Tool Loan General Terms and Conditions

TOOL LOAN

General Terms and Conditions

effective from 21/10/2026

1. DEFINITIONS
   In these General Terms and Conditions (“GTCs”):
   “Provider” means the legal entity identified as the “[ ]” , “Provider”, “Lessor”, or “Service Provider” in the applicable Commercial Agreement incorporating these GTCs, including its affiliates.
   “Customer” means the contracting party identified in the applicable Commercial Agreement.
   “Tools” means any tools, equipment, components, accessories, documentation, and related items supplied by Provider.
   “Commercial Agreement” means Tool loan or any other agreement, order, commercial proposal, confirmation, or statement of work incorporating these GTCs by reference.
   “Loan Period” means the period specified in the Commercial Agreement.
   “Redelivery Date” means the agreed return date of the Tools.
   “Replacement Value” means the full cost of replacing the Tools with equivalent new items, as reasonably determined by Provider.
   “Written Acceptance” means any written confirmation issued by Provider, in such form as Provider considers appropriate (including by email, a signed return or inspection report, or other written notice), that the Tools have been returned and accepted. Provider shall be under no obligation to issue a Written Acceptance until it is satisfied, at its discretion, that the Tools have been Properly Returned, and until a Written Acceptance is issued the Tools shall be deemed not accepted.
   “Proper Return” (and “Properly Returned”) means return of the Tools in accordance with Clause 5.3 and Clause 7 and otherwise to Provider’s satisfaction, as evidenced by Provider’s Written Acceptance.
2. APPLICATION AND PRECEDENCE
   1. These GTCs apply to all Tool loan transactions and form an integral part of each Commercial Agreement.
   2. These GTCs prevail over any terms or conditions of Customer, unless expressly agreed in writing by Provider.
   3. These GTCs are published online and made available to the Customer prior to execution of the Commercial Agreement. The version in force on the date of execution shall apply.
3. DELIVERY, CONDITION AND ACCEPTANCE
   1. Delivery shall be as agreed in the Commercial Agreement. If not specified, delivery shall be EXW (Provider’s facility specified in the Commercial Agreement) (Incoterms® 2020).
   2. The Tools are delivered and accepted on an “as is, where is” basis, with all faults and without any representation or warranty of any kind.
   3. To the fullest extent permitted by applicable law, the Provider disclaims all warranties, whether express or implied, including any warranty as to condition, quality, durability, performance, merchantability, fitness for a particular purpose, or compliance with specifications. The Customer acknowledges that it has had the opportunity to inspect the Tools prior to delivery, or has waived such opportunity, and in either case accepts the Tools in their present condition.
4. TITLE AND RISK
   1. Title to the Tools shall remain with Provider at all times.
   2. Risk of loss, damage, or destruction passes to Customer upon delivery and remains until return and written acceptance by Provider.
5. USE AND CARE OF TOOLS
   1. Customer shall:
      • Use Tools strictly in accordance with OEM manuals and applicable aviation regulations;
      • Ensure operation by qualified and certified personnel;
      • Maintain proper storage, handling, and environmental conditions;
      • Ensure the Tools are properly packaged and protected in accordance with applicable aviation standards and OEM requirements during transportation.
   2. Customer shall not:
      • Modify, alter, disassemble, or reverse engineer the Tools;
      • Sublease, assign, or transfer possession without Provider’s prior written consent;
      • Use the Tools outside their intended purpose.
   3. Calibration:
      Customer shall be responsible, at its own cost and risk, for ensuring that the Tools remain properly calibrated at all times during the Loan Period, in accordance with:
      • applicable OEM requirements;
      • industry standards; and
      • applicable aviation regulatory requirements.

      If any calibration becomes due during the Loan Period, Customer shall:

      • arrange for calibration by a properly certified and approved facility; and
      • ensure that all calibration records and certificates are maintained and provided to Provider upon request.

      Customer shall not perform or arrange calibration without Provider’s prior written approval where:

      • the Tool is subject to specific calibration control requirements notified by Provider; or
      • calibration may affect warranty, traceability, or certification status.

