic other rights including but not limited to the right to suspend
performance of services or deliveries to Customer until such due payment is received or to claim for the immediate payment
of any outstanding amount. Customer shall also have to pay a fixed indemnity of 10% of the amount overdue, with a minimum
of five hundred (500,00) EURO, without prejudice to the rights of AeroLys Logistic of claiming from Customer any damages
and the reimbursement of legal expenses and costs, including reasonable attorney fees.
Customer agrees that a right of retention and a pledge exist on equipment or property (including aircraft or data) which is in
the custody of AeroLys Logistic or present in AeroLys Logistic’s premises, for the due payment of Customer’s debts.
AeroLys Logistic shall retain title to goods sold or exchanged to Customer until full payment of the entire price thereof by
Customer but Customer shall carry all risks for such goods after delivery by AeroLys Logistic.
Goods sold or products on which work and/or services are to perform shall be sent DELIVERED DUTY PAID (DDP – Incoterms
ICC 2010) to AeroLys Logistic’s facilities and (re-)delivery by AeroLys Logistic to Customer shall occur EX WORKS (EXW –
Incoterms ICC 2010) AeroLys Logistic’s facilities, except if otherwise agreed or specified in writing between the parties. Any
item shall be transported in accordance with ATA 300 standards (for air transport), ADR regulations (for transportation by
road), and regulations of the country of destination and/or manufacturers’ requirements. For any shipment, the relevant
item shall be packed in accordance with the latest IATA “Dangerous goods Regulations”. Neither party shall bear any risk
associated with transportation in the event of faulty or unsecured packing under the other party’s responsibility and not in
accordance with the above. Should AeroLys Logistic and/or its subcontractors be in charge of shipment, the liability of AeroLys
Logistic for any loss or damage to goods and for any consequences thereof attributable (in whole or in part) to the shipment
operation undertaken by AeroLys Logistic and/or its subcontractors, is strictly limited to the indemnification ceilings as fixed
by the Geneva Convention 19 May 1956 (CMR) in case of carriage by road (national or international) or by the Warsaw
Convention 12 October 1929 as amended by Montreal Convention 28 May 1999 in carriage by air (national or international).
Customer acknowledges that the services or goods (including without limitation data, commodities, technology or software)
supplied by AeroLys Logistic under the Terms may be subject to export control laws and regulations, and diversion contrary
to such laws and regulations is prohibited. Customer shall indemnify and hold AeroLys Logistic harmless against any damages,
losses or fees of any kind imposed as a result of Customer’ failure to comply with any applicable export control law or
regulation.
Should any of AeroLys Logistic’s obligations be prevented, obstructed or delayed due to force majeure, AeroLys Logistic shall
be relieved of all liability for the fulfillment of such obligation until the obstacle has been removed and, if it continues for
more than three (3) consecutive months, both parties shall be entitled to terminate the contract. The term force majeure
includes acts of God, labor disputes, strike, military mobilization, war, failure of the financial system, export and import
restrictions and other governmental interferences, fire, accidents, floods and other natural events, water shortage, machine
damage and other unforeseen disturbances in the production, general shortage of means of transportation or traffic
disturbances at railroads, harbors or other traffic institutions, or default or delayed delivery from sub-suppliers or any other
circumstances of whatever nature beyond AeroLys Logistic’s control and preventing AeroLys Logistic’s ability to fulfill its
obligations.
Where AeroLys Logistic deems that the continued performance of its contractual duties has become excessively onerous due
to an event beyond its reasonable control which AeroLys Logistic could not reasonably have been expected to foresee at the
time of the conclusion of the contract; and the event or the consequences thereof could not reasonably have been avoided
or overcome by AeroLys Logistic, AeroLys Logistic shall be entitled to invoke hardship. Customer is bound, within a reasonable
time of the invocation of hardship by AeroLys Logistic, to negotiate alternative contractual terms which reasonably alleviate
or mitigates such effects are not agreed upon between AeroLys Logistic and Customer as provided in this clause, AeroLys
Logistic is entitled to terminate the contractual relationship by giving written notice hereof.
6.7. Liability
To the maximum extent permitted by applicable law, AeroLys Logistic shall in no event be liable for special, multiple, indirect,
incidental or consequential damages and losses, whether in contract, warranty, tort (including, but not limited to negligence,
failure to warn or failure to test), strict liability or otherwise, including but not limited to, loss of profits or revenue, loss of
use of the goods delivered or on the goods on which works and/or services were performed, delay or claims of clients of
Customer or other users of the goods or services, and in no event shall the aggregate liabilities of AeroLys Logistic under any
contract exceed the purchase price actually paid by Customer to AeroLys Logistic with respect of the goods or services in
question.
Customer agrees to indemnify, hold harmless and defend AeroLys Logistic, its directors, officers, employees, servants, agents
and subcontractors from any and all liabilities, losses, damages, costs, claims or lawsuits (including reasonable legal costs),
settlements, judgement amounts and expenses, arising out of Customer’s use of the goods, whether such liabilities, claims
or lawsuits result from the negligent acts or omissions of Customer, or otherwise from the use of the goods by Customer or
by a third party either singly or in combination with other goods or from the use of the services performed by AeroLys Logistic.
These Terms and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by and
construed in accordance with French law.
All disputes arising out of or in connection with the services performed or the sale and delivery of goods under these Terms
shall be settled by the commercial court of Saint Nazaire, France.