Common use of Commercial Terms Clause in Contracts

Commercial Terms. 2.1. Prices for the Services shall be specified in the Proposal. 2.2. All rates prescribed in the Agreement or addendums hereto do not include VAT (if such applies). In addition to the price for the Services, the Customer shall pay any taxes (including value added taxes, excise, import and export duties and etc.), any levies and any other fees related to the Agreement (including withholding taxes). All payments to be made by the Customer hereunder shall be made without set off or counterclaim, free and clear of and without deduction for or on account of any present or future taxes, charges, levies, imposts, duties or Withholdings (hereinafter – the “Withholding”). If the Customer is compelled by law to make a Withholding the Customer will ensure that the deduction does not exceed the minimum legal liability therefore and the Customer shall pay to Magnetic MRO such additional amounts as may be necessary to ensure that Magnetic MRO receives a net amount equal to the full amount that would have been received had the payment not been made subject to such Withholding. Magnetic MRO shall not be liable for any VAT or any taxes, duties or similar charges which arise in any jurisdiction other than Estonia and these will be covered by the Customer. Should any taxes be levied by any government or any tax authority against any payment by Customer to Magnetic MRO under the Agreement, and should Magnetic MRO not actually receive on due time a net amount equal to the full amount provided for under the Agreement, Customer shall pay all necessary additional amounts to ensure receipt by Magnetic MRO of the full amount so provided. 2.3. All payments in connection with the Agreement shall be made in currency specified in the invoice to the bank amount specified in the invoice. Any fees charged by a bank in connection with the transfer of funds from Customer to Magnetic MRO will be borne by Customer. 2.4. If not otherwise specified in the Proposal, the Customer will pay to Magnetic MRO fifty percent (50%) of the price defined in the Proposal, at least 1 (one) day before delivery of the Engine to Magnetic MRO and the remaining fifty percent (50%) after completion of the Services, at least 1 (one) day before the redelivery date. Additional costs, if any, shall be paid at least 1 (one) day before redelivery. 2.5. A final invoice for the Services shall be issued as soon as practicable, following redelivery. The final invoice will reflect the total charges the Customer owes or any credits owed to Customer and will reflect any additional charges or credits to the costs estimate incurred. Final settlement is to be performed in 10 days from issuance of Final Invoice. 2.6. Customer shall notify Magnetic MRO of any disputed amount in 15 days from the invoice issuance date, accompanied with all relevant justifications. Customer shall not withhold the payment of any amount of any invoice nor shall Customer set off any amount against invoices. After settlement of the dispute, the eventual adjustment of the invoice (and late payment charge) will be made. 2.7. All invoices shall become due and payable immediately upon the occurrence of a breach by Customer to perform its obligations as agreed under the Agreement. 2.8. Any overdue amount shall incur a monthly simple interest charge of 3% until actual payment is received in cleared funds. Interest shall be immediately payable on demand. 2.9. In the event any sum is not paid by the Customer as provided for under the Agreement then Magnetic MRO shall be entitled on 24 hours’ notice to suspend further performance of the services until all outstanding amounts have been received by Magnetic MRO in cleared funds and the time for performance of such services shall, at Magnetic MRO option, either be extended by a period equal to the duration of the suspension plus 24 hours or shall be re-scheduled. 2.10. Magnetic MRO may set off amounts due to Customer against amounts due by Customer. Magnetic MRO will notify Customer of such set off. 2.11. Failure to make any payment due hereunder within 30 days after such payment is due shall constitute a material breach of the Agreement. 2.12. Magnetic MRO shall retain ownership and title to the items delivered to the Customer by Magnetic MRO (including the right to repossess any property of Magnetic MRO in Customer’s possession) until the Customer has made full and final payment of all amounts due. In case of non-payment by Customer, Magnetic MRO has by virtue of its Services rendered a contractual right of retention and a contractual lien over the subject matter in its custody. The contractual lien shall entitle Magnetic MRO to publicly offer the object for sale. To the extent allowed under applicable laws, these rights shall also apply in case respective items are mixed with other goods or are used in the manufacture of another product; where such items cannot be removed without material injury to the product to which they are attached, right of retention and lien shall extend to the whole product. The retention of title shall not affect the passing of risk in accordance with the respective applicable INCOTERM. The Customer hereby grants Magnetic MRO irrevocable authority to take any measures necessary to effect the above rights. These rights as well as a set-off right may also be claimed for Services rendered or items supplied previously. 2.13. If (a) the Customer for any reason, including the exercise of Magnetic MRO lien, but excluding Magnetic MRO fault, should not collect any aircraft / engine from Magnetic MRO facility on completion of the Services, or (b) Services are suspended without Magnetic MRO’s fault for more than 3 days; Magnetic MRO shall no longer be responsible for the aircraft / engine and shall be entitled to charge the Customer parking / storage charges at the following rates: (i) parking of aircraft in the hangar – EUR 2000 per day; (ii) parking of aircraft outdoors – EUR 200 per day; (iii) storage of engine – EUR 500 per day. Customer shall be charged for parking / storage until the aircraft / engine is removed from Magnetic MRO premises or until provision of Services is renewed. Any maintenance on and insurance of the aircraft / engine shall be the responsibility of the Customer for so long as the aircraft / engine shall remain at Magnetic MRO premises.

