Purchase Agreement

This Agreement is entered into between AmSafe, Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business in Phoenix, Arizona (hereinafter “AmSafe” or “Seller”), (hereinafter “Buyer”), for Buyer’s purchase of Seller’s State-of-the-Art Restraint System (P/N K7336) (hereinafter “SOAR” or the “Product”).

The Product is an airbag restraint system, which consists of an inflatable restraint system assembly, interface cable assembly and LRU/inflator interface cable, inflator assembly, electronic module assembly (“EMA”) and a body block.

TERMS AND CONDITIONS

A. Buyer’s Express Acknowledgments

1. The Product’s inflator assembly is a highly pressurized, energetic device that contains compressed gas. Mishandling can cause serious INJURY or DEATH!

• i. Buyer agrees to carefully follow all safety and handling instructions, per “Airbag Systems Precautions and Safety Considerations” EM514294 Rev A and other relevant documents (E514513 Rev A, IM7336, and ICA7336).
• ii. Buyer agrees not to electrically connect the airbag inflator until it is secured to the aircraft, per “Airbag Systems Precautions and Safety Considerations” EM514294 Rev A and other relevant documents (E514513 Rev A, IM7336, ICA7336).

2. Buyer agrees only FAA licensed A & P mechanics are authorized to install, perform diagnostics, and perform any warranty services for SOARS K7336 Airbag Restraint Kit Assembly.

3. Buyer agrees this FAA certified aircraft STC installation will require completion of FAA Form 337. This form can be located at the following link: https://www.faa.gov/documentLibrary/media/Form/Form_337.pdf

4. Indemnification. Buyer shall indemnify, and hold AmSafe and its affiliated companies, officers, directors, and employees harm from and against any and all damages, losses, costs, and expenses, suits, actions, or proceedings (including, without limitation, reasonable attorneys’ fees) relating in any manner to Buyer’s breach of this Agreement or performance of its services hereunder. The Buyer further agrees that AmSafe, its affiliated companies, officers, directors, and employees will not be liable for any damages, including but not limited to property damage and personal injury or death, arising from Buyer’s services under this Agreement unless caused by AmSafe’s sole gross negligence or willful misconduct, but in no respect shall AmSafe be liable for any special, incidental, consequential or punitive damages.

5. Buyer is aware, understands, and acknowledges that the Product is only intended for installation and use on the following aircraft type currently equipped with two point or three point harnesses: 14 CFR Part 23 Normal and Utility Category; CAR Part 3 Normal, Utility and Restricted Purpose Category; or FAA special certificate, Experimental.  DO NOT INSTALL OR USE ON ANY GROUND OR WATER VEHICLES (E.G. BOATS, TRACTORS, CARS, ALL TERRAIN VEHICLES, ETC.)

B. Delivery

Shipment of orders to Buyer shall be subject to the right or ability of Seller to make such sales under all applicable decrees, statutes, rules or regulations of the United States Government and agencies thereof presently. Any order prohibited by these legal restrictions shall be rejected and the Buyer will be issued a refund.

C. Shipment and Risk of Loss

The Product shall be shipped FOB origin (INCO TERMS 2010) to the address designated by Buyer. Buyer shall be solely responsible for providing and paying for shipping costs, such as insurance. Seller shall not have any liability for any loss resulting from an uninsured or under-insured shipment.

D. Returned Goods

Goods returned by Buyer will only be accepted if processed using an AmSafe Returned Material Authorization (“RMA”) number. Any goods returned to AmSafe not using the RMA process will be return shipped to Buyer freight collect.

E. Indemnification

Buyer shall indemnify, and hold AmSafe and its affiliated companies, officers, directors, agents, representatives, and employees harmle from and against any and all damages, losses, costs, and expenses, suits, actions, or proceedings (including, without limitation, reasonable attorneys’ fees) relating in any manner to Buyer’s breach of this Agreement or performance of its obligations herein, including, but not limited to, Buyer’s handling, installation, and maintenance of the Product, or failure to follow the instructions set forth in E514513A, IM7336, ICA7336, WB7336, AFMS7336, and STC ST02104AK-A. The Buyer further agrees that AmSafe and its affiliated companies, officers, directors, agents, representatives, and employees will not be liable for any damages, including, but not limited to, property damage arising from Seller’s products or obligations under this Agreement.

