Airline Product Order Form

AIRLINE PRODUCT ORDER FORM

Parties and Recitals

This Airline Product Order Form (the "Order") is entered into by and between:

Airline Name:

Supplier Name:

WHEREAS, Airline requires the purchase and delivery of certain products and services for its aircraft operations; and

WHEREAS, Supplier is engaged in the manufacture, sale and distribution of such products and is willing to supply same to Airline under the terms set forth below; and

WHEREAS, the parties desire to set forth the scope, pricing, delivery, acceptance and related commercial and legal terms for the purchase identified by Purchase Order Number:

Order Summary

Order Date:   Requested Delivery Window:

Products and Pricing

List each product to be supplied. Unit prices are exclusive of taxes unless otherwise stated.

Subtotal (USD):   Tax and Duties (if applicable):   Shipping & Handling:

Total Due (USD):

Scope of Work

Supplier shall supply, package, label and deliver the products described above in accordance with applicable specifications, accepted samples, and the delivery schedule set forth in this Order. Supplier shall also provide any required documentation, certificates of conformity, and export/import documentation as applicable.

Payment Terms

Buyer shall pay Supplier the Total Due as stated herein subject to the following terms:

Payment Schedule:

Payment Method:

Late Payment: Payments not received by Buyer within thirty (30) days of the invoice due date shall accrue a late fee of on the unpaid balance, plus reasonable collection costs.

Delivery and Acceptance

Delivery Terms (Incoterms):

Delivery Address:

Acceptance: Buyer shall inspect products upon receipt. Nonconforming goods may be rejected within business days. Supplier shall, at its option, replace or repair nonconforming goods within a reasonable period not to exceed days from notice of rejection.

Term and Termination

Term Start Date:   Term End Date:

Either party may terminate this Order for material breach if the breaching party fails to cure such breach within days after written notice. Termination for convenience by Buyer may be exercised upon days' prior written notice; Supplier shall be entitled to payment for conforming goods delivered and reasonable documented costs incurred prior to termination.

Confidentiality

Each party will hold in confidence all non-public, proprietary or business information received from the other party in connection with this Order and will not disclose such information except to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential information does not include information that is (i) generally available to the public other than by breach of this obligation, (ii) known to the receiving party at the time of disclosure as evidenced by written records, or (iii) rightfully obtained from a third party without restriction.

Acknowledgement of Confidentiality: By checking this box, the party acknowledges understanding and acceptance of the confidentiality obligations set forth above.

Warranties and Compliance

Supplier warrants that all products supplied under this Order will conform to the specifications, be free from defects in material and workmanship, and be fit for their intended purpose for a period of months from acceptance. Supplier represents that it will comply with all applicable laws, aviation regulations and industry standards in the manufacture, labeling and delivery of the products.

Indemnification and Liability

Supplier shall indemnify, defend and hold harmless Buyer, its affiliates and their respective officers, directors and employees from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Supplier's breach of this Order, product defects, or Supplier's negligence or willful misconduct. Except as to claims for personal injury or death or Supplier's gross negligence, the parties' aggregate liability under this Order shall be limited to direct damages not to exceed the total amount paid under this Order.

Governing Law and Entire Agreement

Governing Law: This Order shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles.

Entire Agreement: This Order, together with any referenced specifications and purchase order attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals and agreements, whether written or oral. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

Notices and Contact Information

Acceptance of Order

By signing below, the parties acknowledge and agree that this Order is subject to the terms and conditions contained herein. Supplier affirms that it has the authority to supply the products described and that prices and delivery commitments are accurate as indicated.

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