Terms & Conditions

Ex-Change Parts
Sales Terms and Conditions 2026

Background

These General Sale Terms and Conditions shall apply when the parties agree in writing or otherwise thereto. Any modification of or deviations from them must be agreed in writing.

Definitions

Parts means pre-owned and used parts from helicopters, such as engines, gearboxes, other spare parts and consumables.

Seller means Exchange Parts AB.

Customer means the purchaser of Part, or the receiver of the Services, or the provider of Core Part, as the case may be.

Core Parts means Parts provided by the Customer to the Seller in exchange for Parts bought by the Customer by the Seller.

Customer Parts means Parts owned by the Customer.

Services means repair of and services on Parts.

Price means any price offered or agreed.

Seller’s offer means sale of Parts, occasionally against Core Part, and/or provision of Services.

Overhaul management means Services on Customer Parts.

Quotations and Orders

Quotations issued by Seller are, subject to prior sale, valid for thirty (30) days from the date of issuance unless otherwise agreed in writing. Any purchase order submitted by the Customer shall not be binding upon Seller until Seller has issued a written order confirmation.

All orders, agreements, including their execution are conditional upon Seller’s prior’ receipt of a valid end user statement, satisfactory trade‑compliance and, where requested, credit screening, and, where required, the granting of applicable export and/or import licenses by relevant governmental authorities.

Parts that to the Seller’s knowledge have been removed from an aircraft or engine subsequent to exposure to extreme stress, heat, or environmental conditions including major engine failure, accident, fire, or saltwater immersion, and have been clearly identified as such, shall be disclosed to the Customer prior to sale.

Prices, Taxes and Charges

Prices exclude transportation, insurance, taxes, import or export duties, levies, imposts, penalties, interest, and other similar charges (including, without limitation, goods and services tax, harmonized sales tax, sales tax, value added tax, withholding taxes and any transfer tax). All such taxes and charges shall be borne exclusively by the Customer. Seller shall invoice the Customer for all applicable taxes, regardless of whether the Customer is the statutory taxpayer.

Additional parts, rework, or labor required beyond the standard overhaul/repair will be invoiced separately. Manufacturer standard exclusion conditions apply where relevant. Additional invoices will be issued once teardown findings have been received.

Term of Delivery

All deliveries are, unless otherwise agreed, made Ex Works (Incoterms 2020), Borlänge, Sweden.

Term of Payment

The minimum order value is one hundred (100) USD or EUR. Payment is due upon order placement unless the Customer has been granted prior credit terms. Accepted payment methods include VISA, MasterCard, American Express, and wire transfer.

l payments shall be made in the currency specified on the invoice in full, without deduction, withholding, or set‑off, unless otherwise required by law. Bank and wire‑transfer fees are the sole responsibility of the Customer. For credit‑card payments exceeding eight hundred (800) USD or EUR, a surcharge of three percent (3%) shall apply.

Late Payments

If payment is not received on the agreed due date, the Seller shall be entitled to charge interest at two percent (2%) per month (or part thereof) from the due date, until full payment is received. The Customer shall also reimburse all reasonable collection costs incurred by the Seller, including attorneys’ fees and collection‑agency charges.

Seller reserves the right to suspend deliveries or Services until all outstanding amounts, including interest and costs, have been received.

Late‑payment interest shall be calculated in accordance with the Swedish Interest Act (Räntelag 1975:635). For Customers located within the European Union, the EU Late Payment Directive (2011/7/EU) shall apply.

Standard Exchange/Core Part Policy

The standard exchange includes standard overhaul/repair parts and labor. Additional parts, rework, or labor required beyond the standard overhaul/repair will be invoiced separately. Manufacturer standard exclusion conditions apply where relevant. Additional invoices will be issued once teardown findings have been received

Seller may under the following conditions, in exchange, accept Core Parts being the same part number as the Part sold:

Core Parts, Condition

Additional charges shall apply when:

• The Core Part is not delivered on time.
• The Core Part is unacceptable under the following conditions.

Core Part Requirements

All Core Part prices are based on receipt of an acceptable Core Part within thirty (30) calendar days from invoice date. The Customer is responsible for all shipping and related Core Parts.

Core Parts must not have been exposed to extreme stress, heat, or environmental conditions—including, without limitation, major engine failure, accident, fire, or saltwater immersion.

Acceptable Core Parts must:

• Be identical in configuration and modification status to the delivered Part (unless otherwise agreed).
• Represent normal run‑out condition.
• Not have been subjected to excessive heat, stress, or environmental damage, including engine failure, fire, crash, water submersion, cannibalization, incorrect repair, or abnormal wear.
• Be complete and fully assembled.

Core Parts must include a removal tag specifying component details, life status, defect description, and traceability. Where applicable, updated service history/log cards must also be provided.

If a Core Part is found to be Beyond Economical Repair (BER) or Beyond Physical Repair (BPR), and the Customer fails to provide an acceptable Core Part or any replacement therefore, within the agreed timeframe, additional charges shall apply including, but not limited to, the Core Part value, inspection fees and return shipping costs.