Commercial Terms. 2.1. Prices for the Services shall be specified in the Proposal. 2.2. All rates prescribed in the Agreement or addendums hereto do not include VAT (if such applies). In addition to the price for the Services, the Customer shall pay any taxes (including value added taxes, excise, import and export duties and etc.), any levies and any other fees related to the Agreement (including withholding taxes). All payments to be made by the Customer hereunder shall be made without set off or counterclaim, free and clear of and without deduction for or on account of any present or future taxes, charges, levies, imposts, duties or Withholdings (hereinafter – the “Withholding”). If the Customer is compelled by law to make a Withholding the Customer will ensure that the deduction does not exceed the minimum legal liability therefore and the Customer shall pay to Magnetic MRO such additional amounts as may be necessary to ensure that Magnetic MRO receives a net amount equal to the full amount that would have been received had the payment not been made subject to such Withholding. Magnetic MRO shall not be liable for any VAT or any taxes, duties or similar charges which arise in any jurisdiction other than Estonia and these will be covered by the Customer. Should any taxes be levied by any government or any tax authority against any payment by Customer to Magnetic MRO under the Agreement, and should Magnetic MRO not actually receive on due time a net amount equal to the full amount provided for under the Agreement, Customer shall pay all necessary additional amounts to ensure receipt by Magnetic MRO of the full amount so provided. 2.3. All payments in connection with the Agreement shall be made in currency specified in the invoice to the bank amount specified in the invoice. Any fees charged by a bank in connection with the transfer of funds from Customer to Magnetic MRO will be borne by Customer. 2.4. If not otherwise specified in the Proposal, the Customer will pay to Magnetic MRO fifty percent (50%) of the price defined in the Proposal, at least 1 (one) day before delivery of the Engine to Magnetic MRO and the remaining fifty percent (50%) after completion of the Services, at least 1 (one) day before the redelivery date. Additional costs, if any, shall be paid at least 1 (one) day before redelivery. 2.5. A final invoice for the Services shall be issued as soon as practicable, following redelivery. The final invoice will reflect the total charges the Customer owes or any credits owed to Customer and will reflect any additional charges or credits to the costs estimate incurred. Final settlement is to be performed in 10 days from issuance of Final Invoice. 2.6. Customer shall notify Magnetic MRO of any disputed amount in 15 days from the invoice issuance date, accompanied with all relevant justifications. Customer shall not withhold the payment of any amount of any invoice nor shall Customer set off any amount against invoices. After settlement of the dispute, the eventual adjustment of the invoice (and late payment charge) will be made. 2.7. All invoices shall become due and payable immediately upon the occurrence of a breach by Customer to perform its obligations as agreed under the Agreement. 2.8. Any overdue amount shall incur a monthly simple interest charge of 3% until actual payment is received in cleared funds. Interest shall be immediately payable on demand. 2.9. In the event any sum is not paid by the Customer as provided for under the Agreement then Magnetic MRO shall be entitled on 24 hours’ hours notice to suspend further performance of the services until all outstanding amounts have been received by Magnetic MRO in cleared funds and the time for performance of such services shall, at Magnetic MRO option, either be extended by a period equal to the duration of the suspension plus 24 hours or shall be re-scheduled. 2.10. In case of non-payment by Customer Magnetic MRO has by virtue of its Services rendered a contractual right of retention and a contractual lien over the subject matter in its custody as well as the right to repossess any property of Magnetic MRO in Customer’s possession. These rights as well as a set-off right may also be claimed for Services rendered or material supplied previously. 2.11. Magnetic MRO may set off amounts due to Customer against amounts due by Customer. Magnetic MRO will notify Customer of such set off. 2.112.12. Failure to make any payment due hereunder within 30 days after such payment is due shall constitute a material breach of the Agreement. 