Standard Terms and Conditions of Sale and Purchase

Effective Date: September 10, 2026

PART I — STANDARD TERMS AND CONDITIONS OF SALE

Trade of Parts in Aviation Inc., a Florida corporation with its principal facility located at 3761 West 112th Place, Suite 1, Hialeah, Florida 33018, USA (“TPA” or “Seller”), is the owner or authorized consignee of certain aircraft and engine assets, components, and parts (individually, a “Part”, and collectively, the “Parts”).

Subject to these Standard Terms and Conditions of Sale (this “Agreement”), Seller has agreed to sell certain Parts to the buyer identified in the applicable Quotation (the “Customer”), and Customer has agreed to purchase such Parts from Seller.;

1. Agreement; Order of Precedence. Upon Customer's receipt of a written quotation from Seller (the “Quotation”), this Agreement is deemed incorporated into and made a part of the Quotation as though set forth in full therein. Upon Customer's acceptance of the Quotation, Customer shall issue to Seller a purchase order for the Parts described in the Quotation (the “Purchase Order”). Seller's acceptance of a Purchase Order is expressly conditioned on Customer's assent to the terms of this Agreement; this Agreement controls over any of Customer's own standard terms of purchase, whether referenced in, attached to, or submitted with a Purchase Order, or set forth on Customer’s website, and Seller's fulfillment of a Purchase Order does not constitute acceptance of any Customer terms inconsistent with this Agreement. This Agreement, together with the applicable Quotation, states the entire understanding between the parties regarding the sale of Parts and supersedes all prior negotiations, representations, or agreements relating thereto. Any special terms agreed between the parties for a particular sale must be in a signed writing that expressly amends or supplements the relevant Quotation and this Agreement. As used herein a “Contract” means the Customer accepts any Quotation made by the Supplier or Customer’s Purchase Order is accepted by Seller, each under this Agreement.

2. Pricing and Payment. Unless the Quotation states otherwise, the purchase price for the Parts (the “Purchase Price”) is payable in immediately available United States Dollars by wire transfer to the bank account Seller designates, free of any deduction, withholding, or offset. Quoted prices are valid for thirty (30) days from the date of the Quotation and remain subject to Seller's credit approval of Buyer prior to sale. Invoices are due net thirty (30) days from the invoice date unless the Quotation provides otherwise. Title to the Parts remains with Seller, and Seller retains a purchase money security interest under Article 9 of the Florida Uniform Commercial Code in the Parts and their proceeds (including insurance proceeds), until the Purchase Price is paid in full, at which point title transfer in the Parts and delivery shall be deemed to have occurred (“Delivery”). Customer shall, on request, execute any UCC financing statement or other document reasonably needed for Seller to perfect such security interest. If Customer fails to take Delivery on the agreed date, Seller may invoice Customer for the Purchase Price as though Delivery had occurred, and payment shall be due accordingly.

3. Taxes; Late Payment. The Purchase Price excludes all sales, use, excise, transfer, import/export, value-added, and similar taxes and duties (“Taxes”), which are Customer's sole responsibility. Customer shall indemnify Seller, on a full and after-tax basis, for any Taxes (including related penalties and interest) arising from the sale of Parts, and shall reimburse Seller promptly for any such Taxes Seller is required to pay on Customer's behalf. Any amount not paid when due accrues interest at one and one-half percent (1.5%) per month, or the highest rate permitted by applicable law if lower, from the due date until paid in full. Customer shall reimburse Seller's reasonable costs of collection, including attorneys' fees, incurred in enforcing payment. Customer has no right to set off amounts owed to Seller against any amount Seller may owe Customer.

4. Order Confirmation. Purchase Orders must be submitted in writing and are subject to Seller's review and confirmation; no order is binding on Seller until Seller issues a corresponding invoice. Orders may not be cancelled without Seller's prior written consent, and any cancellation Seller does consent to is subject to a cancellation fee equal to fifteen percent (15%) of the Purchase Price for the cancelled portion of the order. Orders are subject to a minimum purchase value of $950.00. Customer is responsible for the accuracy of every order it submits to Seller.