Seller may require a Core Part fee or a Core Part deposit were deemed necessary.

Overhaul Management

For any Customer Part submitted by the Customer for overhaul or repair, the Customer shall:

• Provide all relevant technical documentation.
• Disclose known defects and the reason for removal.
• Arrange and pay for transportation to Sellers’ warehouse in Borlänge, Sweden, DDP (Incoterms 2020).

Pricing is based on a basic or average scope of work, as specified in the applicable quotation, and on historical data from previously serviced units with similar reasons for removal. Turnaround times are estimates only and are based on the anticipated scope of work. Both pricing and turnaround time are subject to adjustment based on the actual condition of the unit, the work required, and the spare parts necessary for completion.

For all overhaul and repair units, a final quotation detailing the confirmed scope of work and the parts to be repaired or replaced shall be submitted to the Customer for review and approval prior to commencement of any work. No work shall be performed without such approval. Decision regarding final teardown shall be required within fourteen (14) days, unless otherwise agreed by the parties. If the terms require prepayment and payment is not received within two months, Seller is entitled to sell the Customer Part in any manner it deems appropriate, in order to cover the incurred expenses.

Delivery and Force Majeure

Seller shall use reasonable efforts to deliver the Parts bought and/or the Services ordered by the Customer within the agreed delivery time and to handle and transport all materials with due care to prevent damage.

Notwithstanding the foregoing, if any governmental authority refuses to issue, revokes, or cancels an export or import license, Seller shall have no obligation to provide the Parts or Services and shall not be liable for any compensation, damages, or losses arising from such denial, revocation, or cancellation.

Seller shall not be liable for any delay in performance or failure to deliver Parts and/or render Services caused by the Seller or by circumstances beyond its reasonable control, including, but not limited to, acts of God, natural disasters, fire, flood, epidemic or pandemic, war, civil unrest, labor disputes, strikes, governmental actions, delays in transportation, or shortages of materials or components (“Force Majeure Event”).

In the event of a Force Majeure Event, Seller shall notify the Customer as soon as reasonably practicable and shall use reasonable efforts to mitigate the impact of the delay or non-performance. Delivery dates shall be extended for a period equal to the duration of the Force Majeure Event.

Furthermore, if any governmental authority refuses to issue, revokes, or cancels an export or import license, or imposes restrictions or regulations that prevent the lawful export, import, or delivery of the Parts and/or Services, Seller shall have no obligation to provide such Parts or Services and shall not be liable for any resulting loss, damages, or costs.

The Customer shall comply with all applicable laws, regulations, and licensing requirements relating to the import, export, re-export, or use of the Parts and/or Services, and shall indemnify and hold Seller harmless from any claims, fines, or penalties arising from failure to do so.

Warranty and Return Policy

Unless otherwise stated:

• New, Serviceable, Repaired, and Overhauled components are warranted for six (6) months or three hundred (300) flight hours, whichever occurs first.
• For overhaul/repair services, Seller shall extend the warranty provided by the performing facility if such warranty is longer than six (6) months or three hundred (300) flight hours, whichever occurs first.

Return Material Authorization (RMA)

All returns require prior written authorization. The Customer must request a RMA within fourteen (14) days from delivery of the Part to the Customer and provide invoice number, part number, serial number, and a detailed reason for return.

The returned Part must be:

• In the same condition as delivered.
• Properly preserved and packaged.
• Accompanied by all original documentation including the RMA.

Shipping, handling, insurance, and transportation costs are the responsibility of the Customer, and risk of loss remains with the Customer until acceptance by Seller.

Seller may, at its sole discretion, repair, replace, or refund the returned Part.

Order cancellations, unauthorized returns, or serviceable returns, may be rejected or subject to a 20% restocking fee.

Refund Recipient

Any refund shall only be issued to the Customer named on the invoice. No refunds shall be made to subsequent Customers or transferees.

Limitations of Liability

Notwithstanding anything to the contrary in this Agreement, including but not limited to any of the indemnities and liabilities specifically referred to elsewhere in this Agreement, applicable law (to the extent permissible), or otherwise, The Seller shall not in any event be liable in respect of any indirect, special or consequential cost, loss or damage including, but not limited to, loss of use, or loss of profit or revenue, or loss of production, or loss of power, or costs of capital, or costs connected with interruption of operation.

Notwithstanding anything to the contrary in this Agreement, applicable law or otherwise, the Seller’s total liability to compensate Customer for cost, loss, or damages for whatever reason (including damage caused by breach of contract, tort or statutory duty and whether by means of indemnification, liquidated damages or otherwise), shall not in aggregate exceed one hundred thousand (100.000) Euro.

Applicable law

This Agreement shall in all respects be governed by Swedish law.

Arbitration

Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (SCC).

The arbitral tribunal shall be composed of three arbitrators/a sole arbitrator as the SCC decides.

The seat shall be Stockholm.

The language to be used in the arbitral proceedings shall be English.