F. Warranty

With respect to the Product(s) sold to Buyer under this Agreement, Seller’s sole obligation under this warranty is limited to, at Seller’s option, repairing or replacing the Product(s). Except for its express limited liability under such written warranties, Seller does not assume or authorize any other person or party including, without limitation, Buyer, to assume on its behalf any other obligation or liability in connection with Seller’s Product. Any obligations or liabilities assumed by Buyer that are in addition to Seller’s written warranties, and not otherwise approved in writing by Seller, shall be the sole responsibility of Buyer, and not of Seller.
All claims for non-conforming Products must be presented to Seller, in writing, within the warranty period set forth in the applicable written warranty for such Product or, if no such period is set forth in such warranty, within three (3) years after date of manufacture of a non-conforming part (“Original Warranty Period”); provided, however, any claim of non-conforming webbing or leather, must be presented to Seller, in writing, within one (1) year of the date of manufacture of the restraint. Any claims for non-conforming Products that have been replaced or repaired by Seller under warranty must be presented to Seller in accordance with this Section F within the Original Warranty Period of the original non-conforming goods. Failure of Buyer to give notice in accordance with this Section F shall constitute a waiver by Buyer of all warranty claims with respect to such Products. Seller shall be given an opportunity to verify the existence of any alleged non-conformity. In the event a Product is replaced by Seller or in the event Seller refunds the sales price received from Buyer for such Product, Buyer shall return the non-conforming Product to Seller in strict accordance with Seller’s written instructions concerning shipping, handling, insurance and other matters as to which Seller may issue instructions, such shipping costs to be paid by Seller. Failure to comply with these provisions shall invalidate any claim by Buyer or its customers for nonconformance of Products.

G. Disclaimer of Other Warranties

THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER HEREUNDER, AND THE RIGHTS AND REMEDIES OF BUYER HERE UNDER, ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER, AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED. SELLER MAKES NO OTHER WARRANTY BEYOND THOSE EXPRESSLY CONTAINED IN THIS WRITING.

In no event shall Seller be liable for: (i) Products damaged in the course of shipment, or damaged in any manner otherwise without fault of Seller; (ii) The use of unauthorized parts or repairs, modification, disassembly, reassembly, or improper use, service or maintenance of the Products; (iii) Any repairs or maintenance performed by Buyer on the Product; (iv) Non-conformity of Products due to the negligence, accident, abuse, improper care or storage, modification, misuse, unauthorized  combination with other components, parts or systems, or abnormal temperature or moisture conditions of any party other than  Seller; (v) Damage to Products which have been tampered with or altered in any way other than by AmSafe; (vi) Any specifications provided to AmSafe by Buyer; or (vii) Expenses incurred by Buyer in attempting to correct any alleged defects in or non-conformity of Products without prior approval of Seller.

H. Limitation of Liability

SELLER’S LIABILITY FOR ANY ACTION OR OMISSION BY AMSAFE, OR ANY BREACH BY AMSAFE OF THE TERMS HEREOF, SHALL BE  LIMITED TO RECOVERY OF ANY SUMS ACTUALLY PAID BY BUYER TO AMSAFE AS TO ANY INVOICE, PRODUCT, OR ORDER UPON  WHICH BUYER IS SPECIFICALLY MAKING A CLAIM. SELLER’S TOTAL LIABILITY IN CONTRACT, TORT, STRICT LIABILITY OR OTHER WISE ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE AMOUNT PAID BY BUYER TO  SELLER UNDER THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL AMSAFE BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, COLLATERAL, INCIDENTAL, OR PUNITIVE DAMAGES OR LOSSES, SUCH AS, BUT NOT LIMITED TO,  HARM TO BUSINESS OR BUSINESS REPUTATION, LOSS OF REVENUES, LOSS OF ANTICIPATED SAVINGS OR LOST PROFITS,  WHETHER OR NOT FORESEEABLE, AND WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE,  PASSIVE OR IMPUTED NEGLIGENCE), STRICT LIABILITY OR OTHERWISE UNLESS SUCH DAMAGES ARE CAUSED BY SELLER’S  GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT. IF ANY CLAIM BY BUYER RELATES TO AN INVOICE OR FOR PURCHASE OF  A PRODUCT WHICH HAS NOT BEEN PAID FOR, BUYER SHALL NOT BE ENTITLED TO MAKE ANY CLAIM FOR PURCHASE PRICE AS  REFERENCED ABOVE, IT BEING CLEARLY UNDERSTOOD BY BUYER THAT PAYMENT OF ITS OBLIGATIONS TO AMSAFE IS A CONDITION PRECEDENT TO ANY CLAIM IT MIGHT OTHERWISE MAKE AGAINST AMSAFE. SELLER SHALL NOT BE LIABLE FOR  ANY DAMAGES RELATED TO PERSONAL INJURY OR DEATH TO THE EXTENT THEY MAY HAVE BEEN PREVENTED OR MITIGATED  BY AN AIRCRAFT SPECIFIC RESTRAINT SYSTEM.

