These Engine Storage & Housekeeping Terms and Conditions of Service (“Terms”) constitute a legally binding electronic agreement between Service Aero Solutions, LLC, an Arizona limited liability company (“SAS,” “Housekeeper,” “we,” “us”), and any person or entity (“Customer,” “you”) that:

1. requests, schedules, authorizes, or receives engine storage, preservation, housekeeping, or support services (the “Services”) from SAS; or

2. executes or electronically accepts any Acknowledgement of Delivery, Purchase Order, Statement of Work, Work Order, or similar document referencing these Terms (each, a “WO”).

By clicking “I Agree”, checking a consent box, signing electronically, or tendering equipment for storage, you agree to be bound by these Terms. If you act for an organization, you represent that you have authority to bind it.

These Terms are published online as SAS’s master services terms and are incorporated by reference into each WO. Together, the WO and these Terms form the “Agreement.”

CONSENT

By using our Services, you hereby consent to our Terms. If you are using the Service on behalf of an organization, you are agreeing to this Agreement for that organization and promising that you have the authority to bind that organization to this Agreement. In that case, “you” and “your” will refer to that
organization.

ELECTRONIC AGREEMENT & UPDATES

This Agreement is an electronic contract that sets forth the legally binding terms governing your receipt and use of the Services. SAS may update or amend these Terms from time to time in its sole discretion by posting a revised version online and updating the “Last Updated” date. SAS shall provide written notice of any material changes by email to the contact address listed in the applicable WO or by other commercially reasonable electronic notice. Unless otherwise stated in the notice, the updated Terms shall become effective thirty (30) days after notice is provided. Your continued request for, scheduling of, or receipt of Services after the effective date of any update shall constitute your acceptance of the revised Terms. This electronic agreement acknowledges that you are able to electronically receive, download, and print this Agreement

ACKNOWLEDGEMENT

By using the Services, you acknowledge that you have read this Agreement and Conditions of Service and agree to be bound by them

1. INTERPRETATION.
   In this Agreement the expressions below have the respective meanings set out opposite them. Any expression used herein and but not defined in this Agreement shall be given the meaning assigned to it in the Operating Procedures (defined below). References herein to a “Month” shall mean a calendar month.
   
   Engine means (i) any engine described in an Acknowledgement of Delivery and (ii) any Part thereof.
   
   Equipment means (i) the Engine together with the Equipment Documents described in the relevant Acknowledgement of Delivery and (ii) any Support Tools associated with such Engine.
   
   Equipment Documents means the following documents pertaining to Engine Storage and
   Housekeeping services only;
   a. Storage and Housekeeping Purchase Order;
   b. Preservation Records at time of delivery;
   c. Engine TSN and CSN and time and cycles since last shop visit;
   d. AD and SB Status at time of delivery;
   e. Life records of all Life Limited and/or time tracking Parts;
   f. Non-incident statement, in the agreed format, with respect to all Parts;
   g. Installed Powerplant Accessory / component sheet, a listing by nomenclature of each Accessory / component, Part number, quantity, time and cycles and serial number, as available.
   
   Operating Procedure means any written storage and housekeeping procedure(s) prescribed for repetitive use as a practice, in accordance with the latest revision of the AMM, ESM, or other Technical Datas applicable to the engine type.
   
   Support Services means any services provided by Housekeeper to Customer in relation to any of the Equipment, provided that a scope of work in respect any such services (including an estimate of costs, which shall be updated promptly upon the anticipated incurrence of any additional costs or expenses) has been approved by Customer in advance of the commencement of any such services.
   
   Support Tools means the tools and/or other equipment that are provided by Customer to Housekeeper.
   
   

2. STORAGE AND HOUSEKEEPING ADMINISTRATION SERVICES.
   
   2.1 Non-Exclusive Agreement
   The Parties acknowledge that this is a non-exclusive agreement and that Customer may enter into similar agreements with other housekeepers. The Parties further acknowledge that by entering into this Agreement, Customer is in no way bound or obliged to provide any engines or equipment to Housekeeper nor is Housekeeper bound to accept any engines or equipment for storage unless agreed in advance between the Parties.
   
