1.

APPLICABILITY

Unless and to the extent that a separate contract executed between the procuring party (“Buyer”) and Honeywell International Inc., acting through Honeywell Aerospace Trading (“Honeywell”) applies, any purchase order (“Order”) covering the sale of any product (“Product”) will be governed solely by these Conditions of Sale, whether or not these Conditions of Sale are referenced in the Order.  Except as provided in the “Buyer’s Orders” section below, all provisions on Buyer’s Order and all other documents submitted by Buyer are expressly rejected.  Honeywell will not be deemed to have waived these Conditions of Sale if it fails to object to provisions submitted by Buyer.  Buyer’s silence or acceptance or use of Products is acceptance of these Conditions of Sale.  Any modification or addition to these Conditions of Sale must be in writing and signed by an authorized representative of Buyer and Honeywell.  Honeywell reserves the right to reject any Order submitted for its acceptance.

2.

BUYER’S ORDERS

Orders should specify:  (1) Purchase Order number; (2) Honeywell’s part number; (3) requested delivery dates; (4)price; (5) quantity; (6) location to which the Product is to be shipped; (7) method of shipment and freight account (must be provided in order to avoid delays in shipments); and, (8) location to which invoices will be sent for payment.  Buyer’s Orders are subject to Honeywell’s minimum order requirements, if any, and Honeywell’s acceptance.  Honeywell reserves the right to limit order quantities for certain Products.  Honeywell’s order acknowledgment will not constitute acceptance.  Any additional or conflicting terms on an Order will not apply unless specifically agreed to in writing by Honeywell.

3.

DELIVERY

Delivery terms are EXWORKS (Incoterms 2000), Honeywell’s facility.  Honeywell will schedule delivery in accordance with its standard lead time unless Buyer’s Order requests a later delivery date or Honeywell agrees in writing to an earlier delivery date.  Buyer will pay all transportation costs (including insurance and customs duties) and for any claims to be filed with the carrier.  If Honeywell prepays transportation charges, Buyer will reimburse Honeywell upon receipt of an invoice for those charges.  Title and risk of loss or damage will pass to Buyer when Honeywell places Product at Buyer’s disposal at Honeywell’s facility, except that title and risk of loss or damage to all Product shipped via air freight directly to Buyers located outside of the United States of America will pass to the Buyer immediately after such time as the Products first leave the overlying airspace of the United States.  Honeywell reserves the right to impose additional charges for any special routing, packing, labeling, handling or insurance requested by Buyer.

4.

ACCEPTANCE

Products are presumed accepted unless Honeywell receives written notice of rejection from Buyer explaining the basis for rejection within 10 calendar days after delivery and Buyer dispositions the Product to Honeywell in accordance with Honeywell’s written instructions.  Honeywell will have a reasonable opportunity to repair or replace rejected Product, at its option.  Subject to the terms of the Article titled “Taxes”, Honeywell assumes shipping costs in an amount not to exceed actual reasonable direct freight charges to Honeywell’s designated facility to return properly rejected Products.  Buyer will provide copies of freight invoices to Honeywell upon request.  Following initial delivery, the party initiating shipment will bear the risk of loss or damage to Products in transit.  If Honeywell reasonably determines that rejection was improper, Buyer will be responsible for all expenses caused by the improper rejection.

5.

CHANGES

Honeywell may, without notice to Buyer, incorporate changes to Products that do not alter form, fit or function of the Products.  Honeywell may, at its sole discretion, also make such changes to Products previously delivered to Buyer.

6.

