1. Acceptance. Acceptance of this order is according to the Terms and Conditions stated herein. This order supersedes any previous terms and conditions contained in any quote, purchase order, or acknowledgment. All items are subject to prior sale. The Buyer’s acceptance of these terms is indicated by the placement of an order, the acceptance of a quotation, or the receipt of goods.

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2. Taxes. The Buyer is responsible for all taxes, duties, and other charges arising from the sale, delivery, or use of any goods identified in the foregoing order and will reimburse Grove Aviation Services LLC for any such charges Grove Aviation Services LLC may be required to pay. This includes, but is not limited to, sales tax, use tax, value-added tax (VAT), excise tax, and import duties. The Buyer shall provide Grove Aviation Services LLC with any necessary tax exemption certificates.

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3. Law & Jurisdiction. The definitions of terms used, interpretation of this order, and rights and liabilities of parties hereto shall be construed under and governed by the laws of the State of Florida, U.S.A., and the courts situated in Broward County, Florida shall have exclusive jurisdiction to hear any dispute arising hereunder. Buyer agrees to pay all costs and expenses, including reasonable attorneys' fees, incurred by Grove Aviation Services LLC in any action to enforce its rights hereunder. The United Nations Convention on Contracts for the International Sale of Goods, 1980, and any amendment or successor thereto is expressly excluded from this order. Buyer hereby waives:

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(a) the right to a jury trial in any and all proceedings

(b) any and all objections to venue and inconvenient forum in the state and federal courts referred to in this section and

(c) any and all objections to service of process by certified mail, return receipt requested.

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4. Delay. Grove Aviation Services LLC is not responsible for any failure or delay in performance resulting from causes beyond its reasonable control. These may include, but are not limited to events such as acts of government, court orders, civil unrest, sabotage, adverse weather conditions, labor troubles, and shortages of any goods. Grove Aviation Services LLC will give timely notice to the Buyer of any such event and will endeavor to avoid or remove the cause and resume performance with minimum delay. The time for delivery will be extended accordingly.

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5. Payment & Delivery. Title to all goods listed or included in the foregoing invoice shall remain with Grove Aviation Services LLC until full payment of the same has been received, and the funds have cleared. All payments shall be made in United States dollars. All payments shall be made in full prior to shipment of the goods, except where Grove Aviation Services LLC has authorized credit terms for payment and/or scheduled advance payment, which conditions will be listed on the face of the invoice referenced above. The Buyer agrees to pay all costs of collection, including all reasonable attorneys' fees in the event it becomes necessary to enforce payment thereof. A finance charge of 1.5% per month or 18% per year or the maximum allowable service charge under the State of Florida shall be applied to all past due accounts commencing from the due date until the date the invoice amount, plus any service charges, is paid. All goods are sold ExWorks Grove Aviation Services LLC’s facility or the location of the “drop shipment”.

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6. Termination. Grove Aviation Services LLC may terminate the order at any time by written notice to Buyer if Buyer becomes insolvent or performs or permits any act of bankruptcy, liquidation, reorganization, or if a receiver, trustee, or custodian is appointed for Buyer or a substantial part of Buyer's property.

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7. Disclaimer of Warranties. The goods are being sold as-is, where-is condition, without warranty of any kind, whether written, oral, express, implied, or statutory (including, without limitation, any warranty of merchantability or fitness for a particular purpose). Any warranties contained herein, and the obligations and liabilities of Grove Aviation Services LLC thereunder, are expressly in lieu of and buyer hereby waives with respect to the seller and any consignor, any and all other warranties, agreements, guaranties, conditions, duties, obligations, or liabilities, express or implied, arising by law or otherwise, with respect to the goods supplied or services rendered. In no event shall Grove Aviation Services LLC nor any consignor be liable for any direct, indirect, special, incidental, punitive, or consequential damages, including without limitation, lost revenue, profit, or economic advantage and cost of replacement goods, suffered by the buyer, whether or not caused by Grove Aviation Services LLC or consignor’s negligence. No agreement claiming any warranty of the goods shall be binding upon Grove Aviation Services LLC unless in writing and signed by its duly authorized officer or representative.

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The Goods will be delivered in as-is, where-is condition but subject to the following:

A. If the Goods are in overhauled condition a workmanship warranty of 12 months.

B. If the Goods are in repaired condition a workmanship warranty of 6 months.

C. If the Goods are bench tested/inspected a workmanship warranty of 30 days from ship date.

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For avoidance of doubt, Grove Aviation Services LLC’s liability shall be limited to Grove Aviation Services LLC’s option either

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(a) the replacement and repair of the Goods or

(b) a credit to Buyer in the amount of the sale price of Buyer. Buyer expressly disclaims any other costs and expenses and agrees that the warranty claim will be limited to the options outlined in the preceding sentence.

