Terms and Conditions: Sale of Goods or Services

1. Acceptance:

These terms and conditions shall govern Cobalt Aero Services (“Cobalt”) Purchase Orders for any goods and services (the “Product”) purchased by Cobalt from Vendor and shall become a binding agreement when Vendor accepts Cobalt’s Purchase Order and invoices Cobalt for the Product. No variance in any of terms, conditions, delivery, quantity, or specifications shall be binding upon Cobalt unless expressly accepted by Cobalt in writing and the failure of Cobalt to specifically object to any or all terms and conditions suggested by the Vendor shall not be deemed an acceptance of such terms and conditions. Any terms and conditions of sale of the Vendor shall have no force and effect and Vendor expressly waives the use of its own general terms and conditions. Cobalt assumes no responsibility for materials shipped without a signed Cobalt Purchase Order. Vendor will grant Cobalt, their customer, and regulatory authorities the right of access to all facilities involved in the order and to all applicable records.

2. Documentation and Trace Paperwork:

Any Product purchased by and sent to Cobalt shall be received with all relevant documentation as per current law and/or regulations and/or any Purchase Order’s instruction. Unless otherwise agreed in the Purchase Order, Cobalt requires the following documentation for each Product listed on the Purchase Order:

Failure to provide any documentation shall be a cause of rejection of the Product and provision of
Article 3 may apply at Cobalt’s discretion.

3. Cancellation:

Cobalt reserves the right to immediately terminate a Purchase Order or any part thereof by written notice
to Vendor which includes certified mail, facsimile or email:

In all the above-mentioned cases, Cobalt shall be entitled to procure the Product from a third party at Vendor’s costs. Such remedies shall be in addition to any other remedies Cobalt may have in law or equity.

4. Exchange Units:

Exchange units purchased by Cobalt will be replaced with units returned to serviceable condition by Cobalt or its subcontractor without regard to the condition of the unit supplied by Vendor (e.g. new or overhauled). Cobalt will administer the repair actions unless the exchange is purchased at a flat rate that includes repair charges. Vendor has adjusted its price as necessary to compensate for return of stock in serviceable condition.

Exchange units will be returned in the configuration (dash number) ordered by Cobalt, not in the configuration supplied by the Vendor. Vendor has adjusted its price as necessary to compensate for return of stock in the lower configuration.

5. Packing Requirements:

All Products shall be packed or otherwise prepared for shipment so as to secure the lowest transportation rates to meet carrier’s requirements and in accordance with good commercial practice and any regulations and/or laws applicable with respect to the Product being shipped.

All shipments shall state actual cost for purchased Product and actual repair costs if a repaired Product. All incorrect declarations of value resulting in an additional duty charge shall be at Vendor’s expense.

Packing sheets must accompany each shipment.

IMPORTANT: Purchase Order number, part number, and part serial number (where applicable) must appear on all shipping labels, packing slips, transport documents, invoices and marked shipments or papers. In addition, Cobalt will retain the right to refuse such shipments or may return those which do not meet Cobalt’s shipping requirements at Vendor’s expense.

6. Shipping:

Delivery time is of the essence of any Purchase Order. Vendor will ship via the carrier and priority specified in the Purchase Order free of all costs to Cobalt. If Vendor fails to ship in accordance with the Purchase Order instructions, transportation and customs clearance charges will be invoiced back to Vendor. The receipt given to the carrier shall not be considered as Cobalt’s definitive acceptance of the Product.

7. Warranties:

The Vendor shall not limit or exclude any implied warranties and any attempt to do so shall render the Purchase Order voidable at Cobalt’s option. The Vendor warrants that the Product(s) to be supplied under the Purchaser Order are new unless otherwise stated in the Purchase Order and are fit and sufficient for the purpose intended, that they are merchantable of good quality and free from defects whether patent or latent, in design, material or workmanship. The Vendor warrants that it has good title to the Product to be supplied and that they are free and clear from all liens or encumbrances, in the event the Vendor is aware of a problem with its products including defective or incorrect Product to be supplied to A e r o , Vendor shall immediately upon such determination notify Cobalt’s Purchasing Department. If Vendor’s product fails due to a design defect, Vendor will provide a remedy at no charge to Cobalt within fifteen (15) days of initial notification of the design defect by Cobalt. If Vendor’s product fails due to material or workmanship, Vendor agrees to promptly repair or replace at no charge. Vendor also agrees to be responsible for all transportation charges to and from Vendor’s repair facility.