      Unless otherwise expressly agreed in the Commercial Agreement, all costs associated with calibration, including transport, downtime, and related expenses, shall be borne by Customer.
      Except as expressly agreed otherwise between the Parties in writing, upon return, Tools must:

      • have valid and current calibration status (if applicable); and
      • be accompanied by complete calibration documentation acceptable to Provider.

      Failure to comply with this Clause shall entitle Provider to:

      • perform or procure calibration at Customer’s cost;
      • treat the Tool as not Properly Returned for the purposes of late fees and liability.

      Provider may request periodic confirmation of Tool location and condition, and Customer shall provide such confirmation within one (1) business day of Provider’s request.

6. LOCATION AND CONTROL
   1. Tools shall be used only at the locations specified in the Commercial Agreement.
   2. Relocation requires prior written consent from Provider.
   3. Provider may request periodic confirmation of Tool location and condition.
7. LOAN PERIOD AND RETURN
   1. Redelivery shall be DDP (Provider’s facility specified in the Commercial Agreement) (Incoterms® 2020), unless otherwise agreed in writing. Customer shall return the Tools no later than the Redelivery Date, as agreed in each relevant Commercial Agreement.
   2. Any extension requires prior written approval from Provider and may be subject to additional fees. During any extension period, Customer shall at all times remain responsible for any damage, loss, or total loss of the Tools.
   3. The Customer shall return the identical Tools supplied under this Agreement, as identified by their serial numbers, asset tags, or other unique identifiers. Substitution, exchange, or return of equivalent items shall not be permitted without the Provider’s prior written consent.
      The Customer shall ensure that the Tools are returned:
      • Complete, with all components and accessories as well as documentation (including but not limited to certificates, calibration reports);
      • Fully operational (subject to normal wear and tear);
      • In the same condition as at delivery (normal wear and tear excepted); and
      • Properly packaged and shipped in accordance with the Provider’s instructions.

      The Customer shall bear the risk of loss, damage, or substitution until the Tools have been Properly Returned, as evidenced by Provider’s Written Acceptance.

