BELL HELICOPTER TEXTRON INC. (BHTI) TERMS AND CONDITIONS OF SALES

PRICE: Prices are EXW (Ex-Works - INCOTERMS 2010), the applicable Bell Helicopter shipping point. Prices are subject to change without notice.

SUBSTITUTES: Seller reserves the right to supply substitute parts in lieu of the part ordered when design changes, later specifications, conditions of supply or product improvement make such substitution necessary. Prices on substituted material may be adjusted accordingly.

PAYMENTS: Payment terms for credit based accounts are net 30 days from date of each invoice issued. Other payment options are available (e.g. cash in advance, Credit Card). C.O.D. payment arrangements are not accepted by Bell. Open Account terms are available only to customers with established accounts with Bell Helicopter Textron Inc. Purchaser agrees to pay a late payment charge at the rate of one and a half percent (1.5 %) per month, eighteen percent (18%) per annum, or the highest rate legally permissible, whichever is less, on each delinquent statement balance, commencing on the thirty first (31st) day from invoice date. All credit based accounts are subject to stop shipment actions by Bell should past due balances or credit limit excedence situation arise.

WARRANTY AND REMEDY: Seller warrants each new helicopter part or helicopter part reconditioned by seller to be free from defect in material and workmanship under normal use and service. Seller's sole obligation under this warranty is limited to replacement or repair of parts, which are determined to Seller's reasonable satisfaction to have been defective with 1,000 hours of operation or one (1) year after installation (whichever occurs first), and reimbursement of reasonable freight charges. After 200 hours of use, there will be a prorated charge to the Purchaser for replacement parts (prorating the hours of total use against the then applicable part life or 2,000 hours, whichever is the lesser). Defective parts must be reported in writing to the Seller's Warranty Administration within 90 days of being found defective. Replacement of parts may be with either new or reconditioned parts, at Seller's election. Warranty adjustment is contingent upon the Purchaser complying with the Warranty Remedies as described in the Commercial Warranty Information brochure and the Seller's Warranty Administration disposition instructions for defective parts. Failure to comply with all of the terms of this paragraph may, at Seller's sole option, void this warranty.

NOTE: Parts, components and assemblies of all new helicopters may have been restored or reworked due to mars, blemishes, dents or other irregularities during the manufacturing process. Such restoration and/or rework is permitted under Seller's approved manufacturing and engineering processes and guidelines. The restoration and/or rework so completed does not render such items defective in material or workmanship.

THIS WARRANTY IS GIVEN AND ACCEPTED IN PLACE OF (i) ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND (ii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN CONTRACTOR IN TORT (DELICT), INCLUDING PRODUCT LIABILITIES BASED UPON STRICT LIABILITY, NEGLIGENCE, OR IMPLIED WARRANTY IN LAW.

This warranty is the only warranty made by Seller. The Purchaser's sole remedy for a breach of this warranty or any defect in a part is the repair or replacement of helicopter parts and reimbursement of reasonable freight charges as provided herein. Seller excludes liability, whether as a result of a breach of contract or warranty, negligence or strict product liability, for incidental or consequential damages, including without limitation, damage to the helicopter or other property, costs and expenses resulting from required changes or modifications to helicopter components and assemblies, changes in retirement lives and overhaul periods, local customs fees and taxes, and costs or expenses for commercial losses or lost profits due to loss of use or grounding of helicopters or otherwise.

Seller makes no warranty and disclaims all liability in contract or in tort (delict), including, without limitation, negligence and strict tort (delictual) liability, with respect to work performed by third parties at Purchaser's request and with respect to engines, engine accessories, batteries, radios, and avionics, except Seller assigns each manufacturer's warranty to Purchaser to the extent such manufacturer's warranty exists and is assignable.

This warranty shall not apply to any helicopter part which has been repaired or altered outside Seller's factory in any way so as, in Seller's judgment, to affect its stability, safety or reliability, or which has been subject to misuse, negligence or accident, or which has been installed in any aircraft which has been destroyed unless that helicopter has been rebuilt by Bell. A list of destroyed aircraft is obtainable from Bell Product Support. Repairs and alterations which use or incorporate parts and components other than genuine Bell parts or parts approved by Bell for direct acquisition from sources other than Bell itself are not warranted by Bell, and this warranty shall be void to the extent that such repairs and alterations, in Seller's sole judgment, affect the stability, safety or reliability of the helicopter or any part thereof, or damage genuine Bell or Bell-approved parts. No person, corporation or organization, including Bell Customer Service Facilities, is authorized by Seller to assume for it any other liability in connection with the sale of its helicopters and parts.

