1. General

These Warranty, Returns & Exchange Terms and Conditions ("Terms") apply to the sale and supply of aircraft parts, components, accessories, equipment and related products ("Products") by Agiaerospace ("Agiaerospace", "we", "us" or "our").

By purchasing Products from Agiaerospace, the customer ("Customer", "you" or "your") acknowledges and agrees to these Terms, together with the applicable quotation, sales order, invoice and any specific terms expressly agreed in writing by Agiaerospace.

In the event of any conflict between these Terms and specific written terms stated on an Agiaerospace quotation or sales order, the specific written terms shall prevail.

These Terms are intended to provide clear and commercially reasonable procedures for warranty claims, product returns, exchanges and core returns while maintaining appropriate aviation-industry traceability and quality requirements.

2. Product Condition

Unless otherwise stated in writing on the applicable quotation or sales documentation, Products may be supplied in one of the following conditions:

• New
• Factory New
• Overhauled
• Repaired
• Inspected/Tested
• Serviceable
• As Removed ("AR")
• As Is
• Exchange

The condition of the Product, applicable certification and any warranty period shall be as stated on the applicable quotation, sales order, invoice or accompanying documentation.

Where a specific warranty period is stated on the quotation or sales order, that period shall take precedence over the standard periods set out below.

3. Standard Warranty

Unless otherwise stated in writing, Agiaerospace provides the following standard warranty periods:

• New / Factory New: 12 months
• Overhauled: 12 months
• Exchange: 12 months or 300 operating hours, whichever occurs first
• Repaired: 90 days
• Serviceable / Inspected: 90 days
• Used: 30 days
• As Removed – Guaranteed Functional: 30 days
• As Removed – Guaranteed Repairable: 30 days
• As Is / No Warranty: No warranty

The applicable warranty period begins from the date of shipment unless otherwise stated in writing.

Where a warranty is subject to both a calendar period and an operating-hour or cycle limitation, the warranty shall expire upon the first limit being reached.

4. Warranty Coverage

Agiaerospace warrants that, subject to these Terms, the Product will conform to the condition and specification expressly stated in the applicable sales documentation.

A warranty claim may be considered where a Product:

• Fails during the applicable warranty period.
• Does not conform to the agreed specification or condition.
• Is supplied with an incorrect part number or configuration.
• Has a defect attributable to material or workmanship.
• Fails to perform its intended function when properly installed, maintained and operated within applicable limitations.

All warranty claims are subject to inspection and technical evaluation by Agiaerospace and/or an appropriate manufacturer, repair station or approved technical facility.

Return of a Product does not constitute acceptance of a warranty claim.

5. Warranty Exclusions

The warranty shall not apply where failure, damage or deterioration results from:

• Improper installation, removal or maintenance.
• Incorrect installation or application.
• Abuse, misuse or negligence.
• Accident, incident or external damage.
• Improper storage or preservation.
• Corrosion, contamination or moisture damage occurring after delivery.
• Operation outside approved limits.
• Excessive heat, pressure, load, vibration or other operating conditions.
• Normal wear and tear.
• Unauthorized modification, alteration or repair.
• Repair or maintenance performed by an unauthorized party.
• Failure to comply with applicable maintenance instructions.
• Use in an application other than that for which the Product was supplied.
• Missing, altered or incomplete traceability documentation.
• Damage occurring during transportation for which the Customer is responsible.
• Customer-furnished materials or workmanship.
• Any other condition expressly excluded by the applicable manufacturer, OEM, repair facility or supplier warranty.

Any Product that has been modified, dismantled, repaired or altered without Agiaerospace's prior written authorization may be excluded from warranty coverage.

6. Warranty Claim Procedure

The Customer shall notify Agiaerospace of any suspected warranty failure as soon as reasonably practicable after discovery.