   2.2 Storage/Equipment
   Housekeeper agrees to hold the Equipment in storage when not in use and Housekeeper will make available at the Facility an indoor secure storage area appropriate to accommodate each item of Equipment (secured on a Customer-supplied engine shipping stand) and other items of equipment which may be supplied by, or on behalf of Customer for Housekeeper’s use in implementing this Agreement.
   
   Housekeeper will, at its own cost and expense, provide and maintain at the Facility, capability to lift any Engine from its shipping stand when special preparation-to-ship and preparation-for-storage activities.
   
   Customer shall be permitted, upon 5 days advance notice to inspect the Equipment at the Facility, where Customer will be required to cover the costs associated with removing the Equipment from the storage location as per Appendix B of WO.
   
   2.3 Contact
   Housekeeper shall be contactable during customary business hours at the telephone number and at the email address set out in Section 11.5
   
   These Terms constitute the master terms and conditions governing all Services provided by SAS. The version of these Terms in effect on the date a WO is executed shall govern that WO, unless the WO expressly states otherwise. The scope, pricing, schedule, and service term shall be set forth exclusively in the applicable WO.

3. DELIVERY TO HOUSEKEEPER, TITLE.
   
   3.1 Delivery of Equipment to Housekeeper
   Customer shall deliver the Equipment to Housekeeper Delivered Duty Paid (“DDP”) pursuant to the International Chamber of Commerce “Incoterms” (2010 Edition) at the Facility, whereby Housekeeper shall fulfil the obligations of buyer and Customer of seller. Customer shall reimburse Housekeeper (or its freight forwarder) for Housekeeper’s reasonable and documented out of pocket expenses incurred in connection with rendering assistance with customs formalities necessary for the import of the Equipment into the Facility.
   
   3.2 Acknowledgement of Delivery
   Upon initial delivery of any Equipment to Housekeeper at the Facility (unless agreed otherwise between the Parties), Housekeeper shall complete, execute and deliver to Customer for countersignature an “Acknowledgment of Delivery” substantially in the form of Appendix A of the WO in respect thereof (following such countersignature, “Delivery” shall have occurred).
   
   3.3 Title
   Housekeeper shall hold Equipment and any other equipment that may be delivered to Housekeeper from time to time hereunder by, or on behalf of, or at the expense of, Customer only as bailee subject to the terms of this Agreement. At Delivery, Customer shall indicate in the relevant Acknowledgement of Delivery whether Customer or a third party is the owner (the “Owner”) of the Equipment. Title to Equipment is and shall remain in the Owner at all times.
   
   3.4 Lien Rights
   Housekeeper shall have a possessory lien over all Equipment in its custody for all unpaid fees and charges arising under this Agreement. Housekeeper may exercise its lien rights in accordance with applicable law if any amounts remain unpaid for more than thirty (30) days beyond the due date, including the right to retain the Equipment until such outstanding amounts are paid in full. Customer shall not grant any third party lien, mortgage, or security interest over any Equipment while it is in Housekeepers’ custody without prior written consent.
   
   3.5 Abandoned Equipment
   If any Equipment remains in Housekeeper’s custody for more than one hundred and eighty (180) days after written notice requesting removal, Housekeeper may exercise any rights available under applicable law, including warehouseman or bailee lien rights, and may arrange for disposal or sale of the Equipment to recover unpaid fees, storage costs, and related expenses.
   
   3.6 Equipment Condition
   Customer represents and warrants that all Equipment delivered to Housekeeper is in a condition suitable for storage and handling and does not contain any hazardous materials or unsafe conditions that would pose a risk to personnel or facilities. Customer further represents that all documentation provided regarding the Equipment is accurate and complete. Housekeeper shall not be responsible for any damage, deterioration, or loss resulting from pre-existing defects or conditions existing prior to Delivery.
   