PRICES AND PAYMENTS

Prices for each Product are stated in United States currency and are valid for Products shipped from January 1, 2010 through December 31, 2010 unless stated otherwise.  Honeywell reserves the right to correct any inaccurate invoices and to change prices.  Payment must be received by Honeywell 30 calendar days from date of invoice.  Payment(s) must be made in United States currency and must be accompanied by remittance detail containing at a minimum the invoice number and amount paid per invoice.  Payments must be in accordance with the “Remit To” field on each invoice.  Honeywell may without notice to Buyer, modify or withdraw credit terms including, but not limited to, requiring advance payment, guarantees, or other security.  If Buyer is delinquent in its payment to Honeywell, then until all delinquent amounts are paid:  (1) Honeywell will be relieved of its obligations with respect to guarantees, including without limitation, turnaround times, spares support and delivery lead times; (2) refuse to process any credit to which Buyer may be entitled; (3) set off any credit or sum owed by Honeywell to Buyer against any undisputed amount owed by Buyer to Honeywell; (4) withhold future shipments to Buyer; (5) declare Buyer’s performance in breach and terminate any Order; (6) repossess Products for which payment has not been made; (7) deliver future shipments on a cash-with-Order or cash-in-advance basis; (8) charge interest on delinquent amounts at a rate of 1.5% per month or the maximum rate permitted by law, if lower, for each month or part thereof; (9) charge storage or inventory carrying fees on Products; (10) recover all costs of collection including, without limitation, reasonable attorneys’ fees; (11) if Buyer is delinquent on a payment schedule, accelerate all remaining payments and declare the total outstanding balance then due and owing; or (12) combine any of the above rights and remedies as may be permitted by applicable law.  The above remedies are in addition to all other remedies available at law or in equity.

7.

SETOFF

Buyer will not set off or recoup invoiced amounts or any portion thereof against sums that are due or may become due from Honeywell, its parents, affiliates, subsidiaries or other divisions or units.

8.

PRODUCT WARRANTY

“Nonconformance” means failure to comply with, or failure to operate due to noncompliance with, applicable Honeywell drawings or having defects in workmanship or material solely as pertains to Honeywell Products.  Normal wear and tear and the need for regular overhaul and periodic maintenance do not constitute a nonconformance.

For the purposes of this section the term Product includes end items, including its line replaceable units and components, including those returned for exchange.

Products that are normally consumed in operation or which have a normal life inherently shorter than the foregoing warranty period including, but not limited to, consumables (e.g., flashtubes, lamps, batteries, storage capacitors) are not covered under this warranty.

Products sold in certified condition are warranted for one year except for Electromechanical and Hydromechanical Devices sold in certified condition, which are only warranted for six months.  Honeywell warrants that certified products are recertified in accordance with the OEM’s Component Maintenance Manual.  All other warranty durations are as set forth in the Article 9 table entitled, “Provisions by Condition” below based on the condition of the Product as indicated by Honeywell.

Buyer must notify Honeywell in writing of the Nonconformance of any Product within the warranty period, and the nonconforming product must be received back by Honeywell not to exceed ten (10) business days of issuance of Honeywell’s return materials authorization (“RMA”).  Products sold in As Removed condition or in As-Is condition are not eligible for any warranty consideration.  Repair by Buyer or any other party of any Product without a valid return RMA issued by Honeywell to Buyer is a breach of this warranty by Buyer.

Honeywell’s obligation and Buyer’s sole remedy under this warranty is repair or replacement, at Honeywell’s election, of any Product Nonconformance.  All Products repaired or replaced are warranted only for the unexpired portion of the original warranty period.

Honeywell assumes round trip shipping costs for Nonconforming Products in an amount not to exceed actual reasonable direct freight charges to and from Honeywell’s nearest warranty repair facility for such Products.  Buyer will provide copies of freight invoices to Honeywell upon request.  Round trip shipping costs expressly exclude freight forwarding charges, taxes, duties and Tariffs.  The party initiating transportation bears the risk of loss or damage to Products in transit.  If Honeywell reasonably determines that a Nonconformance does not exist, then Buyer will pay all expenses related to the improper return including, but not limited to, diagnostic and shipping charges.