A warranty claim must include, where applicable:

• Agiaerospace invoice or sales order number.
• Part number.
• Serial number.
• Customer name and contact details.
• Description of the reported defect or failure.
• Date of installation.
• Date of failure.
• Aircraft registration and/or aircraft serial number.
• Aircraft/component hours and cycles.
• Time/cycles accumulated on the Product.
• Maintenance or troubleshooting performed.
• Applicable technical reports.
• Photographs where relevant.
• Certification and traceability documentation.

Agiaerospace may request additional information where reasonably necessary to evaluate the claim.

7. Return Material Authorization (RMA)

No Product may be returned to Agiaerospace without a valid Return Material Authorization ("RMA"), unless Agiaerospace expressly agrees otherwise in writing.

The Customer shall request an RMA by contacting the Agiaerospace sales or customer-service department.

The RMA may specify:

• RMA number.
• Product identification.
• Reason for return.
• Applicable warranty or return category.
• Required documentation.
• Shipping instructions.
• Packaging requirements.
• Deadline for return.

The RMA number must be clearly stated on the shipping documentation and, where reasonably practicable, on the external packaging.

Agiaerospace reserves the right to refuse delivery or return a Product that is received without an appropriate RMA.

8. Return of Warranty Products

Unless otherwise agreed in writing, the Customer shall:

• Return the Product within the period specified by Agiaerospace.
• Ship the Product prepaid.
• Use appropriate protective packaging.
• Maintain the Product in the condition required for inspection.
• Include all required documentation and traceability records.
• Comply with all applicable transportation, customs, dangerous-goods and export-control requirements.

Where the Customer fails to return the Product within the specified period, Agiaerospace may close the warranty claim or reject the return.

9. Inspection and Warranty Determination

Upon receipt, Agiaerospace may inspect the Product or arrange for inspection by:

• The original equipment manufacturer.
• An approved repair station.
• An authorized repair facility.
• A qualified third-party technical facility.
• Another party selected by Agiaerospace.

Agiaerospace will determine whether the reported failure is covered by the applicable warranty.

9.1 Warranty Approved

Where the claim is accepted, Agiaerospace may, at its discretion:

• Repair the Product.
• Replace the Product.
• Provide an equivalent Product.
• Issue a credit.
• Provide another commercially reasonable remedy.

9.2 No Fault Found

If no defect is identified or the reported defect cannot be reproduced, the Product may be classified as No Fault Found ("NFF").

Agiaerospace may charge reasonable inspection, testing, recertification, repair, vendor and transportation costs associated with an NFF Product where such charges are applicable.

9.3 Warranty Rejected

Where the failure is determined to be outside the scope of the warranty, Agiaerospace may reject the claim.

The Customer may then be offered a paid repair, inspection, replacement or return of the Product.

10. Unused Product Returns

Subject to Agiaerospace's prior written approval, unused Products may be eligible for return where:

• The Product was purchased directly from Agiaerospace.
• The return is requested within 30 calendar days of delivery.
• The Product has not been installed, operated or modified.
• The Product remains in its original condition.
• Original packaging is intact or suitable.
• All certification and documentation are returned.
• The Product is not a special-order or non-returnable item.
• The Product remains suitable for resale.

All unused returns require an RMA.

Agiaerospace reserves the right to refuse a return where the Product cannot reasonably be returned to saleable inventory.

11. Restocking Charge

Approved non-warranty returns of unused Products may be subject to a 20% restocking charge based on the original purchase price.

The restocking charge may be increased or replaced by actual supplier/manufacturer charges where:

• The Product was specially ordered.
• The Product is subject to a supplier cancellation or return charge.
• The Product requires inspection or recertification.
• The Product requires repackaging.
• The Product is shelf-life controlled.
• Other third-party costs have been incurred.

Any applicable charges will be communicated to the Customer where reasonably practicable.

Restocking charges do not normally apply to valid warranty claims accepted by Agiaerospace.

12. Non-Returnable Products

Unless otherwise agreed in writing, the following Products are not eligible for standard return:

• Installed or operated Products.
• Products sold as "As Is".
• Products sold as "No Warranty".
• Products expressly identified as non-returnable.
• Special-order Products.
• Custom or modified Products.
• Products purchased specifically for the Customer.
• Hazardous or regulated Products where return is restricted.
• Shelf-life-sensitive Products.
• Products with missing or altered certification.
• Products damaged after delivery.
• Products that have been repaired or modified without authorization.
• Products for which the applicable manufacturer or supplier prohibits return.