5. Delivery Terms. Unless otherwise agreed in writing, delivery is EXW (Incoterms 2020) at Seller's facility located at 3761 West 112th Place, Suite 1, Hialeah, Florida 33018, USA, or such other facility as Seller may designate. Parts will be packaged in accordance with Seller's standard packing practices. Customer must notify Seller in writing of any nonconforming Part within thirty (30) calendar days of receipt, return the nonconforming Part to Seller at Customer's cost, and give Seller a reasonable opportunity to replace it. Seller will not have any liability for any goods lost or damaged in transit regardless of cause.

6. Delay in Delivery; Force Majeure. Seller is not liable for delay caused by matters beyond its reasonable control, including embargoes, denial or revocation of export or import licenses, acts or omissions of any government, fire, flood, severe weather or other acts of God, quarantine, labor disputes, riot, insurrection, epidemic or pandemic, acts of terrorism or war, or shortages or delays affecting Seller's own suppliers. Any such delay extends the Delivery date by a reasonable period. Seller is not liable for lost profits, loss of business, or other incidental, consequential, special, exemplary, indirect, or punitive damages arising from delay, and Seller's aggregate liability for delay under this Agreement will not exceed the Purchase Price paid by Customer for the affected Parts.

7. Title and Risk of Loss. Seller represents that it will hold full legal and beneficial title to each Part as of the date of Delivery. Risk of loss or damage passes to Customer upon Delivery; notwithstanding that transfer of title to the Parts remains with Seller until the Purchase Price and any other amounts then owing from Customer to Seller have been paid in full. Any resale by Customer of Parts to which title has not yet passed is made as Seller's agent, and the resale proceeds are held in trust for Seller in a segregated account pending remittance to Seller. At any time before title passes, and without prejudice to any other remedy, Seller may repossess the Parts, enter Customer's premises for that purpose (which Customer hereby authorizes), or require Customer to redeliver the Parts to Seller, in each case at Customer's cost.

8. Disclaimer of Warranties. Except for the warranty of title set out above, seller makes no warranty of any kind with respect to the parts. each part is sold “as-is, where-is,” with all faults, and customer waives and releases seller from every other warranty, condition, or representation, express or implied, arising by contract, tort, statute, or otherwise — including any warranty of airworthiness, merchantability, fitness for a particular purpose, non-infringement, or freedom from latent defects, and any liability for loss of use, lost revenue, or consequential, incidental, or punitive damages of any kind.

9. Returns. Requests for return credit must be submitted within thirty (30) days of the invoice date; requests made after that period will not be honored. Returns are made at Customer's sole cost and expense. Authorized returns are subject to a restocking fee equal to twenty-five percent (25%) of the Purchase Price; any Part returned without Seller's prior written authorization is subject to a restocking fee equal to seventy-five percent (75%) of the Purchase Price. Returned Parts must be in the same condition, and accompanied by the same documents and certificates, as when originally delivered to Customer.

10. Warranty Claims. Where Seller expressly grants a warranty in a Quotation or sales order, any claim under that warranty must be supported by a defect and failure report from the operating airline; a report originating from a repair station or other maintenance provider will not be accepted and will void the warranty. Breaking or tampering with any safety seal, or performing any recertification, repair, teardown, modification, or alteration of a Part, immediately voids all warranties, credits, and return rights for that Part without exception. All costs of returning, handling, inspecting, and redelivering a Part in connection with a warranty claim are Customer's responsibility.

11. Customer's Insurance. Quotations do not include insurance. Customer shall, at its own cost, maintain aircraft hull (or spares) coverage and aviation general liability insurance (including contractual liability) covering the Parts, in types and amounts consistent with industry practice, in effect no later than the date of Delivery. Such coverage shall be primary as to Customer's indemnity obligations under this Agreement and shall include a waiver of subrogation in favor of the Indemnitees (defined below). Customer shall furnish certificates of insurance to Seller on or before Delivery.