NO STATEMENT, WHETHER WRITTEN OR ORAL, MADE BY ANY PERSON, CORPORATION OR ORGANIZATION, INCLUDING BELL CUSTOMER SERVICE FACILITIES MAY BE TAKEN AS A WARRANTY NOR WILL IT BIND SELLER.

Seller makes no warranty and disclaims all liability with respect to components or parts damaged by, or worn due to, corrosion. Seller makes no warranty and disclaims all liability for consumables (wear items) which are defined as items required for normal and routine maintenance or replaced at scheduled intervals shorter than the warranty period. "Consumables" include but are not limited to engine and hydraulic oil, oil filters, packings and o-rings, anti-corrosion and/or sealing compounds, brush plating material, nuts, bolts, washers, screws, fluids, compounds, and standard aircraft hardware that is readily available to aircraft operators from sources other than Seller.

All legal actions based upon claims or disputes pertaining to or involving this warranty including, but not limited to, Seller's denial of any claim or portion thereof under this warranty, must be filed in the courts of general jurisdiction of Tarrant County, Texas or in the United States District Court for the Northern District of Texas, Ft. Worth Division located in Ft. Worth, Tarrant County, Texas. In the event that Purchaser files such an action in either of the court systems identified above, and a final judgment in Seller's favor is rendered by such court, then Purchaser shall indemnify Seller for all costs, expenses and attorneys' fees incurred by Seller in defense of such claims. In the event Purchaser files such a legal action in a court other than those specified, and Seller successfully obtains dismissal of that action or transfer thereof to the above described court systems, then Purchaser shall indemnify Seller for all costs, expenses and attorneys' fees incurred by Seller in obtaining such dismissal or transfer.

DELIVERY: Method of transportation desired should be designated by the purchaser. When no such designation is made, Seller will ship by the method deemed most suitable to each instance. Bell reserves the right to choose the carrier when an export license is required, in order to ensure compliance with applicable provisions of said license. Shipments are dispatched FCA, (Free Carrier INCOTERMS 2010), applicable Seller's premises. All parts are to be packaged and packed in accordance with standard international commercial practice for Ocean Export Shipment or Air Export Shipment as applicable.

EXPORT/IMPORT REQUIREMENTS: Export of products are subject to U.S. export regulations, including the International Traffic in Arms Regulations and the Export Administration Regulations. Licenses, permits, or other export authorizations may be required prior to the export of products. Bell Helicopter assumes responsibility for obtaining required U.S. government approvals for international customers. Customers are responsible for complying with all applicable export and import laws and regulations including restrictions against sanctioned countries and denied or designated parties, as well as obtaining the required export authorizations for their own international shipments. Violation of the export regulations can result in severe fines, penalties, imprisonment and loss of exporting privileges.

Where an Import License is required to import material into a foreign country, the Import License must be obtained by the purchaser and/or representative in that country.

PARTS RETURN: New part(s) return(s) request(s) should include an approved Return Material Authorization. Returned Parts are subject to a "Restock Fee" of 10% per item or $500.00 per item, whichever is less. Special Order and Standard Vendor parts may not be returned. Except for Shortage/Damage Claims below, Bell's Policy is that All Sales are final.

SHORTAGE/DAMAGE CLAIMS: All claims for parcel shortage, as listed on the bill of lading, and/or damage must be initiated by the consignee with the carrier. Claims for shortages, of items listed on the shipping document, must be initiated with Seller in writing within ten (10) days after receipt of the shipment.

TAXES: Purchaser agrees, in addition to the price specified herein, to pay all taxes, duties or imposts, or any other charges or additions thereto, upon the manufacture or sale of the parts which are levied, assessed, or required by law to be paid.

CHOICE OF LAW AND JURISDICTION: This sale shall be interpreted under and governed by the laws of the State of Texas. In the event of any dispute or claim arising out of this sale, the parties hereby agree that any lawsuit or other legal action shall be filed in the courts of general jurisdiction for the State of Texas in the County of Tarrant or the Federal District Court of the Northern District of Texas, Fort Worth Division.

These are all the Terms and Conditions of Sales applicable to BHTI sales and supersede any prior correspondence, proposals or agreements, written or oral, not set forth in them.