2.122.13. Title to any component supplied shall pass from Magnetic MRO shall retain ownership and title to the items delivered to the Customer when payment in full has been received by Magnetic MRO (including the right to repossess any property of Magnetic MRO in Customer’s possession) until the Customer has made full and final payment of all amounts due. In case of non-payment by Customer, Magnetic MRO has by virtue of its Services rendered a contractual right of retention and a contractual lien over the subject matter in its custody. The contractual lien shall entitle Magnetic MRO to publicly offer the object for sale. To the extent allowed under applicable laws, these rights shall also apply in case respective items are mixed with other goods or are used in the manufacture of another product; where such items cannot be removed without material injury to the product to which they are attached, right of retention and lien shall extend to the whole product. The retention of title shall not affect the passing of risk in accordance with the respective applicable INCOTERM. The Customer hereby grants Magnetic MRO irrevocable authority to take any measures necessary to effect the above rights. These rights as well as a set-off right may also be claimed for Services rendered or items supplied previouslyMRO. 2.132.14. If (a) the Customer for any reason, including the exercise of Magnetic MRO lienLien, but excluding Magnetic MRO fault, should not collect any aircraft / engine from Magnetic MRO facility on completion of the Services, or (b) Services are suspended without Magnetic MRO’s fault for more than 3 days; Magnetic MRO shall no longer be responsible for the aircraft / engine and shall be entitled to charge the Customer parking / storage charges at the following rates: (i) parking of aircraft in the hangar – EUR 2000 per day; (ii) parking of aircraft outdoors – EUR 200 per day; (iii) storage of engine – EUR 500 per day. Customer shall be charged for parking / storage until the aircraft / engine is removed from Magnetic MRO premises or until provision of Services is renewed. Any maintenance on and insurance of the aircraft / engine shall be the responsibility of the Customer for so long as the aircraft / engine shall remain at Magnetic MRO premises.

Commercial Terms. 2.1. Prices for the Services shall be specified in the ProposalProposal and Invoice. 2.2. All rates prescribed in the Agreement or addendums hereto do not include VAT (if such applies). In addition to the price for the Services, the Customer shall pay any taxes (including value added taxes, excise, import and export duties and etc.), any levies and any other fees related to the Agreement (including withholding withhold- ing taxes). All payments to be made by the Customer hereunder shall be made without set off or counterclaim, free and clear of and without deduction for or on account of any present or future taxes, charges, levies, imposts, duties or Withholdings With- holdings (hereinafter – the “Withholding”). If the Customer is compelled by law to make a Withholding the Customer will ensure that the deduction does not exceed the minimum legal liability therefore and the Customer shall pay to Magnetic MRO such additional amounts as may be necessary to ensure that Magnetic MRO receives a net amount equal to the full amount that would have been received re- ceived had the payment not been made subject to such Withholding. Magnetic MRO shall not be liable for any VAT or any taxes, duties or similar charges which arise in any jurisdiction other than Estonia and these will be covered by the CustomerCus- tomer. Should any taxes be levied by any government or any tax authority against any payment by Customer to Magnetic MRO under the Agreement, and should Magnetic MRO not actually receive on due time a net amount equal to the full amount provided for under the Agreement, Customer shall pay all necessary additional amounts to ensure receipt by Magnetic MRO of the full amount so providedpro- vided. 2.3. All payments in connection with the Agreement shall be made in currency specified speci- fied in the invoice Invoice to the bank amount specified in the invoiceInvoice. Any fees charged by a bank in connection with the transfer of funds from Customer to Magnetic MRO will be borne by Customer. 2.4. If payment terms were not otherwise specified in individually agreed, Customer shall be obliged to make payment within ten (10) calendar days from the Proposal, issuance date of copy of the Invoice. Copies of invoices shall be sent to the Customer will pay to Magnetic MRO fifty percent (50%) of the price defined in the Proposal, at least 1 (one) day before delivery of the Engine to Magnetic MRO and the remaining fifty percent (50%) after completion of the Services, at least 1 (one) day before the redelivery date. Additional costs, if any, shall be paid at least 1 (one) day before redeliveryvia email. 2.5. A final invoice for the Services shall be issued as soon as practicable, following redelivery. The final invoice will reflect the total charges the Customer owes or any credits owed to Customer and will reflect any additional charges or credits to the costs estimate incurred. Final settlement is to be performed in 10 days from issuance of Final Invoice. 