12. Indemnification. Customer shall assume all loss and liability of any nature whatsoever arising out of the use, possession, or resale of Parts, and agrees to indemnify, defend, release and hold Seller and its affiliates and all of their respective officers, directors, shareholders, members, employees, agents, contractors, representatives, servants, successor and assigns (collectively, the “Indemnitees”) harmless, in full and on demand from any and all losses, liabilities, actions, proceedings, penalties, fines, judgments, damages, fees, costs, expenses (including reasonable attorneys’ fees and costs), claims, obligations, or other liabilities of any kind or nature which may be alleged or incurred by an Indemnitee (regardless of when the same are suffered or incurred) arising directly or indirectly out of or in any way connected with the purchase, registration, performance, import, export, transportation, management, sale, inspection, testing, delivery, leasing, replacement, removal or redelivery, condition, ownership, manufacture, design, maintenance, service, repair, overhaul, improvement, modification or alteration, possession, control, use, operation or other activity of any goods/services provided by Seller to Customer under this Agreement or relating to loss or destruction of or damage to any property, or death or injury to any person caused by, relating to or arising from or out of (in each case whether directly or indirectly) any of the foregoing matters and regardless of whether caused by the negligent acts (or omissions) of any of the Indemnitees. This indemnity will survive termination or expiration of this Agreement.

13. Limitation of Liability. Seller's total liability arising out of or in connection with this Agreement or a Quotation, however characterized (including in negligence or for breach of statutory duty), excludes any loss of profits, business interruption, loss of use, loss of opportunity, or loss of goodwill, and in no event exceeds the Purchase Price actually received by Seller for the affected Part, except where applicable law prohibits such a limit. Any claim by Customer arising out of or in connection with this Agreement or a Quotation must be commenced within twelve (12) months after the cause of action accrues, failing which the claim is permanently and irrevocably barred.

14. Termination. Seller may terminate a Contract, in whole or in part, or suspend performance or further Deliveries, at any time by written notice to Customer if: (a) Customer fails to pay any amount when due; (b) Customer breaches any material term of this Agreement and, where curable, fails to cure within ten (10) days of written notice; or (c) Customer becomes insolvent or performs or permits any act of bankruptcy, liquidation, or reorganization, or a receiver, trustee, or custodian is appointed for Customer or a substantial part of Customer's property. Upon any such termination, all amounts owed by Customer to Seller become immediately due and payable, Seller may cancel any unfulfilled Purchase Orders and repossess any Parts to which title has not passed, and Seller will have no liability to Customer arising from the termination or suspension. Seller’s rights and remedies under this Section are in addition to, and not in lieu of, any other rights or remedies available at law or in equity.

15. Governing Law; Venue. This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida for any dispute arising out of this Agreement, and Customer waives any objection to venue or forum non conveniens in those courts. Customer shall reimburse Seller's reasonable costs, including attorneys' fees, incurred in any action to enforce this Agreement. Customer waives the right to a jury trial in any proceeding arising out of this Agreement and waives any objection to service of process by certified mail, return receipt requested. To the extent applicable, the United Nations Convention on Contracts for the International Sale of Goods, 1980, and any amendment or successor thereto is expressly excluded from this Agreement.

16. Export Compliance; Sanctions. Export and re-export of Parts and related technical data are subject to U.S. Trade Control Laws (defined below). Unless otherwise agreed in writing by Seller, Customer will act as the importer or exporter of record and is responsible for obtaining and maintaining all export licenses and approvals and for complying with all applicable export reporting requirements and shall furnish Seller copies of any such licenses before exporting a Part. Seller does not guarantee that any license will be issued or remain in effect. Customer covenants that it will not export or re-export any Part or related technical information in violation of U.S. law, will notify Seller promptly in writing of any known or suspected violation of U.S. Trade Control Laws and cooperate with any related investigation, and will notify Seller in advance of, and furnish copies of licenses for, any re-export of Parts.