Honeywell will not be liable under this warranty if the Product has been exposed or subjected to any:  (1) maintenance, repair, installation, handling, packaging, transportation, storage, operation or use that is improper or otherwise not in compliance with Honeywell’s instruction; (2) Product alteration, modification or repair by anyone other than Honeywell or those specifically authorized by Honeywell; (3) accident, contamination, foreign object damage, abuse, neglect or negligence after shipment to Buyer; (4) damage caused by failure of a Honeywell-supplied Product not under warranty or by any hardware or software not supplied by Honeywell; (5) use of counterfeit or replacement parts that are neither manufactured nor approved by Honeywell for use in Honeywell-manufactured Products.

Honeywell has no obligation under this warranty unless Buyer maintains records that accurately document operating time, maintenance performed and the nature of the unsatisfactory condition of Honeywell’s Product.  Upon Honeywell’s request, Buyer will give Honeywell access to these records for substantiating warranty claims.

THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.  IN NO EVENT WILL HONEYWELL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NO EXTENSION OF THIS WARRANTY WILL BE BINDING UPON HONEYWELL UNLESS SET FORTH IN WRITING AND SIGNED BY HONEYWELL’S AUTHORIZED REPRESENTATIVE.

9.

PROVISIONS BY CONDITION

10.

EXCUSABLE DELAY OR NONPERFORMANCE

Honeywell will not be liable to Buyer for any failure to meet its obligations due to any cause beyond its reasonable control including, but not limited to:  government embargoes or any other government acts that interfere with performance; blockades; seizure or freeze of assets; delays or refusals to grant an export license or the suspension or revocation thereof; fires, floods, severe weather conditions; any other acts of God, quarantines or regional medical crisis; labor strikes or lockouts; riots, strife, insurrection, civil disobedience, armed conflict, terrorism or war, declared or not, or impending threat of any of the foregoing, if reasonably expected to cause injury to people or property; and shortages or inability to obtain materials or components.  The due date of any performance affected by such an event will be extended by the period of time that Honeywell is actually delayed.  If the inability to perform continues for longer than 6 months, either party may terminate the affected Order by providing written notice to the other party.

11.

CANCELLATION

Buyer may cancel any Order or portion of an Order by giving Honeywell written notice specifying the detailed reason for the cancellation only if:  (1) Honeywell fails to correct a breach of these Conditions of Sale within 90 calendar days of written notice from Buyer of the breach; or (2) any insolvency or suspension of Honeywell’s operations or any petition filed or proceeding commenced by or against Honeywell under any state or federal law relating to bankruptcy, arrangement, reorganization, receivership or assignment for the benefit of creditors.

12.

DISPUTES

Any dispute arising out of or relating to these Conditions of Sale, including the breach, termination or validity thereof (“Dispute”), will be finally resolved by arbitration.  The arbitration will be conducted in English.

If Buyer is incorporated in the United States, a single arbitrator will apply the Center for Public Resources Institute for Dispute Resolution Rules for Non-Administered Arbitration then currently in effect to finally resolve the Dispute.  The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. secs. 1-16, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.  The place of arbitration will be New York City, New York.

If Buyer is not incorporated in the United States, a panel of three arbitrators will apply the International Chamber of Commerce (“ICC”) Rules for Arbitration to finally resolve the Dispute.  The place of arbitration will be Brussels Belgium.

Any award will be payable in U.S. dollars, and judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.  Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved.  Either party also may, without waiving any remedy under these Conditions of Sale, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party pending the arbitrator’s determination of the merits of the controversy.

If any dispute, or response to any dispute, includes an allegation that potentially concerns whether any intellectual property right owned, controlled or licensable by either party is invalid, unenforceable or infringed or misappropriated, or is otherwise limited in scope or application, then either party may, in its sole discretion, elect to have that dispute adjudicated before a court of competent jurisdiction and this section will not be binding on either party with respect to that dispute in its entirety or any related dispute, including any portions of a dispute that do not concern intellectual property rights.

13.

APPLICABLE LAW

These Conditions of Sale will be governed by the laws of the State of New York, U.S.A. without regard to conflict of law principles.  The United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto, will not apply.

14.

