ePlane Fulfillment - Terms of Service

Last update: July 2020

ePlane USA Inc. and its affiliates (referred to here as "ePlane", "we", "us", "our") provides its Services (as hereafter defined) to you through its website located at https://www.eplane.com/ (the "Website") and related services subject to its Terms of Use and to the following Terms of Service (as amended from time to time, the "Terms of Service" or "TOS"). The following TOS set forth the legally binding terms governing your use of the ePlane Fulfillment Services (the "Services"). Your right to use the Services is expressly conditioned on acceptance of these Terms of Service together with the Terms of Use and the Privacy Policy which are hereby incorporated by reference into these Terms of Service. ePlane reserves the right to modify these Terms of Service at any time. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of any updated version of the Terms of Service.

1. The Services.

1.1. You wish to buy airplane parts (the "Goods") from different suppliers (the "Vendor(s)") (the "Services").

1.2. You may, from time to time, instruct or issue a request through ePlane system to enter into a procurement process of such Goods from Vendors, and such Goods, following their purchase from the Vendor, shall be immediately sold by ePlane to You all in accordance with these TOS (the "Deal").

1.3. The Purchase of the Goods by ePlane from the Vendors is made on the basis and subject to the fact that ePlane will be selling the Goods to You, on on a back-to-back basis, and in accordance with these Terms of Service.

2. Your undertakings.

You represent that:

2.1. You shall send an irrevocable written instruction to ePlane to purchase any Goods available on the Platform or directly from any Vendor (the "Instruction") and such Instruction shall include the right to enter into the Purchase Agreement, as defined below, and any document required to make such purchase. The Instruction shall be signed by You and accepted in writing by ePlane. The purchase agreement (or the main terms of such agreement if it cannot be disclosed or signed) and any other document related to the purchase of Goods by ePlane (the "Purchase Agreement") to be signed between ePlane and the Vendor, will be incorporated by reference into these Terms of Service. ePlane’s obligations with respect to such purchase shall be deemed as Your obligations without the need of any further action by ePlane or by You.

2.2. You shall fully comply with the terms of the Purchase Agreement. Any breach or non-compliance with the terms of the Purchase Agreement shall be deemed a breach of these TOS.

3. Compensation.

3.1. In consideration of the performance of the Services by ePlane under these TOS, ePlane shall be entitled to receive a service fee to be set by ePlane, and updated from time to time (the "Commission") The Commission will be added to the price paid by ePlane in accordance with the Deal's details (the "Commission").

3.2. Unless otherwise determined in any Instruction, the terms of payment shall be in accordance with in the Purchase Agreement.

3.3. Commissions shall be payable to ePlane together with the payment of the Goods.

3.4. It is hereby clarified that ePlane's entitlement for Commission, in accordance with the terms hereof, shall survive termination or expiration of these TOS.

4. Termination.

These TOS shall apply until full completion of both parties' rights and obligations under these TOS. Notwithstanding the above, either party may terminate these TOS, for any reason upon a 30 (thirty) days prior written notice to the other party. Any outstanding Instruction shall survive the termination or expiration of these TOS.

5. Confidentiality.

Either party may have access to certain non-public proprietary, confidential and/or trade secret information of the other party, whether furnished before or after the date hereof, and regardless of the manner in which it is furnished, which is proprietary, confidential, or competitively sensitive (together, the "Confidential Information"). The receiving party agrees not to use or disclose any Confidential Information provided by the disclosing party except for the purpose of performing its obligations under these TOS.

6. Indemnification.

6.1. You hereby covenant and agree to indemnify and to hold ePlane and its directors, employees, officers, agents, successors and assigns (collectively the "Indemnified Parties") harmless against any direct losses, damages, costs and expenses (including reasonable fees and disbursements of ePlane’s legal counsel) but excluding any indirect, consequential or similar losses, damages, costs and expenses, which the Indemnified Parties may incur or become subject to, arising from or out of any claim or liability resulting from Your breach of your contractual or legal obligations arising from any Deal, Purchase Agreement, or these TOS.

7. Disclaimer. Limitation of liability.

7.1. ePlane hereby disclaims any responsibility with respect to any claim arising from Your use or nonuse of the Goods, their quality, condition or the terms by which they were purchased.

7.2. All Services are provided on an "as is" basis, and ePlane disclaims, to the maximum extent permitted by law, all warranties with respect to the Services and/or the Goods. ePlane's role is limited to the sole procurement of Goods and/or Services and it shall not make any check of the Goods, the Vendor or any other issue regarding such Deal.

7.3. The parties agree that ePlane's liability shall be excluded regarding any claim related to the Goods. If You finds Good to be defective, ePlane's potential liability shall be limited to the Commission actually paid for the Deal for which ePlane is asked to indemnify You for.

8. Miscellaneous.

8.1. These TOS constitutes the entire agreement between the parties with respect to the matters referred to herein and supersedes any prior agreement or understanding between the parties, in respect of such subject matter.

8.2. These TOS are governed by, and shall be construed and enforced in accordance with, the Laws of the State of New York, United States of America, excluding its choice of law principles. All disputes arising out of, relating to, or in connection with these TOS, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved exclusively by the courts located in New York, New York.

8.3. The rights and obligations arising out from these TOS may not be assigned by either party without the other party's prior written consent.

8.4. These TOS may not be amended or modified, except by the written consent signed by both parties hereto.

8.5. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof.

8.6. In the event that any covenant, condition or other provision contained in these TOS is held to be invalid, void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder thereof, and shall in no way affect, impair or invalidate any other covenant, condition or other provision therein contained.