17. Sanctions Representations. Customer represents and warrants that it is not, and covenants that it will not sell, transfer, or lease any Part to any person that is: (i) the target of U.S., EU, or UK economic or trade sanctions; (ii) identified on OFAC's Specially Designated Nationals list or any comparable restricted-party list maintained by the U.S. Department of Commerce, the U.S. Department of State, the European Union, or His Majesty's Treasury; or (iii) 50% or more owned or controlled by, or acting on behalf of, any such person. It is a condition precedent to Seller's obligations under this Agreement that all export licenses and approvals required for Delivery remain valid and in effect, and that Customer furnish, on request, a completed Export Compliance / End-Use / End-User Certification and a Know-Your-Client Questionnaire. Seller may withhold Delivery until these conditions are satisfied to its reasonable satisfaction. Customer shall indemnify Seller against any loss, including reasonable attorneys' fees, arising from Customer's breach of this Section or of any U.S. Trade Control Law. “U.S. Trade Control Laws” means the economic sanctions laws administered by OFAC, comparable EU sanctions laws, the Export Administration Regulations, the Export Control Reform Act of 2018, the Arms Export Control Act, the International Traffic in Arms Regulations, comparable EU export control laws, and the U.S. anti-boycott regulations.

18. Confidentiality. Customer will treat as confidential the terms of this Agreement, the Quotation, and any drawings, specifications, or other non-public information Seller provides in connection with a sale (“Confidential Information”), excluding information that is public, already known to Customer without restriction, or lawfully received from a third party. Customer may share Confidential Information only with officers, directors, professional advisors, lenders, or employees who need it and who agree to keep it confidential, or as required by a valid legal order, in which case Customer will notify Seller in advance and disclose only what is legally required.

19. General Provisions. (a) Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect. (b) Survival. Obligations that by their express terms or nature are intended to survive expiration or termination of this Agreement will do so. (c) Assignment. Seller may assign its rights and obligations hereunder whether in whole or in part. Customer shall not without the prior written consent of the Seller assign, mortgage, charge or dispose of any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder. (d) Brokers. Customer represents it has not engaged any broker entitled to compensation in connection with the transaction and will indemnify Seller against any claim by such a broker. (e) Expenses. Except as this Agreement or a Quotation otherwise provides, each party bears its own costs in negotiating and completing a transaction under this Agreement. (f) Waiver. A party's waiver of any breach is not a waiver of any later breach. (g) Notices. Notices under this Agreement must be in writing and sent to Seller at info@tpaviator.com, and are effective upon confirmed receipt.

PART II — STANDARD TERMS AND CONDITIONS OF PURCHASE

Trade of Parts in Aviation Inc. (“TPA” or “Buyer”) sources, trades, and distributes aircraft and engine assets, components, parts, and related technical support.

Subject to these Standard Terms and Conditions of Purchase (this “Agreement”), the vendor identified in the applicable Order (“Seller”) has agreed to sell, and Buyer has agreed to purchase, certain items and/or services from Seller.

1. Purchase; Orders. Seller agrees to sell, and Buyer agrees to buy, the items and/or services (“Goods and Services”) described in each order Buyer issues (an “Order”). The total price stated in an Order (the “Purchase Price”) is all-inclusive of taxes, packing, and materials, and is not subject to revision once an Order is confirmed. Buyer will initiate payment after receipt and satisfactory inspection of the Goods and Services under Section 9 (Inspection and Acceptance) below. Buyer may withhold payment of, or set off against any amount owed to Seller, any amounts Seller owes to Buyer under this Agreement or any other agreement and any amounts that are the subject of a good-faith dispute. These terms apply to every Order Buyer issues absent a separately signed contract covering the same Goods and Services, and control over any conflicting Seller terms and conditions, whether such terms and conditions are presented to Buyer or published on Seller’s website or made available with Goods and Services. This Agreement may only be amended by a writing signed by both parties.