   
4. RISK OF LOSS, INSURANCE.
   
   4.1 Liability
   Subject to the remainder of this Section 4.1, Customer shall remain responsible for all risk of
   damage to or loss of Equipment from the time of Delivery until its return to Customer. Housekeeper shall not be responsible for damage to or loss of Equipment unless such loss or damage arises out of any grossly negligent act or wilful misconduct of Housekeeper, its employees, agents or independent contractors while Equipment is under the care and control of Housekeeper (including without limitation, damage caused by Housekeeper’s handling, preservation (if any) , transportation or shipment of Equipment), provided, however, that in such cases Housekeeper’s total liability to Customer shall in no event exceed the repair or replacement value of the Equipment.
   
   Customer acknowledges that long-term storage of aircraft engines and related equipment may
   involve deterioration, corrosion, or other conditions inherent in stored mechanical equipment. Housekeeper shall not be responsible for deterioration or environmental effects occurring during storage except to the extent caused by Housekeeper’s gross negligence or willful misconduct.
   
   4.2 Indemnification
   Customer shall indemnify and hold harmless Housekeeper, its employees, agents, affiliates and subsidiaries or independent contractors of Housekeeper (the “Indemnified Parties”) against any third party claim, including reasonable attorney’s fees, in which the Indemnified Party is named as a result of the negligent acts or omissions by Customer in relation to 
   Customer failing to perform its obligations hereunder, which results in damage to or loss of Equipment or personal injury or death. This indemnification obligation is contingent upon Indemnified Party providing Customer with prompt written notice of such claim, information,
   all reasonable assistance in the defense of such action, and sole authority to defend or settle such claim.
   
   4.3 Limitation of Liability
   AS A SEPARATE LIMITATION, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, OR FOR LOSS OF USE, OPPORTUNITY, MARKET POTENTIAL, GOODWILL AND/OR PROFIT ON ANY THEORY (CONTRACT, TORT, FROM THIRD PARTY CLAIMS OR OTHERWISE). THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR ANY FAILURE OR INADEQUACY OF ANY REMEDY.
   
   4.4 Insurance
   Housekeeper shall, at its own cost and expense, maintain in full force and effect at all times throughout the term of this Agreement the following insurances:
   * All risk/property insurance in an amount of not less than the replacement value of the Equipment
   * General Aviation Liability Insurance (Hangarkeepers) in an amount not less than US $100,000,000
   
   Customer shall, at its sole cost and expense, carry and maintain the following insurance: (i) Comprehensive General Liability including Bodily Injury, Property Damage, Products, Completed Operations and Contractual Liability Insurance with Combined Single Limit of not less than the full replacement value of all assets; (ii) hull Insurance on Customer Parts in an amount equal to the replacement value of Customer Parts; (iii) Workers Compensation and Employers Liability insurance as required by the laws of the states in which it operates; and (iv) insurance covering damages to, and resulting from, all Customer Parts located at the Housekeeper Facility, and while the same is in transit. In the event that Customer fails to fulfill its obligations under this Section, Housekeeper shall be entitled, but not required, to obtain for its sole benefit all or any portion of the insurance policies described above or to self-insure against the risks that are covered by such policies and charge to Customer a reasonable fee for such policies or self-insurance, as applicable.
   (b) Such insurance policies shall include each of the following (which may be provided by an endorsement of such insurance policies): (i) the Indemnitees shall be named as additional insureds thereunder; (ii) standard cross liability and severability of interest clauses; (iii) an endorsement providing that Housekeeper shall be given thirty (30) days prior written notice of any adverse material change or cancellation of the insurances, other than at the normal expiry date; and (iv) waiver of the insurers right of subrogation against Housekeeper and the Indemnitees. Customer will furnish to the Housekeeper, as soon as reasonably available following execution of this Agreement, but in no event later than commencement of Services, underwriters’ certificates certifying that such insurance is in full force and effect.
   
