Long Term Supply Agreement

Definitions Agreement This Long Term Supply Agreement (including the Section B Purchase Terms and Conditions) and all attachments included by reference in this document. Aircraft The Aircraft identified in Attachment A, but excluding any derivatives or other aircraft that may share the same basic type certification. AOG (Aircraft on Ground) The highest priority designation to process a requirement for spare Product(s) and/or maintenance action. Indicates that an aircraft is unable to continue or be returned to service until appropriate action is taken. Authorized Service Center A third-party facility authorized by Cirrus to perform maintenance, inspections, Repair, Overhaul and/or other services on Cirrus aircraft and components thereof. Cirrus The Original Equipment Manufacturer (herein “OEM”), including any of its affiliates, subsidiaries and operating units. Cirrus Service Center A Cirrus-owned facility which performs maintenance, inspections, Repair, Overhaul and/or other services on Cirrus aircraft and components thereof. Consignment Inventory Seller owned Product(s) entrusted to the care of Cirrus. Customer The owner, operator, or lessor of a Cirrus aircraft for which Product(s) are installed. Data Relating to the Products, all engineering and tooling designs, assembly tooling designs and information, drawings, engineering specifications and information, manufacturing specifications and information, quality specifications and information, information for special dies, jigs, fixtures, equipment and patterns used for the manufacture of the Products, testing plans and results, qualification plans and results, analysis, certification documentation, manufacturing and quality planning, patterns, software, process plans, and other manufacturing information and documentation. EASA The European Aviation Safety Agency. FAA The Federal Aviation Administration of the United States of America. FAR Federal Aviation Regulations promulgated by the FAA. End User The customer paying for and taking title to the Aircraft, or Cirrus if the Aircraft is owned or otherwise put into demonstrator service by Cirrus. Exchange and Rental Inventory (Exchange) Product inventory, based at Cirrus, which may be Consigned Inventory, supported by additional inventory at Seller’s facilities, all for the said purpose of providing a lower-priced alternative Product in lieu of new inventory. Flight Hours The accumulated time intervals between aircraft wheels-off and aircraft wheels-on. Intellectual Property or IP or Proprietary Materials All inventions, discoveries, trade secrets, patentable subject matter, copyrightable subject matter, or other recognizable intellectual property right. Specifications, molds, equipment, drawings, blueprints, instruction sheets, plans, processes, techniques, models, prototypes, jigs, fixtures and other similar information, documents and objects furnished by Customer to Supplier for Supplier’s use in manufacturing the Products and Any and all Products that are specifically manufactured or engineered by Supplier on behalf of Customer Life Limits (Life Limited) A Product which has a specific time/cycle limit, as determined by the manufacturer or certificate holder, and approved by the applicable regulatory body. LRU (Line Replaceable Unit) A Product which can be readily changed on an aircraft in accordance with published data. MTBUR (Mean Time Between Unscheduled Removal) A performance figure calculated by dividing the total Product fleet Flight Hours accrued in a period by the number of Unscheduled Removals that occurred during the same period. NCFR (No Cause For Removal) The removal of a Product where no defect or failure is found by Seller which substantiates the reason for removal. NFF (No Fault Found) A removed component that is tested by the OEM resulting in no fault found. Obsolete Inventory Any Product classified as unusable by form, fit or function by Seller, Cirrus Engineering or when otherwise so decreed by mandatory government directive. Order, Purchase Order or PO A purchase order issued by Cirrus for the purchase of Products from Seller, as may be modified by a Change Order executed by both Parties Overhaul The standard established by the manufacturer of the Product. If the Product is maintained on-condition, the word Recondition would be synonymous with Overhaul. Part(s) All piece parts, components and assemblies necessary to complete the Products. PMA Parts Manufacturing Authority, as defined in the FARs. Product(s) The Seller items or products defined in Attachment A hereto or in an Order, including, without limitation, all raw materials, Parts, components, intermediate assemblies and final assemblies used in, or in connection with, the manufacture of such Products. Product Flight Hours The accumulated Flight Hours of all Products installed in an aircraft during a specified reporting period. PSA If applicable, the Product Support Agreement and all attachments Agreement” included by reference entered into between the Parties subsequent to or “PSA” the Effective Date defining additional legal, business, and financial terms between the Parties relating to support of the Aircraft after delivery to an End User. Rebuilt Describes an aircraft, airframe, aircraft engine, propeller, or appliance, using new or used parts that conform to new part tolerances and limits or to approved oversized or undersized dimensions that has undergone the following: (1) Has been disassembled, cleaned, inspected, repaired as necessary, and reassembled to the extent possible, and (2) Has been tested to the same tolerances and limits as a new item. Reliability Specification A Cirrus Engineering document detailing Product reliability requirements, methods for reliability substantiation, Products' reliability data approval, reliability monitoring, environmental and general information. This specification is for Product(s) to be installed on new development aircraft or Product(s) to be installed on existing aircraft. By its reference, the Reliability Specification and any revision thereto, are made part of this Agreement. Repair To make a Product serviceable by replacing or repairing failed or damaged Parts, and issuing the appropriate return to service tags. R & I Removal and installation of a Product, expressed in straight time labor hours or represented, demonstrated, and/or time studied at a Cirrus Service Center. Scheduled Removal The removal of the Product brought about as a result of the Product’s useful life having approached or achieved a previously defined limit or specification. Specification(s) Documents issued by Cirrus defining the technical requirements of the Products setting out, among other things, their form, fit, functions and performance requirements. Seller The manufacturer or distributor of the Product(s) being sold to Cirrus. STC Supplemental Type Certificate, as defined in the FAR. Subtier Supplier(s) Entities supplying Parts to Suppliers. Superseded Inventory Any Product(s) that remains serviceable by form, fit and function but does not embody the latest Seller design change. Supplier(s) Entities supplying Parts to Cirrus. Unscheduled Removal The removal of a Product brought about as a result of a known or suspected malfunction and/or defect in the Product. Vendor Managed Inventory (VMI)