2. No PMA or DER Parts. Unless Buyer approves in writing, Seller shall not supply any Parts Manufacturer Approval (“PMA”) parts, and Goods and Services shall not be subject to any Designated Engineering Representative (“DER”) repair. Any repair specification outside the scope of the applicable OEM or Buyer specification, whether or not FAA- or EASA-approved, requires Buyer's prior written authorization. Nonconforming parts may, at Buyer's sole discretion, be replaced, credited, or the Order cancelled.

3. Certification, Traceability, and Quality. All Goods must be traceable to a certified source, OEM, or last operator (e.g., a Part 121, 129, or 145 operator or an equivalent foreign operator), unless Buyer approves otherwise before shipment. Supporting documentation must include complete back-to-birth trace for any life-limited part, along with NIS, removal tags, teardown manifests, shop visit reports and packing slips, and a Material Certification identifying the source, seller, condition, part number, serial number (if applicable), and quantity, signed and dated. Seller shall also comply with the minimum documentation standards set out in Attachment A — Quality: Traceability Guidelines, which is incorporated into this Agreement by reference. Acceptance of trace documentation is at Buyer's discretion; Buyer may reject any Order not meeting these standards, resulting in replacement, credit, or cancellation at Buyer's option.

4. Supply Chain and Compliance. Seller must maintain a documented process to prevent the acceptance of, and to report, unapproved or counterfeit parts, consistent with AC 21-29, AC 20-154, AS5553, AS6174, and DFARS 252.246-7007, as applicable. Seller shall further:

Notify Buyer promptly of any nonconforming product;
Obtain Buyer's approval before dispositioning any nonconforming product;
Notify Buyer of any change in product or process definition, supplier, or manufacturing location, and obtain Buyer's approval where required;
Flow down applicable requirements, including Buyer's customer requirements, through its own supply chain;
Retain records for seven (7) years, or such other period as the parties agree or as required by law; and
Provide Buyer, its customers, and applicable regulators reasonable access to relevant facilities and records at any tier of its supply chain involved in fulfilling an Order.

5. Warranties. Unless the parties agree otherwise in writing, Seller warrants that all Goods and Services, on delivery, will be merchantable, free of defects in workmanship and material, will conform to the specifications furnished by Seller or Buyer, and will be fit for their ordinary and any Buyer-specified special purpose. Seller further warrants that it will convey good and marketable title to the Goods, free and clear of all liens and encumbrances; that no Goods are counterfeit, unapproved, or salvage parts; and that the Goods and Services do not and will not infringe or misappropriate any third-party intellectual property right. These warranties extend to Buyer and its successors, assigns, and any subsequent purchaser of the Goods, and survive any inspection, acceptance, payment, delivery, resale, or use. For any breach of warranty, Seller shall, at Buyer’s option, promptly repair, replace, or refund the price of the affected Goods and Services and reimburse Buyer’s associated costs, including removal, reinstallation, and freight.

Serviceable material carries a minimum warranty of six (6) months from the date of Buyer’s acceptance under Section 9 with a current Authorized Release Certificate (“ARC”).
New, New Surplus, and Overhauled material carries a minimum warranty of one (1) year from the date of Buyer’s acceptance under Section 9 with a current ARC.
As-Removed (“AR”) material is guaranteed repairable (“AR/GR”) unless Buyer's authorized purchaser approves otherwise in writing, and will be returned to Seller at Seller's cost if repair exceeds an agreed repair cap or the part is determined beyond economical repair.

6. Cancellation. Buyer may cancel an Order at any time, for any reason, in whole or in part, on written or verbally-confirmed notice to Seller, and Buyer may decline to pay any fee associated with such cancellation.