   
5. GENERAL PROCEEDURES.
   
   Housekeeper shall not itself (and shall not permit any third party to) use, or lease or release to a third party, the Equipment, or any part thereof, unless and until specifically authorised in writing to do so by Customer. Upon receipt of such authorization, Housekeeper shall co-ordinate and implement appropriate actions to assure prompt preparation and dispatch of the Equipment for lease in accordance with Customer’s instructions, including assistance in providing appropriate shipping documents for the Equipment
   
   
6. AUTHORIZATIONS.
   
   Customer shall be responsible for obtaining any authorizations (such as a temporary bond) required to permit the import and export of the Equipment into and out of the Facility, provided that (i) such authorizations are required to be obtained solely as a result of the location of the Equipment at the Facility and (ii) Housekeeper advises Customer in advance of all of the authorizations which are required and provides Customer with all relevant information required in order to obtain such authorizations.
   
   Customer and Housekeeper shall assist each other in every manner reasonably possible in securing and complying with any such authorizations as may be required.
   
   
7. FEES FOR HOUSEKEEPER SERVICES.
   
   7.1 Storage fees
   Customer shall pay, in accordance with Section 7.3 below, a monthly fee for storage at the rate set out in Appendix B of the WO (including, if applicable, surcharges). This fee shall be a fixed rate and will not be dependent on the completion of any support services pursuant to Section 7.2 and invoicing will occur monthly.
   
   7.2 Support Services fees
   Customer shall pay, in accordance with Section 7.3 below, Housekeeper for all labor costs incurred by Housekeeper in connection with Support Services rendered by Housekeeper to Customer hereunder.
   
   These labor costs and any materials relating to the provision of such Support Services shall be calculated in accordance with Appendix B of the WO.
   
   7.3 Invoicing and Payment procedures
   Housekeeper shall invoice Customer (and submit such invoices as provided in Section 11.5) for the Support Services in accordance with Section 7.2 of this Agreement promptly upon completion of any such services. Each invoice shall contain a detailed statement and supporting evidence of the calculation of each of such charges and fees.
   
   Provided the invoices are prepared in accordance with the terms of this Agreement and are factually correct Customer shall remit to Housekeeper the total amount payable on those invoices within 30 days of their receipt of the invoice.
   
   
8. TERM OF AGREEMENT.
   
   8.1 Term/Renewal of Term
   The term of this Agreement shall commence on the date hereof and shall continue in effect until terminated in accordance with Section 8.2.
   
   8.2 Termination
   Housekeeper may terminate this Agreement by giving at least fourteen (14) days written notice to Customer of its intention to terminate this Agreement; and Customer may terminate this Agreement by giving at least fourteen (14) days written notice to Housekeeper of its intention to terminate this Agreement.
   
   Subject to extension in accordance with Section 9 below, termination becomes effective upon the expiration of the applicable period referenced above.
   
   
9. REDELIVERY BY HOUSEKEEPER.
   
   Customer shall notify Housekeeper of its intention to have any item of Equipment redelivered at least five (5) working days prior to such requested redelivery and shall promptly thereafter (but not as a condition to such redelivery) reimburse Housekeeper for any reasonable and documented out of pocket expenses incurred in connection with customs formalities for the return of the Equipment to Customer.
   
   Where either Party has given notice to the other Party in accordance with Section 8.2, Housekeeper shall arrange (in consultation with the Customer) for the return of the Equipment to Customer prior to such termination becoming effective. Where redelivery does not occur solely as a result of Customer’s failure to take redelivery of the Equipment additional costs as set forth in Appendix B of the WO shall apply. In such case, or in the case of failure for redelivery to occur prior to expiration of the relevant period set out in Section 8, it shall result in the automatic extension of the storage and housekeeping until redelivery occurs, provided that such automatic extension shall not relieve Customer from its obligation to take redelivery as soon as possible.
   
   On the date of redelivery requested by the Customer, the relevant Equipment shall be redelivered and returned by Housekeeper to Customer Free Carrier (“FCA”) pursuant to the International Chamber of Commerce “Incoterms” (2010 Edition) whereby Housekeeper shall fulfil the obligations of seller and Customer of buyer, at the Facility.
   