13. As-Removed Products

Products sold as As Removed ("AR") shall be subject only to the warranty or return conditions expressly stated on the applicable quotation or sales documentation.

Unless expressly stated otherwise:

• "As Is" AR Products are supplied without warranty.
• "Guaranteed Functional" AR Products are warranted only to the extent specifically stated.
• "Guaranteed Repairable" AR Products are warranted only against being determined non-repairable by an appropriately qualified repair facility.
• AR Products are not eligible for general return merely because the Customer has changed its requirements.

14. Exchange Products and Core Returns

Where a Product is supplied on an exchange basis, the Customer shall return the applicable core within the period specified by Agiaerospace.

Unless otherwise agreed, the core must:

• Be the same part number or an approved interchangeable part.
• Be from an acceptable application.
• Have acceptable traceability.
• Be capable of repair or overhaul.
• Not have been involved in an accident or incident.
• Not have unacceptable heat, fire, impact, corrosion or contamination damage.
• Include required operating-time and cycle information.
• Comply with the applicable exchange quotation.

Agiaerospace reserves the right to reject a core that does not meet these requirements.

If an unacceptable core is returned, Agiaerospace may:

• Request a replacement core.
• Apply a core rejection charge.
• Invoice the Customer for the applicable core value.
• Apply additional repair charges.
• Agree an alternative commercial resolution.

Failure to return a required core within the specified timeframe may result in the applicable core charge being invoiced.

15. Traceability and Documentation

The Customer shall maintain and provide all documentation reasonably required to establish the identity, history and traceability of a returned Product.

Depending on the Product, this may include:

• FAA Form 8130-3.
• EASA Form 1.
• Certificate of Conformity.
• Authorized Release Certificate.
• Removal documentation.
• Installation/removal records.
• Repair and inspection reports.
• Time and cycle records.
• TSN/CSN/TSO/CSO information.
• Aircraft registration.
• Aircraft serial number.
• Incident/non-incident statements.
• Other applicable technical or regulatory documentation.

Missing, incomplete or inconsistent documentation may result in a delayed or rejected return or warranty claim.

16. Packaging and Shipping

The Customer is responsible for ensuring that returned Products are properly packaged to prevent damage during transportation.

Products shall be protected against, as applicable:

• Shock.
• Vibration.
• Moisture.
• Corrosion.
• Contamination.
• Electrostatic discharge.
• Physical impact.
• Damage to connectors, fittings, seals and other sensitive components.

Where required, the Customer shall comply with all applicable dangerous-goods, hazardous-material, customs, import/export and transportation requirements.

Agiaerospace shall not be responsible for damage caused by inadequate packaging or incorrect transportation arrangements made by the Customer.

17. Shipping Costs

Unless otherwise agreed:

Warranty Returns

The Customer shall initially bear the cost of returning the Product to Agiaerospace. Where the warranty claim is subsequently approved, Agiaerospace may reimburse reasonable standard return freight costs, subject to prior agreement.

Non-Warranty Returns

The Customer is responsible for all return freight and related costs.

Replacement Products

Agiaerospace may charge applicable outbound freight unless otherwise agreed.

International Shipments

The Customer is responsible for applicable customs requirements, duties, taxes, import charges and documentation unless otherwise agreed in writing.

18. Credit and Replacement

Where a warranty claim is approved, Agiaerospace may, at its discretion:

• Repair the original Product.
• Replace the Product with an equivalent Product.
• Provide an alternative approved Product.
• Issue a credit.
• Agree another appropriate remedy.

Any credit will normally be issued only after completion of the warranty evaluation and approval process.

Where a replacement Product is supplied before final warranty determination, Agiaerospace reserves the right to invoice the replacement separately until the original warranty claim is approved.