7. Indemnification. Seller shall release, indemnify, defend, and hold harmless Buyer and its affiliates, and their respective officers, directors, members, employees, agents, successors, and assigns (the “Buyer Indemnitees”), from and against all losses, liabilities, damages, costs, expenses, judgments, and claims (including reasonable attorneys' fees) arising from: (a) property damage, injury, or death connected to the Goods and Services; (b) the use, operation, repair, maintenance, or disposition of Goods provided under an Order; (c) any claim that the Goods or Services, or Buyer’s use or resale thereof, infringe or misappropriate any third-party intellectual property right; or (d) Seller's breach of this Agreement. This indemnity survives termination of this Agreement.

8. Shipping. No Goods may be shipped to Buyer until Buyer has approved the associated trace documentation. Buyer will arrange and pay for shipping to its designated facility unless the Order provides otherwise. Seller bears risk of loss or damage until the Goods arrive at Buyer's designated facility, and is solely responsible for procuring any insurance it wants for that period; Buyer will give Seller reasonable advance notice of shipping arrangements to allow Seller to obtain such coverage. Goods must be packed and marked in accordance with industry standards, including hazardous-materials notice, and in accordance with ATA Spec 300, with each container marked with the applicable Order number and accompanied by shipping documents. Buyer may charge Seller for additional costs Buyer incurs because Seller did not follow Buyer's shipping instructions.

9. Inspection and Acceptance. Buyer may, in its sole discretion, return any part of the Goods after acceptance and receive full credit. Within the applicable warranty period, Buyer will inspect Goods and Services received to confirm that all ordered items are included and match the master packing list and the Order. A significant discrepancy — including nonconforming or inferior-quality Goods, damaged or expired parts, missing or incorrect certification (e.g., FAA Form 8130-3, EASA Form 1, Certificate of Conformance), suspected counterfeit parts, or inadequate packaging — entitles Buyer to refuse the Goods and withhold payment. Unresolved discrepancies result in return to Seller at Seller's expense, unless Seller cures the discrepancy within thirty (30) days of Buyer's written notice or such later time as the parties agree. Buyer will confirm acceptance or rejection in writing and may reduce payment on a pro rata or unit-price basis for rejected or missing items, or accept replacement items from Seller at Buyer's discretion. All Goods are subject to form, fit, and function inspection on final receipt and may be rejected at Buyer's discretion if damaged or out of specified condition.

10. Delays. Time is of the essence for performance of an Order. If Goods or Services are not delivered on time, Buyer may, in addition to any other remedy available at law, refuse all or part of the Goods and Services and cancel the Order, except where the delay results from a force majeure event under Section 16(d) below (other than in accordance with Section 16(d)).

11. Title and Authority. Seller represents and warrants that it is the true and lawful owner of the Goods conveyed under this Agreement, holds full authority to convey them free and clear of any encumbrance, and has full authority to enter into this Agreement. Title and risk of loss for Goods purchased under this Agreement remain with Seller until the Goods are received by Buyer in accordance with this Agreement.

12. Export Compliance; Sanctions. Export and re-export of Goods and related technical information under this Agreement are subject to U.S. Trade Control Laws. Seller is responsible for obtaining and maintaining all required export licenses and approvals and for complying with applicable export reporting requirements; Buyer does not guarantee issuance or continuation of any such license. Seller covenants that it will not export or re-export any Goods or related technical information in violation of U.S. law and will otherwise comply with all applicable laws governing the ownership, installation, operation, movement, marketing, and maintenance of the Goods.

13. Sanctions Representations. Seller represents and warrants that it is not, and covenants that it will not source, sell, transfer, or lease any Goods or related technical information from or to any person that is: (i) the target of U.S., EU, or UK economic or trade sanctions; (ii) identified on OFAC's Specially Designated Nationals list or any comparable restricted-party list maintained by the U.S. Department of Commerce, the U.S. Department of State, the European Union, or His Majesty's Treasury; or (iii) 50% or more owned or controlled by, or acting on behalf of, any such person. It is a condition precedent to Seller's rights under this Agreement that all export licenses and approvals required for delivery of the Goods remain valid throughout the term of this Agreement; Buyer may withhold payment until this condition is satisfied to its reasonable satisfaction. Seller shall indemnify Buyer against any loss, including reasonable attorneys' fees, arising from Seller's breach of this Section.