8. FEES AND PAYMENTS
   1. Fees shall be as specified in the Commercial Agreement and shall be payable against invoices issued by Provider. All fees and other amounts are exclusive of VAT, withholding tax, and any other applicable taxes, duties, or levies, which shall be borne and paid additionally by Customer. All payments shall be made in the currency specified in the Commercial Agreement. Customer shall bear all currency conversion costs (if any) and all bank charges and fees, so that Provider receives the full amount stated in the invoice free and clear of any deductions.
   2. Provider may charge additional amounts which shall be payable by Customer against invoices issued by Provider, including:
      • Late return fees;
      • Repair, cleaning, and recalibration costs;
      • Administrative and handling charges;
      • Downtime or loss-of-use compensation;
      • Inspection, rectification, logistics and other related costs.
   3. All payments shall:
      • Be non-refundable;
      • Be made without set-off, counterclaim, or deduction;
      • Be due regardless of actual usage of the Tools.
9. SECURITY DEPOSIT
   1. Provider may require a security deposit as a condition of supply Tools under the Commercial Agreement. Where a security deposit is required, the delivery date may be delayed, at Provider’s sole discretion, for as long as the security deposit remains unpaid, and any such delay shall not affect the Loan Period or Customer’s obligations under the Commercial Agreement.
   2. Provider may, at its sole discretion, apply the deposit against any amounts owed by Customer.
   3. Any remaining balance shall be refunded following inspection and reconciliation.
10. DAMAGE, LOSS AND REPLACEMENT
    1. Customer shall be fully liable for any loss, theft, damage, or destruction of the Tools from delivery until the Tools have been Properly Returned and a Written Acceptance has been issued by Provider.
    2. Customer shall reimburse Provider for:
       • Full Replacement Value (in case of loss or irreparable damage);
       • All repair and recalibration costs;
       • Loss of use and associated commercial losses.
    3. Provider shall have sole discretion to determine whether Tools are repairable or deemed lost.
    4. Tools shall be deemed lost if:
       • Not returned within 10 days after the Redelivery Date unless explicitly agreed otherwise by the Parties in writing; or
       • Held, seized, or detained by any authority for more than 30 days.
11. TRANSPORT, CUSTOMS AND TAXES
    1. Customer shall act as Importer of Record unless otherwise agreed.
    2. Customer shall be solely responsible for:
       • Customs clearance and compliance;
       • Duties, VAT, GST, and other taxes;
       • Use of appropriate import regimes (including temporary admission or ATA Carnet where applicable).
    3. All payments shall be made free and clear of any withholding taxes. If withholding applies, Customer shall gross up payments so that Provider receives the full agreed amount.
    4. Customer bears all risks related to:
       • Transportation both ways;
       • Customs delays or inspections;
       • Border detentions or restrictions.
    5. The Loan Period shall continue uninterrupted regardless of such events.
12. EXPORT CONTROL AND SANCTIONS
    1. By ordering Tools for loan hereunder, the Customer confirms, agrees with and guarantees compliance with the Provider’s General Terms of Compliance published on the Provider’s website https://fltechnics.com/general-terms-of-compliance/. For the avoidance of doubt, reference to FL Technics UAB in mentioned General Terms of Compliance shall be deemed as reference to the relevant Provider under the Commercial Agreement.
13. INSURANCE
    1. Customer shall maintain insurance covering:
       • Full Replacement Value of the Tools;
       • Worldwide transit and operational risks;
       • Third-party liability.
    2. Such insurance shall:
       • Name Provider as loss payee (where applicable);
       • Include waiver of subrogation;
       • Be primary and non-contributory.
    3. Failure to maintain insurance shall not relieve Customer of liability.
    4. Customer shall provide Provider with a certificate of insurance (and, upon request, copies of the relevant policies) evidencing the coverage required under this Clause 13 prior to dispatch of the Tools. Failure to provide such certificate may result in a delay to the delivery date, and any resulting delay shall not affect the Loan Period or Customer’s obligations under the Commercial Agreement.
14. INSPECTION AND AUDIT
    Provider may, upon reasonable notice:
    • Inspect the Tools;
    • Verify their location, condition, and use;
    • Request supporting documentation.
15. TERMINATION AND REPOSSESSION
    1. The Commercial Agreement shall commence on the date of execution (or as otherwise specified therein) and shall remain in full force and effect until the later of:
       • expiry of the Loan Period;
       • return of all Tools in accordance with the conditions stated herein and the Commercial Agreement; and
       • full and final discharge by the Customer of all its obligations, including payment of all amounts due.
    2. Provider may terminate any Commercial Agreement earlier with immediate effect if:
       • Customer breaches these GTCs;
       • Payment is overdue;
       • Customer becomes insolvent or presents credit risk.
    3. Upon termination:
       • All amounts become immediately due and payable;
       • Customer shall immediately return the Tools.
    4. To the extent permitted by law, Provider may:
       • Enter Customer’s premises (or any other premises where the loaned Tools is located);
       • Repossess the Tools without prior notice or court order.
16. LIABILITY LIMITATION
