Effective Date: March 20, 2026

PRECISION AIR POWER LLC

TERMS AND CONDITIONS

These Terms and Conditions (“Terms”) apply to all maintenance, inspection, repair, overhaul, storage, and related services (“Services”) performed by Precision Air Power LLC, an FAA certificated repair station (“Repair Station”), for the customer identified on the applicable work order or maintenance authorization (“Customer”).

Acceptance of a Work Order, written authorization, electronic authorization, or authorization to commence Services constitutes acceptance of these Terms.

DEFINITIONS

For purposes of these Terms, the following definitions apply:

“Aircraft” means any aircraft, airframe, aircraft engine, propeller, appliance, logbooks, or other article, part, equipment, or property delivered to Repair Station by or on behalf of Customer.

“Component” means any aircraft part, engine, propeller, appliance, accessory, or other article subject to Services.

“Customer” means the aircraft owner or the person or entity authorizing Services, whether as owner, operator, lessee, agent, or otherwise.

“Parties” means Repair Station and Customer, collectively.

“Party” means, as applicable, Repair Station or Customer.

“Repair Station” means Precision Air Power LLC, an FAA certificated repair station operating under 14 C.F.R. Part 145.

“Services” means all maintenance, inspection, repair, overhaul, storage, handling, testing, troubleshooting, and related services performed or arranged by Repair Station for Customer.

“Terms” means these Terms and Conditions, as may be amended in writing by Repair Station.

“Work Order” means, collectively and as a single integrated agreement: (i) any written, electronic, or oral work order, maintenance authorization, estimate approval, or other authorization under which Repair Station agrees to perform or has performed Services; (ii) the written or electronic estimate, quotation, or statement of work issued by Repair Station that describes the Services to be performed and the estimated charges therefor (the “Estimate”); (iii) any authorization, acknowledgment, or acceptance page that follows or is attached to such Estimate, including the page containing customer acknowledgments, authorizations, and signatures; and (iv) any addenda, schedules, exhibits, or supplements expressly referenced therein. The Estimate and the authorization/acknowledgment page(s) together constitute one Work Order, regardless of whether such documents are issued, approved, or signed contemporaneously.

1. AUTHORIZATION TO PERFORM WORK

Customer authorizes Repair Station to perform the Services described in the applicable Work Order, including all labor, materials, parts, testing, inspections, and subcontracted services reasonably necessary to complete the authorized work in accordance with applicable FAA regulations and approved data.

Unless otherwise expressly agreed in writing, Services that include inspections, overhauls, disassembly, teardown, or propeller strike inspections are performed on an Inspection and Repair as Necessary (IRAN) basis. Customer authorizes Repair Station to perform all labor, repairs, replacements, adjustments, inspections, testing, and related services reasonably necessary to properly perform the authorized Services and to comply with applicable FAA regulations and approved data, including the replacement of parts that are worn, damaged, unairworthy, or otherwise unsuitable for continued service, even if such work or parts were not specifically identified or itemized in a Work Order or estimate. 

Repair Station shall seek Customer approval for material changes to the scope of Services or material increases in cost beyond the original estimate, except where required to address an airworthiness or safety condition, in which case Repair Station may take reasonable action, consistent with applicable FAA regulations, to prevent unsafe operation, without assuming responsibility for the condition, airworthiness, or operation of the Aircraft.

Customer’s failure to timely respond to a request for approval may be treated as approval where delay would prevent completion of the Services in a workmanlike or regulatory‑compliant manner.

2. ESTIMATES; PRICE ADJUSTMENTS

Any estimate of cost or time to perform the Services is non‑binding and is provided in good faith based on information reasonably available to Repair Station at the time the estimate is made. Estimates are not guarantees or fixed prices.

Actual costs and time required may vary due to hidden or pre‑existing damage, regulatory or airworthiness requirements, parts availability, changes in scope, or other conditions discovered during performance of the Services.

Repair Station shall use commercially reasonable efforts to notify Customer of material changes to any estimate; however, all fees and charges are subject to equitable adjustment in the event of: (i) changes in the condition of the Aircraft or Components; (ii) additional labor, parts, or materials required; (iii) delays or unavailability of parts, materials, or equipment; (iv) supplier price increases or labor disruptions; or (v) other causes beyond Repair Station’s reasonable control.

Customer remains responsible for payment of all authorized Services performed and costs incurred in accordance with these Terms, regardless of any prior estimate.

3. TAXES

All prices, fees, and estimates provided by Repair Station are exclusive of sales, use, excise, value‑added, or similar taxes, unless expressly stated otherwise in writing.