LIMITATION OF LIABILITY

IN NO EVENT WILL HONEYWELL BE LIABLE FOR ANY INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INDIRECT DAMAGES, LOSS OF PROFITS, LOSS OF REVENUES, OR LOSS OF USE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.  HONEYWELL’S LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS ORDER IS LIMITED TO THE ORDER PRICE FOR THE SPECIFIC PRODUCT THAT GIVES RISE TO THE CLAIM.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE LIMITATIONS AND EXCLUSIONS WILL APPLY REGARDLESS OF WHETHER LIABILITY ARISES FROM BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), BY OPERATION OR LAW, OR OTHERWISE.

15.

NONDIDISCLOSURE AND NON-USE OF HONEYWELL’S CONFIDENTIAL DATA AND INFORMATION

These Conditions of Sale do not supersede any confidentiality agreement executed by Buyer and Honeywell that otherwise applies to Products, services, technical data or other information delivered in connection with an Order. In the absence of such an agreement, Buyer may use Honeywell’s confidential information only in the normal operation of Honeywell’s Products.  Further, Buyer may disclose Honeywell’s confidential information only on a need-to-know basis, will protect against inadvertent disclosure, and will not disclose such information to any third party without Honeywell’s prior written consent.

16.

INDEMINDEMNITY AGAINST PATENT AND COPYRIGHT INFRINGEMENT

Honeywell will defend Buyer against any suit arising out of any actual or alleged patent or copyright infringement of a valid United States patent or copyright, but only with respect to Products where Honeywell is the OEM, to the extent based on the Product as delivered by Honeywell, and indemnify for any final judgment assessed against Buyer resulting from such suit provided that Buyer notifies Honeywell as soon as it is aware of the third-party claim, and agrees to give sole and complete authority, information and assistance (at Honeywell’s expense) for the defense and disposition of the claim.  Honeywell will not be responsible for any compromise or settlement made without Honeywell’s prior written consent.

Honeywell will have no obligation or liability with respect to:  (1) Products provided pursuant to Buyer’s designs, drawings or manufacturing specifications; (2) Products used other than for their ordinary purpose; (3) claims of infringement resulting from combining any Product furnished hereunder with any article not furnished by Honeywell; or (4) any modification of the Product other than a modification by Honeywell.  Because Honeywell has exclusive control of resolving infringement claims hereunder, in no event will Honeywell be liable for Buyer’s attorney fees or costs.

Further, Buyer agrees to indemnify and defend Honeywell to the same extent and subject to the same restrictions set forth in Honeywell's obligations to Buyer as set forth in this "Indemnity Against Patent and Copyright Infringement" section for any suit against Honeywell based upon a claim of infringement resulting from (1), (2), (3), or (4) of the preceding paragraph.

If a claim is brought or if Honeywell believes that a claim is likely, Honeywell may, at its option, and at its expense, (1) procure for Buyer the right to continue using the Product; (2) replace or modify the Product so that it becomes non-infringing; or (3) accept return of the Product or terminate Buyer’s license to use the allegedly infringing Product and grant Buyer a credit for the purchase price or license fee paid for such Product, less a reasonable depreciation for use, damage, and obsolescence. Further, Honeywell may cease shipping the subject Products without being in breach of these Conditions of Sale.

Any liability of Honeywell under this "Indemnity Against Patent and Copyright Infringement" is subject to the provisions of the "Limitation of Liability" section of these Conditions of Sale.

This "Indemnity Against Patent and Copyright Infringement" section states the parties’ entire liability, sole recourse and their exclusive remedies with respect to infringement. All other warranties against infringement of any intellectual property rights, statutory, express, or implied are hereby disclaimed.

17.

SOFTWARE LICENSE

“Licensed Software” means software, including all related updates, changes, revisions and documentation, if any, that Buyer is entitled to use under these Conditions of Sale and which is not subject to a separate software license between the parties.

Subject to Buyers compliance with these Conditions of Sale, Honeywell grants to Buyer and Buyer accepts a nontransferable, nonexclusive license, without the right to sublicense to use the Licensed Software in the ordinary and normal operation of the Product on which it is installed or with which it is intended to be used under this license.