14. Confidentiality. Seller will treat as confidential the terms of this Agreement, the Order, and any drawings, specifications, or other non-public information Buyer provides in connection with a purchase (“Confidential Information”), excluding information that is public, already known to Seller without restriction, or lawfully received from a third party. Seller may share Confidential Information only with officers, directors, professional advisors, lenders, or employees who need it and who agree to keep it confidential, or as required by a valid legal order, in which case Seller will notify Buyer in advance and disclose only what is legally required.

15. Choice of Law; Venue. This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida for any dispute arising out of this Agreement, and Seller waives any objection to venue or forum non conveniens in those courts. Seller shall reimburse Buyer's reasonable costs, including attorneys' fees, incurred in any action to enforce this Agreement. Seller waives the right to a jury trial in any proceeding arising out of this Agreement and waives any objection to service of process by certified mail, return receipt requested.

16. General Provisions. (a) Nature of Relationship. Nothing in this Agreement creates a partnership or joint venture between Buyer and Seller. (b) No Waiver. No waiver or modification of this Agreement is valid unless in writing, and no waiver of a breach is a waiver of any later breach. (c) Severability. An invalid or unenforceable provision does not affect the remaining provisions, which remain in full force. (d) Force Majeure. Neither party is liable for a delay caused by government restriction, war or warlike activity, insurrection, civil disorder, epidemic, pandemic, or other cause beyond that party's control and not reasonably foreseeable when this Agreement was executed; provided that a party’s payment obligations are not excused by any such event, and if a force majeure event affecting Seller continues for more than thirty (30) days, Buyer may cancel any affected Order without liability and procure substitute Goods and Services elsewhere. (e) Survival. Obligations intended to survive expiration or termination of this Agreement will do so. (f) Captions. Section headings are for convenience only and do not affect interpretation. (g) Assignment. Seller may not assign this Agreement or any Order, or subcontract or delegate any of its obligations, without Buyer's prior written consent. Buyer may assign this Agreement, in whole or in part, to any affiliate or successor or in connection with a sale of all or substantially all of its assets or business. (h) Entire Agreement. This Agreement, together with the applicable Order, is the entire agreement between the parties regarding its subject matter and supersedes all prior agreements on that subject. (i) Expenses. Except as this Agreement or an Order otherwise provides, each party bears its own costs of negotiating and completing a transaction under this Agreement. (j) Publicity. Seller shall obtain Buyer's prior written approval before using Buyer's trademarks, trade names, or images in any medium; once approved, materially identical future uses do not require re-approval. (k) Notices. Notices under this Agreement must be in writing and sent to Buyer at info@tpaviator.com, and are effective upon confirmed receipt. (l) Limitation of Liability. In no event will Buyer be liable to Seller for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, arising out of or in connection with this Agreement. Nothing in this Agreement limits Seller’s liability under its warranty, indemnification, title, confidentiality, or export and sanctions obligations. (m) Anti-Corruption. Seller represents, warrants, and covenants that it complies with the U.S. Foreign Corrupt Practices Act and all other applicable anti-bribery and anti-corruption laws, and has not and will not offer, promise, or make any improper payment or benefit in connection with this Agreement.

ATTACHMENT A — QUALITY: TRACEABILITY GUIDELINES

These guidelines state the minimum certification and documentation standards for any Goods sold, consigned, or supplied to Trade of Parts in Aviation, Inc. All material supplied must be traceable to a regulated source; additional or unique requirements may be specified on Buyer's Orders. Any deviation from these guidelines requires prior written approval from Buyer's quality department.