Customer is responsible for payment of all applicable federal, state, and local taxes arising out of or relating to the Services, including without limitation Utah sales or use tax, unless Customer provides Repair Station, in advance of invoicing, with a valid and applicable tax exemption certificate issued by the State of Utah.

If any governmental authority determines that sales, use, or other taxes are due or become due with respect to the Services, whether assessed before or after completion of the Services, Customer shall promptly pay such taxes, together with any related interest or penalties, in addition to the fees and charges for the Services.

4. CUSTOMER RESPONSIBILITIES

Customer shall:

A. Provide accurate, complete, and current information regarding the Aircraft, its ownership, maintenance history, discrepancies, and operating status.

B. Timely approve or reject recommended Services and respond promptly to Repair Station requests for decisions, documentation, or information.

C. Ensure that any Customer supplied parts are airworthy, properly documented, and compliant with applicable FAA requirements.

D. Maintain required insurance coverage on the Aircraft during the period it is in the custody of Repair Station.

E. Promptly remove the Aircraft or Components upon completion of Services and pay all amounts due in accordance with these Terms.

F. Comply with all applicable laws, regulations, and airport rules while the Aircraft is at Repair Station’s facilities.

Failure to satisfy Customer responsibilities may result in delays, additional charges, suspension of Services, or storage fees.

5. DEPOSITS

A. Required Deposit. Repair Station may require a deposit prior to commencement of Services. Unless otherwise agreed in writing, the required deposit shall be fifty percent (50%) of the estimated charges, or such other amount as Repair Station reasonably determines.

B. Application of Deposit. Deposits shall be applied against the final invoice.

C. Non Refundability. Deposits are non refundable once labor has commenced or parts have been ordered specifically for Customer’s Aircraft or Component, except as required by law.

D. Failure to Pay Deposit. Repair Station may delay or suspend commencement of Services until the required deposit is received.

6. PROGRESS BILLING

A. Right to Progress Bill. For Services extending beyond thirty (30) calendar days, or involving engine overhauls, major inspections, or substantial disassembly, Repair Station may issue progress invoices at reasonable intervals.

B. Payment of Progress Invoices. Progress invoices are due and payable within ten (10) calendar days of the invoice date, unless otherwise stated in writing.

C. Condition to Continued Work. Repair Station may suspend Services if any progress invoice is not paid when due. Suspension shall not constitute a breach, and Customer remains responsible for all charges incurred to date, including storage and restart costs.

D. Application of Payments. Payments shall be applied first to interest, storage charges, and collection costs, then to the oldest outstanding invoice.

E. No Release Without Final Payment. Payment of progress invoices does not entitle Customer to release of the Aircraft or Components. Final payment of all amounts due is required prior to release.

7. PAYMENT TERMS

A. Payment Due. Payment in full is due upon completion of Services and prior to release of the Aircraft or Components, unless otherwise agreed in writing.

B. Accepted Payment Methods. Payment may be made by cash, ACH, wire transfer, or other methods approved by Repair Station.

C. No Release Without Payment. Repair Station shall not release the Aircraft or Components until all amounts due are paid in full.

8. LATE PAYMENTS

Any unpaid balance shall accrue interest at one and one half percent (1.5%) per month (18% annually), or the maximum rate permitted by law, whichever is less. Customer shall be responsible for all reasonable costs of collection, including attorney’s fees, court costs, and lien filing fees.

9. SUSPENSION OR TERMINATION OF SERVICES

Repair Station may suspend or terminate Services due to Customer’s failure to make timely payment, approve required work, or comply with these Terms. Suspension or termination does not relieve Customer of responsibility for accrued charges, storage fees, or costs incurred.

10. STORAGE FEES

A. Commencement. Storage fees begin to accrue upon the earliest of: (a) five (5) calendar days after Customer is notified that Services are complete or that the Aircraft or Components are otherwise ready for pickup; or (b) the date Services are suspended due to Customer’s failure to make timely payment, approve required work, or otherwise comply with these Terms.

B. Rate. Storage shall be charged at $40 per day, unless otherwise stated in writing.

C. Location. Storage may be indoors or outdoors at Repair Station’s discretion.

D. Nature of Charges. Storage charges constitute Services and are lienable under Utah law.

11. UTAH AIRCRAFT LIEN RIGHTS

Repair Station shall have all rights of a repairman under the Utah Aircraft Lien Act (Utah Code Title 38, Chapter 13), including the right to retain possession of the Aircraft or Components and to file and enforce a lien for unpaid Services, materials, storage, and related charges.