   
10. REPRESENTATIONS AND WARRANTIES.
    
    10.1 Housekeeper represents and warrants to Customer that:
    
    (i) Housekeeper is a company duly incorporated and validly existing under the laws of Arizona and has the corporate power to own its assets and carry on its business as it is being conducted and to perform its obligations under this Agreement;
    
    (ii) Housekeeper has the corporate power to enter into and perform, and has taken all necessary corporate action to authorise the entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement;
    
    (iii) This Agreement constitutes Housekeeper’s legal, valid, binding and enforceable obligations;
    
    (iv) The entry into and performance by Housekeeper of, and the transactions contemplated by, this Agreement do not and will not:
    (aa) conflict with any laws binding on Housekeeper; or
    (bb) conflict with the constitutional documents of Housekeeper; or
    (cc) conflict with or results in default under any material document that is
    binding upon Housekeeper or any of its assets;
    
    (v) Other than the authorizations, consents, registrations and notifications which have been obtained and which are in full force and effect, no authorizations, consents, registrations and notifications required in connection with the entry into, performance, validity and enforceability of this Agreement and the transactions contemplated by this Agreement;
    
    10.2 Customer represents and warrants to Housekeeper that:
    
    (i) Customer is an exempted limited liability company duly incorporated and validly existing under the laws of the State of Arizona and has the corporate power to own its assets and carry on its business as it is being conducted and to perform its obligations under this Agreement;
    
    (ii) Customer has the corporate power to enter into and perform, and has taken all necessary corporate action to authorise the entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement;
    
    (iii) This Agreement constitutes Customer’s legal, valid, binding and enforceable obligations;
    
    (iv) The entry into and performance by Customer of, and the transactions contemplated by, this Agreement do not and will not:
    (aa) conflict with any laws binding on Customer; or
    (bb) conflict with the constitutional documents of Customer; or
    (cc) conflict with or result in default under any material document that is binding upon Customer or any of its assets;
    
    (v) Other than the authorizations, consents, registrations and notifications which have been obtained and which are in full force and effect, no corporate authorizations, consents, registrations and notifications required in connection with the entry into, performance, validity and enforceability of this Agreement and the transactions contemplated by this Agreement;
    
    
11. MISCELLANEOUS.
    
    11.1 Except as set forth in this Agreement, the rights herein granted and this Agreement are not for the benefit of any third person, firm or corporation, and nothing herein contained shall be construed to create any rights in favour of any third Parties under, as the result of, or in connection with this Agreement.
    
    11.2 Housekeeper shall not, except as provided for herein, be entitled to assign its rights and/or delegate its obligations hereunder without the prior consent of Customer.
    
    11.3 This Agreement contains the entire and only agreement between the Parties and supersedes all pre-existing agreements between such Parties, respecting the subject matter hereof; and any representation, promise or condition in connection therewith not incorporated herein shall not be binding upon either Party. No modification, renewal, extension or waiver of this Agreement shall be valid, unless it is made in
    writing and signed by a duly authorised officer or representative of each of the Parties hereto.
    
    11.4 Failure or delay on the part of either Party hereto to exercise any right, power or privilege under this Agreement, shall not operate as waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other future exercises thereof.
    
    11.5 All notices under, or in connection with, this Agreement will, unless otherwise stated, be given in writing by letter or email. Any such notice is deemed to be given as follows:
    
    (i) if by letter, when delivered; and
    
    (ii) if by email, when delivered and confirmed by the other Party by email or letter.
    
    The address, telephone numbers and email addresses of Customer and Housekeeper are as follows (or such other address, telephone number or email address notified by the relevant Party):
    
    Housekeeper Address:
    Service Aero Solutions, LLC.
    8135 W. Tangerine Rd
    Marana, Arizona 85658,
    United States of America
    
    Attn: Monte Thiesse
    
    Telephone: + 1 520 465 7706
    
    Email Address: Monte@SASBSI.com
    
    11.6 This Agreement shall be governed by and construed in accordance with the law of Arizona, USA. Housekeeper irrevocably agrees that the courts of Arizona are to have non-exclusive jurisdiction to settle disputes which may arise out of or in connection with this Agreement. This provision shall not limit the rights of Customer to institute proceedings in any other jurisdiction.
    
    11.7 This Agreement may be executed in counterparts each of which will constitute one and the same document.