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8. Indemnification. Buyer shall assume all loss and liability of any nature whatsoever arising out of the use, possession, or resale of said goods, and agrees to indemnify, protect, defend and save harmless Grove Aviation Services LLC its affiliates and their respective officers, directors, employees, and agents (“Indemnitees”) for any claim, suit, action, or judgment of any kind arising out of such use, possession, or resale, regardless of whether caused by the negligent acts (or omissions) of any of the Indemnitees.

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9. Third-Party Fees. Grove Aviation Services LLC and Buyer each indemnify the other party from liability for fees, commissions, or other claims made upon the other by third-party brokers or finders when such claims were caused by the indemnifying party.

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10. Limitation of Liability. Grove Aviation Services LLC’s liability on any claim of any kind, including negligence, for any loss (including death) or damage arising out of or connected with, or resulting from this order, or the performance or breach thereof, or from the manufacture, sale, delivery, or use of any goods covered by or furnished under this order shall in no case exceed the price allocable to the component which gives rise to the claim. Any such liability shall be conditioned on the Buyer providing prompt written notice to Grove Aviation Services LLC of any claim and, in any event, within one year from the date of occurrence of the claim unless the parties have agreed in writing to a different claim period. In no event shall Grove Aviation Services LLC be liable for special, incidental, indirect, punitive, or consequential damages including, without limitation, lost revenue or profit and cost of replacement goods.

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11. Severability. Any provision of this order that is prohibited or unenforceable in any jurisdiction shall, only as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such provision shall remain effective in any other jurisdiction. To the extent permitted by applicable law, each party hereby waives any provision of law which renders any provision hereof prohibited or unenforceable in any respect.

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12. Assignment & Waiver. Buyer may not assign, in whole or part, the order and/or the foregoing invoice without prior written consent of Grove Aviation Services LLC. Failure by Grove Aviation Services LLC to assert all or any rights upon breach of this order shall not be deemed a waiver of such rights either concerning such breach or any subsequent breach, nor shall any waiver be implied from the acceptance of any payment. No written waiver of any right shall extend to or affect any other right Grove Aviation Services LLC may possess, nor shall such written waiver extend to any subsequent similar or dissimilar breach.

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13. Returns. All returns for credit must be made within thirty (30) days of purchase and require a written material return authorization. All returns are subject to Grove Aviation Services LLC approval and a 20% restocking fee.

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14. Export. Buyer understands that the products and/or technology to be purchased by it pursuant to this Agreement are subject to export controls under the laws of the United States, including but not limited to:

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(i) U.S. export regulations governing the export, transfer, or re-export of U.S. manufactured products, and products containing U.S. components, software, or technology as set forth in the U.S. Export Administration Regulations (EAR), 15 C.F.R. §§ 772 et seq.;

(ii) U.S. export regulations and laws restricting U.S. companies and their foreign affiliates and subsidiaries from doing business with certain embargoed countries and entities as set forth in the U.S. Foreign Asset Control Regulations (FACR), 31 C.F.R. §§ 500 et seq.; and

(iii) the International Traffic in Arms Regulations, 22 C.F.R. §§ 120 et seq. Buyer agrees, warrants, and represents that it will not export or re-export the products, technology, or products manufactured from the technology that are the subject of this Agreement in violation of the export laws of the United States.

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15. Reclamation & Right of Set-Off. This provision shall apply in the event that Grove Aviation Services LLC has:

 

(a) delivered the goods to Buyer on credit; or

(b) financed the sale of the goods to Buyer. As a condition of Grove Aviation Services LLC allowing the Buyer to accept delivery of the goods on credit, the Buyer represents and warrants to Grove Aviation Services LLC that the Buyer is solvent and is not presently a debtor in any bankruptcy case in any court of competent jurisdiction. In the event of Buyer’s insolvency, the foregoing invoice together with these Terms & Conditions shall constitute a demand by Grove Aviation Services LLC for reclamation of the goods in accordance with Section 2-702 of the Uniform Commercial Code and Section 546(c)(1) of the United States Bankruptcy Code. In the event of Buyer’s insolvency, Buyer does hereby waive any defenses to Grove Aviation Services LLC’s right.