12. ABANDONED PROPERTY

If Customer fails to pay amounts due and retrieve the Aircraft or Components within ninety (90) days after written notice, Repair Station may treat the property as abandoned and dispose of it in accordance with Utah law, applying proceeds to outstanding balances.

13. CUSTOMER SUPPLIED PARTS

Repair Station is not responsible for the condition, airworthiness, suitability, traceability, or warranty of any Customer supplied parts. Labor required due to defective or unairworthy Customer supplied parts shall be billed to Customer.

14. NO GUARANTEE OF RETURN TO SERVICE

Repair Station does not guarantee that an Aircraft or Component will be approved for return to service. Approval depends on regulatory compliance and the condition of the Aircraft or Component.

15. MAINTENANCE RECORDS

Repair Station’s responsibility for maintenance records is limited to the Services expressly authorized and performed under the applicable Work Order.

16. DELAYS BEYOND CONTROL; GUARANTEED TURNAROUND

Repair Station is not liable for delays caused by parts availability, manufacturer backorders, unavailability of standard or non‑standard components, regulatory or airworthiness requirements, required inspections or approvals, weather, shipping or transportation delays, labor disruptions, or other causes beyond Repair Station’s reasonable control.

Any stated turnaround time, delivery date, completion estimate, or guarantee, including any advertised or described 30‑day engine overhaul commitment or similar program, is contingent upon the absence of delays beyond Repair Station’s reasonable control.

In the event that completion of the Services is delayed due to any cause described in this Section, any applicable turnaround‑time guarantee shall be suspended or rendered void for the duration of such delay, and any price reduction, discount, credit, or other compensation tied to turnaround time shall not apply.

Customer acknowledges that delays caused by the discovery of unairworthy standard or non‑mandatory replacement components, including without limitation crankcases, crankshafts, accessory cases, oil pans, or similar items, constitute delays beyond Repair Station’s reasonable control.

Repair Station shall not be liable for loss of use, loss of revenue, or downtime damages arising from storage, delays, or suspension of Services.

17. LIMITATION ON SUBCONTRACTOR LIABILITY

Repair Station shall not be responsible for the acts or omissions of third‑party vendors or subcontractors selected by Customer or required by regulatory authority, except as required by applicable law.

18. HAZARDOUS OR ENVIRONMENTAL CONDITIONS

Customer is responsible for costs associated with hazardous materials, fuel contamination, oil spills, biological contamination, or environmental remediation related to the Aircraft.

19. INDEMNIFICATION AND LIMITATION OF LIABILITY

Customer shall indemnify, defend, and hold harmless Repair Station and its owners, officers, directors, employees, agents, and representatives from and against any and all claims, demands, causes of action, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) any parts, materials, or equipment supplied by or on behalf of Customer; (ii) Customer’s instructions, approvals, or authorizations; (iii) the pre‑existing condition of the Aircraft or Components; or (iv) Customer’s ownership, operation, or maintenance of the Aircraft or Components, except to the extent caused by the gross negligence or willful misconduct of Repair Station.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, REPAIR STATION SHALL NOT BE LIABLE FOR LOSS OF USE, LOSS OF REVENUE, LOST PROFITS, OR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY.

REPAIR STATION’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM.

This indemnification obligation applies regardless of whether any claim is caused in part by Repair Station, except to the extent caused by the gross negligence or willful misconduct of Repair Station.

Nothing in this Section shall be construed to limit Customer’s indemnification obligations set forth above.

20. INSURANCE AND RISK OF LOSS

Customer is responsible for maintaining appropriate hull and aircraft liability insurance at all times during which Repair Station has possession, custody, or control of the Aircraft or Components.

Customer represents and warrants that such insurance includes, at a minimum: (a) hull insurance covering physical loss of or damage to the Aircraft; and (b) aircraft liability insurance covering bodily injury and property damage.

Upon Repair Station’s reasonable request, Customer shall use commercially reasonable efforts to cause Repair Station to be named as an additional insured with respect to operations performed under these Terms, to the extent permitted by Customer’s insurance policies.

Risk of loss remains with Customer, except to the extent caused by Repair Station’s gross negligence or willful misconduct. Repair Station’s possession, custody, control, or operation of the Aircraft does not constitute acceptance of any insurance responsibility and does not limit or affect Customer’s payment obligations, indemnification obligations, or Repair Station’s lien, retention, or collection rights under these Terms.

Failure by Customer to maintain the insurance required by this Section shall constitute a material breach of these Terms and shall entitle Repair Station, without limiting any other rights or remedies, to suspend Services until such breach is cured.