2.6. Customer shall notify to Magnetic MRO of any disputed amount in 15 days from the invoice issuance date, accompanied with all relevant justifications. Customer shall not withhold the payment of any amount of any invoice nor shall Customer set off any amount against invoices. After settlement of the dispute, the eventual adjustment of the invoice (and late payment charge) will be made. 2.7. All invoices shall become due and payable immediately upon the occurrence of a breach by Customer to perform its obligations as agreed under the Agreement. 2.8. Any overdue amount shall incur a monthly simple interest charge of 3% until actual payment is received in cleared funds. Interest shall be immediately payable on demand. 2.9. In the event any sum is not paid by the Customer as provided for under the Agreement then Magnetic MRO shall be entitled on 24 hours’ notice to suspend further performance of the services until all outstanding amounts have been received by Magnetic MRO in cleared funds and the time for performance of such services shall, at Magnetic MRO option, either be extended by a period equal to the duration of the suspension plus 24 hours or shall be re-scheduled. 2.10. Magnetic MRO may set off amounts due to Customer against amounts due by Customer. Magnetic MRO will notify Customer of such set off. 2.11. Failure to make any payment due hereunder within 30 days after such payment is due shall constitute a material breach of the Agreement. 2.12. Magnetic MRO shall retain ownership and title to the items delivered to the Customer by Magnetic MRO (including the right to repossess any property of Magnetic MRO in Customer’s possession) until the Customer has made full and final payment of all amounts due. In case of non-payment by Customer, Magnetic MRO has by virtue of its Services rendered a contractual right of retention and a contractual lien over the subject matter in its custody. The contractual lien shall entitle Magnetic MRO to publicly offer the object for sale. To the extent allowed under applicable laws, these rights shall also apply in case respective items are mixed with other goods or are used in the manufacture of another product; where such items cannot be removed without material injury to the product to which they are attached, right of retention and lien shall extend to the whole product. The retention of title shall not affect the passing of risk in accordance with the respective applicable INCOTERM. The Customer hereby grants Magnetic MRO irrevocable authority to take any measures necessary to effect the above rights. These rights as well as a set-off right may also be claimed for Services rendered or items supplied previously. 2.13. If (a) the Customer for any reason, including the exercise of Magnetic MRO lien, but excluding Magnetic MRO fault, should not collect any aircraft / engine from Magnetic MRO facility on completion of the Services, or (b) Services are suspended without Magnetic MRO’s fault for more than 3 days; Magnetic MRO shall no longer be responsible for the aircraft / engine and shall be entitled to charge the Customer parking / storage charges at the following rates: (i) parking of aircraft in the hangar – EUR 2000 per day; (ii) parking of aircraft outdoors – EUR 200 per day; (iii) storage of engine – EUR 500 per day. Customer shall be charged for parking / storage until the aircraft / engine is removed from Magnetic MRO premises or until provision of Services is renewed. Any maintenance on and insurance of the aircraft / engine shall be the responsibility of the Customer for so long as the aircraft / engine shall remain at Magnetic MRO premises.fifteen

Commercial Terms. 2.1. Prices for the Services shall be specified in the Proposal. 2.2. All rates prescribed in the Agreement or addendums hereto do not include VAT (if such applies). In addition to the price for the Services, the Customer shall pay any taxes (including value added taxes, excise, import and export duties and etc.), any levies and any other fees related to the Agreement (including withholding taxes). All payments to be made by the Customer hereunder shall be made without set off or counterclaim, free and clear of and without deduction for or on account of any present or future taxes, charges, levies, imposts, duties or Withholdings (hereinafter – the “Withholding”). If the Customer is compelled by law to make a Withholding the Customer will ensure that the deduction does not exceed the minimum legal liability therefore and the Customer shall pay to Magnetic MRO such additional amounts as may be necessary to ensure that Magnetic MRO receives a net amount equal to the full amount that would have been received had the payment not been made subject to such Withholding. Magnetic MRO shall not be liable for any VAT or any taxes, duties or similar charges which arise in any jurisdiction other than Estonia and these will be covered by the Customer. Should any taxes be levied by any government or any tax authority against any payment by Customer to Magnetic MRO under the Agreement, and should Magnetic MRO not actually receive on due time a net amount equal to the full amount provided for under the Agreement, Customer shall pay all necessary additional amounts to ensure receipt by Magnetic MRO of the full amount so provided. 