Honeywell (and its licensors, if applicable) retains all title to the intellectual property related to all material and software provided under these Conditions of Sale.

Buyer may transfer its license to use the Licensed Software to a third party only in conjunction with Buyers sale of any Honeywell or Buyer Product on which the Licensed Software is installed or with which it is used.  Buyer’s transfer of the Licensed software as authorized herein must be under terms consistent with and no less stringent than the terms set forth in these Conditions of Sale.  Except as specifically permitted in these Conditions of sale, the Licensed Software may not be sub-licensed, transferred or loaned to any other party without Honeywell’s prior express written consent.

Unless specifically authorized by Honeywell in writing, Buyer is prohibited from making copies of Licensed Software except for backup purposes.  Buyer will reproduce and include all Honeywell proprietary and copyright notices and other legends both in and on every copy made.

Buyer may not directly or indirectly make any effort to deconstruct the software provided, including, but not limited to translating, decompiling, disassembling, reverse assembling, reverse engineering, creating derivative works or compilations, or performing any other operation to obtain any portion of its contents.  Buyer will take all reasonable actions necessary to prevent unauthorized access, disclosure or use of the software provided.

Notwithstanding the warranties provided elsewhere herein, Buyer acknowledges that Licensed Software may be product, aircraft or sensor specific and, as such, may require reasonable adjustment or refinement to suit Buyer’s specific requirements. Subject to the receipt of adequate written notice and reasonable aid from Buyer, Honeywell will make reasonable, commercial efforts to accomplish reasonable adjustments or refinements for up to 90 calendar days after initial delivery of the Licensed Software.

Except as expressly granted herein, no license or right, including sublicensing rights, either expressly, implicitly, by estoppel, conduct of the parties, or otherwise, is granted by Honeywell to Buyer.

18.

SPECIAL TOOLING AND DATA

Honeywell owns all rights to all specifications, drawings, engineering instructions, data, material, equipment, software, processes, facilities and tooling, including, but not limited, to jigs, dies, fixtures, molds, patterns, taps, gauges, test equipment, manufacturing aids and replacements items, now existing or hereafter created, except to the extent that title is specifically transferred in writing from Honeywell to Buyer.

19.

EXPORT

Honeywell will apply for United States Government export authorizations required for delivery of any goods, services or technical data under an Order.  Buyer will promptly provide all information required by Honeywell to complete the authorization application.  Buyer will apply for all other necessary import, export or re-export approvals.  Buyer will comply with all applicable export and import control laws and regulations, including the United States Export Administration Regulation (EAR) and the United States International Traffic in Arms Regulations (ITAR), and will retain documentation evidencing such compliance.  Buyer is aware that U.S. export law may impose restrictions on Buyer’s use of the goods, services, or technical data, or on their transfer to third parties.  Buyer will immediately notify Honeywell and cease distribution activities with regard to the transaction in question if Buyer knows or has a reasonable suspicion that the Products technical data, plans, or specifications may be redirected to other countries in violation of export control laws.

Honeywell will not be liable to Buyer for any breach resulting from Government actions which impact Honeywell’s ability to perform, including but not limited to:  (1) refusal to grant export or re-export license; (2) cancellation of export or re-export license; (3) any subsequent interpretation of United States export laws and regulations, after the date of Honeywell’s acceptance of an Order, that limits or has a material adverse effect on the cost of Honeywell’s performance under an Order; or (4) delays due to Buyer’s failure to follow applicable import, export, transfer, or re-export laws and regulations.

If Buyer designates the freight forwarder to be used for export shipments from the United States, then Buyer’s freight forwarder will export on Buyer’s behalf and Buyer will be responsible for any failure of Buyer’s freight forwarder to comply with all applicable export requirements. Honeywell will provide Buyer’s designated freight forwarder with required commodity information.

20.