21. LIMITATION OF LIABILITY

Repair Station shall not be liable for loss of use, loss of revenue, or consequential damages. Repair Station’s total liability shall not exceed the amount paid by Customer for the specific Services giving rise to the claim. Nothing in this Section shall be construed to limit Customer’s indemnification obligations.

22. WARRANTY DISCLAIMER

Repair Station warrants any overhauled engine for the Aircraft solely in accordance with the terms, conditions, exclusions, and limitations set forth in the Precision Air Power LLC Limited Warranty, which is hereby incorporated into these Terms by reference as Exhibit 1 and made a part hereof as if fully set forth herein. The Limited Warranty is available at https://precisionairpower.com/limited-warranty.

EXCEPT AS EXPRESSLY SET FORTH IN EXHIBIT 1 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, REPAIR STATION DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ALL SERVICES AND WORK PERFORMED.

No statement, recommendation, description, or representation made by Repair Station or its employees, agents, or representatives—whether oral or written—shall be deemed to create any warranty or expand the scope of the Limited Warranty unless expressly set forth in Exhibit 1.

Customer acknowledges that the Limited Warranty is publicly available at the foregoing website address and that Customer has had the opportunity to review the Limited Warranty prior to authorizing Services.

The version of the Limited Warranty in effect as of the date of the applicable Work Order shall apply unless Repair Station expressly agrees otherwise in a written document signed by an authorized representative of Repair Station.

23. REGULATORY COMPLIANCE

All Services are performed in accordance with applicable FAA regulations, including 14 C.F.R. Parts 43 and 145. Nothing in these Terms alters FAA regulatory responsibilities.

24. FORCE MAJEURE. 

Repair Station is not liable for failure or delay caused by events beyond its reasonable control.

25. WAIVER OF JURY TRIAL

The parties knowingly and voluntarily waive any right to trial by jury in any dispute arising out of these Terms or the Services.

26. ORDER OF PRECEDENCE

In the event of any conflict or inconsistency between a Work Order and these Terms, these Terms shall control unless Repair Station expressly agrees otherwise in a written document signed by an authorized representative of Repair Station.

27. ADDENDA; INCORPORATION BY REFERENCE

Any addendum, supplement, or exhibit expressly referenced in a Work Order or otherwise agreed to in writing by Repair Station is hereby incorporated into these Terms by reference and shall be deemed part of these Terms with the same force and effect as if fully set forth herein.

Without limitation, the following addenda, when expressly referenced in the applicable Work Order, are incorporated by reference and made part of these Terms: (a) the 30‑Day Engine Overhaul Commitment Addendum, available at: https://precisionairpower.com/30-day-overhaul-addendum; and (b) the Flight Test and Break‑In Addendum, available at: https://precisionairpower.com/flight-test-addendum. 

Customer acknowledges that each such addendum is publicly available at the applicable website address and that Customer has had the opportunity to review any addendum incorporated into the applicable Work Order prior to authorizing Services.

The version of any incorporated addendum in effect as of the date of the applicable Work Order shall apply unless Repair Station expressly agrees otherwise in writing.

In the event of any conflict or inconsistency between these Terms and any incorporated addendum, the addendum shall control solely with respect to the specific subject matter expressly addressed therein.

28. GOVERNING LAW AND VENUE

These Terms, together with the applicable Work Order and any exhibits expressly referenced herein, shall be governed by and construed in accordance with the domestic laws of the State of Utah, without giving effect to any choice‑of‑law or conflict‑of‑law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Utah.

Each of the Parties irrevocably agrees that any legal action or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Salt Lake County, Utah, and each Party hereby irrevocably submits to the personal jurisdiction and venue of such courts.

Each Party waives any objection based on lack of personal jurisdiction, improper venue, or forum non conveniens, and agrees that service of process may be effected in any manner permitted by applicable law, regardless of whether the Party is a resident of or domiciled in the State of Utah at the time an action is commenced.

The Parties agree that Utah law shall apply regardless of whether a claim sounds in contract, tort, statute, or equity.

29. BINDING EFFECT; ASSIGNMENT

These Terms shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

Customer may not assign or transfer these Terms or any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Repair Station. Repair Station may assign these Terms without Customer’s consent in connection with a merger, sale of assets, or similar transaction.

30. NO PARTY DEEMED DRAFTER

These Terms shall be deemed to have been jointly prepared by the Parties, and no provision shall be construed against any Party on the ground that such Party drafted or proposed such provision.