19. Limitation of Warranty Remedy

To the maximum extent permitted by applicable law, Agiaerospace's liability under a warranty claim shall be limited to the repair, replacement or credit of the affected Product.

Agiaerospace shall not be responsible for indirect, incidental, special or consequential losses arising from a Product failure, including, where legally permissible:

• Aircraft downtime.
• Loss of revenue.
• Loss of profit.
• Loss of use.
• Aircraft-on-ground ("AOG") costs.
• Substitute equipment costs.
• Passenger or operational disruption.
• Other consequential commercial losses.

Nothing in these Terms shall exclude or limit liability to the extent that such exclusion or limitation is prohibited by applicable law.

20. Customer Responsibilities

The Customer is responsible for:

• Confirming Product suitability before installation.
• Correct installation and removal.
• Compliance with applicable maintenance data.
• Proper storage and preservation.
• Operation within approved limitations.
• Maintaining required records.
• Maintaining product traceability.
• Promptly notifying Agiaerospace of suspected defects.
• Providing accurate failure information.
• Returning Products within required timeframes.
• Providing requested documentation.
• Properly packaging returned Products.

21. Safety and Airworthiness

If a Product failure may have an impact on flight safety or airworthiness, the Customer shall notify Agiaerospace promptly.

Agiaerospace may require additional technical information and may coordinate with the applicable OEM, repair organization, operator, regulatory authority or other relevant organization.

Nothing in these Terms shall prevent Agiaerospace or the Customer from taking immediate action necessary to protect flight safety or comply with applicable aviation regulations.

22. Third-Party and OEM Warranties

Where a Product is subject to an OEM, manufacturer, repair station or other third-party warranty, Agiaerospace may pass through the applicable warranty terms to the Customer.

The Customer agrees to provide reasonable assistance and documentation required to process such a claim.

Where third-party warranty terms are more restrictive than these Terms, the applicable third-party warranty terms shall govern the relevant Product.

23. Warranty Transfer

Unless expressly agreed otherwise in writing, warranties provided by Agiaerospace are available only to the original Customer that purchased the Product directly from Agiaerospace.

A warranty shall not automatically transfer to a subsequent purchaser, operator or third party.

24. No Unauthorized Disposition

The Customer shall not dispose of, scrap, modify, cannibalize, alter or otherwise materially change a Product that is the subject of a warranty claim without Agiaerospace's prior written authorization.

If a Customer disposes of or materially alters the Product before Agiaerospace has completed its evaluation, Agiaerospace may reject the warranty claim.

25. Claim Deadline

Unless otherwise required by applicable law or expressly agreed in writing, a warranty claim must be notified to Agiaerospace within the applicable warranty period.

Claims submitted after expiry of the applicable warranty period may be rejected.

26. Governing Terms

These Terms shall be read together with Agiaerospace's applicable quotation, sales order, invoice and any other written contractual terms agreed between Agiaerospace and the Customer.

Any amendment, waiver or exception to these Terms must be agreed in writing by an authorized representative of Agiaerospace.

27. Regulatory Compliance

The Customer and Agiaerospace shall comply with applicable laws and regulations relating to the sale, export, import, transportation, maintenance and operation of aviation Products.

This includes, where applicable, requirements relating to:

• Aviation safety and airworthiness.
• Export controls.
• Sanctions.
• Customs.
• Dangerous goods.
• Product traceability.
• Applicable aviation authority requirements.

28. Policy Interpretation

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the extent permitted by applicable law.

Failure by Agiaerospace to enforce any provision on one occasion shall not constitute a waiver of its right to enforce that provision in the future.

29. Contact

All warranty and return requests should be directed to:

Customer Return Process

1. Identify issue
2. Contact Agiaerospace
3. Provide part & failure information
4. Agiaerospace issues RMA
5. Customer returns Product with required documentation
6. Agiaerospace / approved facility evaluates Product
7. Warranty approved / NFF / Warranty rejected
8. Repair, replacement, credit or chargeable disposition
9. Claim closed and records retained