TAXES

Honeywell’s pricing excludes all taxes (including, but not limited to, sales, use, excise, value-added or other similar taxes), duties and charges (collectively, “Taxes”).  Buyer will pay all Taxes resulting from an Order or Honeywell’s performance, whether imposed, levied, collected, withheld or assessed now or later.  If Honeywell is required to impose, levy, collect, withhold or assess any taxes on any transaction under an Order, then in addition to the purchase price, Honeywell will invoice Buyer for the taxes unless, at the time of Order placement, Buyer furnishes Honeywell with an exemption certificate or other documentation sufficient to verify exemption from the taxes.

If any Taxes are required to be withheld from amounts paid or payable to Honeywell under an Order:  (1) such withholding amount will not be deducted from the amounts due Honeywell as originally priced; (2) Buyer will pay the Taxes on behalf of Honeywell to the relevant taxing authority in accordance with applicable law, and (3) Buyer will forward to Honeywell within 60 days of payment proof of Taxes paid sufficient to establish the withholding amount and the recipient.

In no event will Honeywell be liable for Taxes paid or payable by Buyer.

21.

NOTICES

Every notice between the parties relating to an Order will be made in writing and, if to Buyer, to Buyer’s authorized representative or, if to Honeywell, to Honeywell’s authorized representative. Notices will be deemed received when delivered either:

1.    - Two (2) calendar days after mailing by certified mail, return receipt requested and postage prepaid; or,

2.    - One (1) business day after deposit for next day delivery with a commercial overnight carrier provided the carrier obtains a written verification of receipt from the receiving party.

All notices must be addressed as follows:

Honeywell:  Honeywell Aerospace Trading, 1944 E Sky Harbor Circle, M/S 2H29A2, Phoenix, AZ 85034, Attn:  HAT Leader

Buyer Address:  Buyer’s address on the Order or to Buyer’s purchasing representative

22.

GENERAL PROVISIONS

Assignment.  Buyer will not assign any rights nor delegate any obligations under an Order or any portion thereof without Honeywell’s advance, written consent which will not be unreasonably withheld.  Any attempt to assign or delegate in violation of this section will be void.

Waiver.  Failure of either party to enforce at any time any of the provisions of these Conditions of Sale will not be construed to be a continuing waiver of any provisions hereunder.

Severability.  If any provision of these Conditions of Sale is determined to be illegal, invalid, or unenforceable by an arbitrator appointed in accordance with the Disputes section of these Conditions of Sale or court of competent jurisdiction, the remaining provisions will remain valid and enforceable and, in lieu of the illegal, invalid, or unenforceable provision, there will be added as part of these Conditions of Sale one or more provisions as similar in terms as may be legal, valid and enforceable under applicable law.

Third Party Beneficiaries.  Except as expressly provided to the contrary in these Conditions of Sale, the provisions of these Conditions of Sale are for the benefit of the parties to these Conditions of Sale only and not for the benefit of any third party.

Independent Contractor.  The parties acknowledge that they are independent contractors and no other relationship, including without limitation partnership, joint venture, employment, franchise, master/servant or principal/agent is intended by these Conditions of Sale.  Neither party has the right to bind or obligate the other.

Headings.  Headings and captions are for the convenience of reference only and do not alter the meaning or interpretation of these Conditions of Sale.

Commercial Use.  Buyer represents and warrants that all purchases of Products hereunder will not be used in the performance of a contract or subcontract with any government in a manner so as to affect Honeywell rights to data, technology, software or other intellectual property supplied by Honeywell.

Survival.  All rights, duties and obligations which by nature should apply beyond the term of Honeywell’s obligations under an Order including, but not limited to, Sections 6, 8, 12, 13, 14, 15, 16, 17, 20, and 21 will remain in force after the acceptance and complete performance of any Order.

Entire Agreement.  The terms contained in these Conditions of Sale is the entire agreement between Buyer and Honeywell with respect to an Order and supersedes any prior agreements and representations, oral or written, and all other communications between Buyer and Honeywell relating to an Order.