2.3. All payments in connection with the Agreement shall be made in currency specified in the invoice to the bank amount specified in the invoice. Any fees charged by a bank in connection with the transfer of funds from Customer to Magnetic MRO will be borne by Customer. 2.4. If not otherwise specified in the Proposal, the Customer will pay to Magnetic MRO fifty percent (50%) of the price defined in the Proposal, at least 1 (one) day before delivery of the Engine to Magnetic MRO and the MRO. Any delay in payment of this amount may result in loss of free slot for subject engine(s) shop visit. The remaining fifty percent (50%) plus additional routine and non-routine work not specified in the Proposal and previously submitted in a form of individual offer(s) and approved by the Customer, shall be paid by the Customer after completion of the Services, at least 1 (one) day before the redelivery date. Additional costs, if any, shall be paid at least 1 (one) day before redelivery. 2.5. A final invoice for the Services shall be issued as soon as practicable, following redelivery. The final invoice will reflect the total charges the Customer owes or any credits owed to Customer and will reflect any additional charges or credits to the costs estimate incurred. Final settlement is to be performed in 10 days from issuance of Final Invoice. 2.6. Customer shall notify Magnetic MRO of any disputed amount in 15 days from the invoice issuance date, accompanied with all relevant justifications. Customer shall not withhold the payment of any amount of any invoice nor shall Customer set off any amount against invoices. After settlement of the dispute, the eventual adjustment of the invoice (and late payment charge) will be made. 2.7. All invoices shall become due and payable immediately upon the occurrence of a breach by Customer to perform its obligations as agreed under the Agreement. 2.8. Any overdue amount shall incur a monthly simple interest charge of 3% until actual payment is received in cleared funds. Interest shall be immediately payable on demand. 2.9. In the event any sum is not paid by the Customer as provided for under the Agreement then Magnetic MRO shall be entitled on 24 hours’ notice to suspend further performance of the services until all outstanding amounts have been received by Magnetic MRO in cleared funds and the time for performance of such services shall, at Magnetic MRO option, either be extended by a period equal to the duration of the suspension plus 24 hours or shall be re-scheduled. 2.10. Magnetic MRO may set off amounts due to Customer against amounts due by Customer. Magnetic MRO will notify Customer of such set off. 2.11. Failure to make any payment due hereunder within 30 days after such payment is due shall constitute a material breach of the Agreement. 2.12. Magnetic MRO shall retain ownership and title to the items delivered to the Customer by Magnetic MRO (including the right to repossess any property of Magnetic MRO in Customer’s possession) until the Customer has made full and final payment of all amounts due. In case of non-payment by Customer, Magnetic MRO has by virtue of its Services rendered a contractual right of retention and a contractual lien over the subject matter in its custody. The contractual lien shall entitle Magnetic MRO to publicly offer the object for sale. To the extent allowed under applicable laws, these rights shall also apply in case respective items are mixed with other goods or are used in the manufacture of another product; where such items cannot be removed without material injury to the product to which they are attached, right of retention and lien shall extend to the whole product. The retention of title shall not affect the passing of risk in accordance with the respective applicable INCOTERM. The Customer hereby grants Magnetic MRO irrevocable authority to take any measures necessary to effect the above rights. These rights as well as a set-off right may also be claimed for Services rendered or items supplied previously. 2.13. If (a) the Customer for any reason, including the exercise of Magnetic MRO lien, but excluding Magnetic MRO fault, should not collect any aircraft / engine from Magnetic MRO facility on completion of the Services, or (b) Services are suspended without Magnetic MRO’s fault for more than 3 days; Magnetic MRO shall no longer be responsible for the aircraft / engine and shall be entitled to charge the Customer parking / storage charges at the following rates: (i) parking of aircraft in the hangar – EUR 2000 per day; (ii) parking of aircraft outdoors – EUR 200 per day; (iii) storage of engine – EUR 500 per day. Customer shall be charged for parking / storage until the aircraft / engine is removed from Magnetic MRO premises or until provision of Services is renewed. Any maintenance on and insurance of the aircraft / engine shall be the responsibility of the Customer for so long as the aircraft / engine shall remain at Magnetic MRO premises.