    1. Provider, its personnel and its subcontractors shall not be liable for any damage to, or loss of, property including the aircraft, or injury or death or any other damage directly or indirectly caused to Customer, its directors, officers, employees, agents, servants or third parties during or after, due to, or in connection with, or in consequence of the performance or non-performance of this Tool loan between Provider and Customer, unless caused by wilful misconduct or gross negligence of Provider, and Customer shall indemnify and hold harmless Provider, its directors, officers, employees, agents, servants and subcontractors against any and all such claims including costs and expenses incident thereto.
    2. Provider’s total liability for any and all demands, pretensions or claims, whether in contract between the Provider and Customer, warranty, tort or restitution, product liability, patent infringement, or for breach of statutory duty or misrepresentation or otherwise, for any damages arising out or connected with, or resulting from the performance, or non-performance of any service will not exceed the price allocable to the service / goods which gave rise to the demand, pretension or claim.
    3. Notwithstanding anything to the contrary contained in this Tool loan, in no event, whether in contract or tort, as a result of breach of this Tool loan, statutory duty or warranty, as a result of misrepresentation, restitution, product liability, patent infringement or otherwise, will Provider be liable for any loss of profit, loss or damage of goodwill, loss of use, loss of revenue, loss of contracts, increased costs and expenses, wasted expenditure, loss of sales or business, loss of business opportunity, loss of anticipated saving, loss or corruption of data or information and/or for any and all special, consequential, incidental, resultant or indirect damage or punitive or exemplary damages.
    4. Provider and Customer are fully aware and agree to Provider’s liability limitation and acknowledge that prices and rates have been calculated, inter alia by specific reference to the exclusions and liability limitations.
17. INDEMNITY
    Customer shall indemnify and hold harmless Provider against all claims, losses, and liabilities arising out of:
    • Use or misuse of the Tools;
    • Breach of applicable laws or regulations;
    • Damage to aircraft, property, or persons.
18. FORCE MAJEURE AND EXCUSABLE DELAYS
    1. Provider shall not be responsible for excess of performance dates and / or delays, and / or non-performance of its obligations if (i) the Customer fails to make any payment due on time and Provider suspends further performance of its obligations until all outstanding amounts are received by the Provider; or (ii) the Customer fails to provide required and necessary information for execution of Purchase Order on Provider’s request; or (iii) caused by force majeure; or (iv) during the period required for the application and issuance of the export license or in the event the issuance of such export license was refused by the relevant authority; or (v) due to delay and / or non-performance attributable to Provider’s suppliers / vendors / manufacturers.
    2. Nothing shall require Provider to take any action contrary to the law or to any order or regulation of any government or contrary to any permit or authorization granted to the Provider by any government.
19. CONFIDENTIALITY AND DATA PROCESSING
    1. Each Party agrees to comply with Provider’s General Terms of Personal Data Protection: https://fltechnics.com/general-terms-of-personal-data-protection/. For the avoidance of doubt, reference to FL Technics UAB in mentioned General Terms of Personal Data Protection shall be deemed as reference to the relevant Provider under the Commercial Agreement.
    2. Provider and Customer shall keep all details related with agreement for Tool Loan between Provider and Customer strictly confidential and shall not disclose any details of such agreement to any third party without first obtaining a written consent of the other Party, except (and only insofar as is necessary) in connection with the performance by the Parties hereto of their obligations under agreement or for the purpose of legal proceedings related thereto or if it is mandatory under applicable legal acts.
20. GOVERNING LAW AND DISPUTE RESOLUTION
    1. These GTCs and any Commercial Agreement incorporating them shall be governed by the law specified in the applicable Commercial Agreement. If the applicable Commercial Agreement does not specify a governing law, these GTCs and the Commercial Agreement shall be governed by the law of the country in which the relevant Provider is established.
    2. The courts or dispute resolution forum specified in the Commercial Agreement shall have jurisdiction to resolve any dispute arising out of or in connection with these GTCs and/or the relevant Commercial Agreement. If the applicable Commercial Agreement does not specify a court or dispute resolution forum, the courts of the country in which the relevant Provider is established shall have exclusive jurisdiction to resolve any such dispute.
    3. Notwithstanding the foregoing, Provider shall be entitled to bring proceedings against the Customer in any competent jurisdiction, including where the Tools are located or where the Customer has assets.
    4. English shall be the language of all communications, notices, and documents exchanged between the Parties in connection with these GTCs and any Commercial Agreement, and shall be the language of any dispute resolution proceedings. In the event of any conflict between the English version of any document and a translation, the English version shall prevail.
21. GENERAL PROVISIONS
    1. These GTCs and the Commercial Agreement constitute the entire agreement between the parties.
    2. No amendment shall be valid unless made in writing by Provider.
    3. Customer may not assign its rights without Provider’s prior written consent. Provider may assign freely.
    4. If any provision is held invalid, the remaining provisions shall remain in full force and effect.