I. Compliance with Laws and Directives

Buyer represents and warrants the following: (a) the provision of all services, installation, maintenance or operations hereunder shall be in  accordance with all applicable decrees, statutes, rules regulations and orders, including, without limitation, all applicable Federal Aviation  Administration regulations, or those of other aviation authorities, all anti-discrimination and harassment laws and regulations, the Occupational Safety and Health Standards, and all applicable environmental laws; and (b) Buyer must, and will, comply with all applicable  Airworthiness Directives, Service Bulletins or Letters.

I. Choice of Law

This Agreement shall be governed, construed, and interpreted exclusively in accordance with the substantive and procedural laws and  rules of the State of Arizona, USA, without regard to any conflicts of law principles applied in that State. Buyer and Seller specifically dis claim application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods.

K. Disputes

(A) Buyer and Seller shall attempt to promptly resolve through good faith negotiation any and all controversies, claims, or disputes between Buyer and Seller arising out of or in connection with the sale or use of the Product, this Agreement, or the breach thereof (hereinafter “Dispute”). (B) If the Dispute is not resolved within thirty (30) days after the start of the negotiation described in paragraph (A) of this Section, Buyer  and Seller agree that the Dispute shall first proceed to mediation administered by the American Arbitration Association (“AAA”) under its  Commercial Mediation Procedures, and if the Dispute is not resolved through mediation, then it shall be submitted to final and binding  arbitration as set forth below in paragraph (C) of this Section. Following failed negotiation, either party may commence mediation by pro viding to the AAA and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested.  The mediation shall be held in Phoenix, Arizona. Buyer and Seller agree to cooperate with AAA and with one another in selecting a mediator from the AAA’s Panel of Mediators and in scheduling and conducting the mediation proceedings. Buyer and Seller agree that they will participate in the mediation in good faith and that they will share equally in its costs. (C) If Buyer and Seller are unable to resolve the Dispute through mediation as set forth in paragraph (B) of this Section, the Dispute shall  be finally resolved by binding arbitration. The arbitration shall be held in Phoenix, Arizona and administered by the AAA under its Commercial Arbitration Rules as presently in force. The arbitration will be decided by a single arbitrator appointed by the AAA in accordance with said rules. The proceedings shall be conducted in English. Judgment upon the award rendered by the arbitrator may be  entered in any court having jurisdiction thereof. Arbitration shall be confidential, final and binding.

L. Choice of Venue

Any action, claim, petition, or appeal by Buyer or Seller with respect to the applicability or enforceability of any procedure set forth in paragraphs (A), (B), or (C) of Section K of this Agreement, including any action, claim, petition, or appeal challenging the final award of an arbitrator, shall be commenced, prosecuted, and resolved exclusively in the state or federal courts of the State of Arizona, USA.

M.

If Section K of this Agreement, or the final award of an arbitrator, is held by a court to be invalid, void or unenforceable, any Dispute between Buyer and Seller shall be commenced, prosecuted, and resolved exclusively in the state or federal courts of the State of Arizona, USA. Buyer and Seller hereby irrevocably consent to personal jurisdiction and venue in any such court in the State of Arizona, USA. Entire Agreement The Terms and Conditions of this Agreement, including any exhibits and attachments hereto, constitute the sole and exclusive Terms and  Conditions pertaining to this purchase, and comprise the entire understanding and agreement between Buyer and Seller with respect to the subject matter hereof, and supersede all prior or other proposals, representations, agreements and understandings, whether oral or written, covering the same purchase, except as stated herein. These Terms and Conditions may not be modified unless agreed to in writing by authorized representatives of both Buyer and Seller.

N. No Construction Against Drafter

Buyer and Seller acknowledge that this Agreement and all the terms and conditions contained herein have been fully reviewed by the parties. Having acknowledged the foregoing, Buyer and Seller agree that any principle of construction or rule of law that provides that, in the event of any inconsistency or ambiguity, an agreement shall be construed against the drafter of the agreement, shall have no application to the terms and conditions of this Agreement.

O. Authorization

By signing this Agreement, the signing party represents and warrants the following: (a) it has read and fully understands each of the provisions of this Agreement and; (b) it is fully authorized to enter into this Agreement and bind any person or entity which it purports to bind.