8. Inspection and Acceptance:

Inspection and acceptance will be at Cobalt’s destination unless otherwise provided. Until delivery and acceptance and after any rejections, risk of loss will be on the Vendor. Notwithstanding the requirements for any Cobalt inspection and test contained in specifications applicable to the Purchase Order except where specialized inspections or test are specified by performance solely for Cobalt, the Vendor shall perform or have performed the inspection and test required to substantiate that the supplies and services provided under the Purchase Order conform to the drawings, specifications and other requirements listed herein, including if applicable the technical requirements for the manufacturers part numbers specified herein.

Vendor has the requirement to provide to sub-tier suppliers the applicable requirements in the purchasing documents, including key characteristics where required.

If Cobalt rejects the Product, Cobalt may, at its own discretion and without prejudice of any rights it may have under these terms and conditions and/or at law, either

Title, free of any liens and encumbrances, of the Product shall pass from the Vendor to Cobalt upon acceptance of the goods. The Vendor is required to prevent delivery of counterfeit parts or material. Contact Buyer for any questions related to counterfeit material prevention and control.

9. OSHA:

Vendor agrees to comply with the provisions of the Occupational Safety and Health Act of 1970 and the standards and regulations issued thereunder and certifies that all items furnished under this order will conform to and comply with said standards and regulations. Vendor further agrees to indemnify and hold harmless Cobalt for all damages assessed against Cobalt as a result of Vendor’s failure to comply with the act and the standards issued thereunder and for the failure of the items furnished under this order to so comply.

10. Equal Employment Opportunity:

Cobalt is an equal employment opportunity employer. Cobalt adheres to a policy of providing equal employment opportunity for all qualified employees and applicants without regard to race, gender, color, religion, national origin, age, disability, or veteran status, and take affirmative action to insure compliance with such policy. Cobalt certifies that it is in compliance with the requirements of all applicable Executive Orders including, but not limited to, Executive Order 11246, as amended, Executive Order 11625, and Executive Order 11701, and all federal, state and local laws and regulations prohibiting discrimination on the basis of a protected status.

Cobalt hereby incorporates as if fully set forth herein all applicable provisions of the executive orders, and Vendor recognizes and agrees to be bound by all such applicable provisions.

11. Financial Conditions:

12. Liability:

The Vendor shall be liable for any and all damage of any nature whatsoever and whether in contract or in tort, whether direct or indirect or incidental or consequential sustained by Cobalt and any third party arising out or connected with the performance or the non-performance of Vendor’s obligations to satisfy the Purchase Order. Vendor, regardless of through insurance of otherwise, shall indemnify and hold harmless Cobalt, its directors, its employees, its agents, its subcontractors and theirs insurers from and against any claim and recourses from any third party (including Vendor’s directors, employees, agents, subcontractors, insurers).

The Vendor shall subscribe or maintain proper insurance in an amount in compliance with standard practice and satisfactory to Cobalt (including Worker Compensation) to cover any liability resulting from the performance or non-performance of a Purchase Order or resulting from its activities. Upon Cobalt’s request, Vendor shall provide Cobalt with a valid insurance certificate.

13. General Provisions:

SEPTEMBER 1, 2022  —  Terms and Conditions 2022

Contact Information for Cobalt:
Name: Cobalt Aero Services
Street Address: 2390 Airport Road
City/State/Zip: Hot Springs, Arkansas 71913

Phone: 501-623-7211
Email for Parts Sales: PartSales@Cobalt-Aero.com
Email for Repair Sales: RepairSales@Cobalt-Aero.com