1. Regulated Sources

A regulated source is any of the following:

An OEM holding production approval;
A scheduled airline or operator (including cargo/freight operators);
A certified repair station (FAA, EASA, TCCA, UK CAA, or CAAC) approved to perform C or D checks, structural modification, or major engine/module repair; or
A certified component repair station (FAA, EASA, TCCA, UK CAA, or CAAC) supplying material within its certified repair scope.

2. Non-Regulated Sources

Any source not meeting the criteria above — including surplus parts suppliers, dealers, brokers, leasing companies, or repair stations selling outside their certified scope — is non-regulated. Material from a non-regulated source requires, at minimum: the supplier's Material Certification (ATA 106 or equivalent) together with the original or certified copy of the regulated source's certificate; and a non-incident, non-government, non-military use statement from the last operator and the regulated source, if applicable.

3. Certification and Traceability by Condition

Factory New

Original OEM certification, which may include FAA Form 8130-3, EASA Form 1, JAA Form 1 (pre-2004), SEG VOO 003, TCCA Form 1, UK CAA Form 1, a Certificate of Conformance, packing slip, transfer ticket, or invoice.

New Surplus (Unused)

Certification and traceability back to a regulated source confirming new condition, which may include the forms listed above together with an ATA Spec 106 material certification.

Overhauled, Repaired, Inspected, or Modified

Traceability to the last operator and/or regulated source, including a non-incident/non-military statement;
Original ATA Spec 106 (or equivalent) certification confirming the part's condition matches the release certificate;
Original release certificate (FAA Form 8130-3, EASA Form 1, CAAC AAC-038, SEG VOO 003, UK CAA Form 1, or TCCA Form 1) issued by a facility authorized to perform the repair;
Detail of any Service Bulletin, modification, or Airworthiness Directive work performed, with revision dates, and confirmation that any repair is listed in the OEM's service, repair, or overhaul manual;
FAA DER 8110-3, internal engineering notices, engineering orders, technical orders, or customer/departure records-type repairs require Buyer's prior written approval; and
The applicable repair scheme number and revision date, referenced on the release certificate, with the repair scheme explanation included in the shipment.

Repairable / As-Is / As-Removed Material

Traceability to the last operator and/or regulated source, including a non-incident/non-military statement, and an ATA Spec 106 (or equivalent) certification confirming the part's stated condition.

4. Additional Requirements

Incorrect, missing, or altered certification, or a mismatch between certified and actual condition, results in rejection and return for full credit at the supplier's expense;
An original Authorized Release Certificate (ARC) is required for each Order line item; a certified true copy is acceptable for non-serialized parts supplied in a quantity less than the certificate quantity;
The release certificate or Certificate of Conformance must list every AD represented as accomplished, with AD number, amendment, date, and method of compliance;
Hardware (nuts, bolts, washers, etc.) is accepted only in new condition and unopened OEM packaging;
A single release certificate may not cover multiple part numbers; and
Parts involved in an incident or accident, or traceable to a military or government source, are not accepted.

5. Lot Purchases or Consignments

Certification for a lot purchase or consignment must comply with the applicable Order and include a numbered, signed manifest stating the seller/consignor's name, purchase or contract number, and for each item, part number, serial or batch number, condition, and quantity.

6. Aircraft/Engine Teardown Parts

Parts removed by a certified repair or teardown facility must be accompanied by a removal tag stating the manufacturer's part number, serial number (if applicable), description, quantity, aircraft registration and/or airframe or engine serial and model number, removal date, reason for removal, and total time/cycles of the airframe or engine at removal, signed and dated by the facility representative who performed the disassembly.

7. Life-Limited Parts

In addition to the requirements above, life-limited parts require: a non-incident statement from the last operator (and, for engine LLPs, from all historical operators); complete part history, including part and serial numbers, total time/cycles, and higher-assembly information; a complete history of modifications affecting part number, life limit, or re-inspection status; and an FAA Form 8130-3, EASA Form 1, SEG VOO 003, PWA MRP, PWA transfer ticket, GE database report, OEM build specification, or equivalent.

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