31. OPPORTUNITY TO SEEK COUNSEL

Each Party acknowledges that it has had the opportunity to review these Terms, to ask questions regarding them, and to consult with counsel of its choosing prior to entering into these Terms.

32. AUTHORITY

The person or entity authorizing Services represents and warrants that it has full authority to bind the Customer to these Terms and that no further consent, approval, or authorization is required to make these Terms a valid and binding obligation of the Customer.

Repair Station may rely conclusively on the authority of any person who authorizes Services, delivers the Aircraft or Components, or approves work on behalf of Customer, and Customer shall be responsible for all acts and omissions of such persons.

33. ATTORNEY’S FEES AND COSTS

Each Party shall bear its own attorneys’ fees and costs incurred in connection with entering into these Terms, together with the applicable Work Order and any exhibits expressly referenced herein. In any action, suit, or proceeding arising out of or relating to these Terms, together with the applicable Work Order and any exhibits expressly referenced herein, or the Services, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in enforcing or defending its rights under these Terms.

34. WAIVER

No failure or delay by any Party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof.

No waiver of any provision of these Terms shall be effective unless in writing and signed by the Party against whom the waiver is asserted.

35. BAILMENT DISCLAIMER

Customer acknowledges that Repair Station’s possession of the Aircraft or Components constitutes a limited bailment for the purpose of performing the Services only and does not create a bailment for hire or impose insurer‑like obligations on Repair Station.

36. NOTICES

Notices to Customer shall be sent to the physical or email address provided by Customer in the applicable Work Order or otherwise on file with Repair Station.

Customer is responsible for keeping its contact information current, and Repair Station may rely on the most recent contact information provided by Customer.

Notwithstanding the foregoing, any notice actually received shall be deemed effective regardless of the method of delivery.

This Section governs notices sent to Customer and does not require Customer to provide notice to Repair Station except as expressly stated elsewhere in these Terms.

37. CONFIDENTIALITY

Customer agrees to keep confidential all non‑public information of Repair Station received in connection with the Services or any Work Order, including without limitation pricing, estimates, repair methods, technical data, reports, and the terms, conditions, and existence of the Work Order and these Terms (“Confidential Information”). Customer shall use such Confidential Information solely for purposes of receiving the Services and shall not disclose it to any third party without Repair Station’s prior written consent, except to the extent required by law, regulation, court order, or governmental authority (including the FAA), or to Customer’s insurers or professional advisors who have a need to know.

This confidentiality obligation does not apply to information that is publicly available through no fault of Customer, lawfully known to Customer prior to disclosure, lawfully obtained from a third party without restriction, or independently developed without use of the Confidential Information. Customer’s confidentiality obligations shall survive completion of the Services for three (3) years.

38. SURVIVAL

Any provisions of these Terms that by their nature are intended to survive completion of the Services or termination of these Terms shall survive, including without limitation provisions relating to payment, storage, liens, indemnification, limitation of liability, insurance, governing law, venue, attorney’s fees, confidentiality, and dispute resolution.

39. ENTIRE AGREEMENT

These Terms, together with the applicable Work Order and any exhibits expressly referenced herein, constitute the entire and integrated agreement between the Parties with respect to the subject matter hereof.

There are no understandings, agreements, representations, or warranties—whether oral or written—among the Parties regarding the subject matter of this Agreement other than as expressly set forth herein. All prior or contemporaneous communications, negotiations, and understandings concerning the subject matter of this Agreement are hereby superseded.

Each Party acknowledges that it has not relied upon any statement, representation, promise, or inducement not expressly set forth in this Agreement.

No amendment, modification, or waiver of this Agreement shall be effective unless it is in writing and signed by an authorized representative of Repair Station.

These Terms are intended to serve as the master and continuing terms governing all Services performed by Repair Station for Customer, whether performed before, on, or after the date of execution of any individual Work Order, unless Repair Station expressly agrees otherwise in a written document signed by an authorized representative of Repair Station.

These Terms supersede and replace all prior terms and conditions, master service agreements, work order terms, or similar contractual provisions previously issued by or agreed to between Repair Station and Customer relating to the Services, except to the extent that a prior written agreement expressly states that it survives and continues to govern notwithstanding the execution of these Terms.

40. SEVERABILITY

If any provision of these Terms is determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable under any present or future law, such provision shall be severed or limited to the minimum extent necessary to render it valid and enforceable, and the remainder of these Terms shall continue in full force and effect to the maximum extent permitted by law.

The Parties acknowledge that they would have entered into these Terms absent any provision that may be determined to be illegal, invalid, or unenforceable.