Exhibit 10.64


 





 


COMMERCIAL
OFFER


 


For


 


Aerkomm


 


Related
To 


 


A320
Aerkomm K++ Connectivity Solution installation


 


On



 


A320
Family Aircraft Type


 


		OFFER
                            REF:	AIS-AJC-20-043
Rev 02



 


		ISSUE
                            DATE:	24-July-2020



 






     


     


    

 


	TABLE
    OF CONTENTS
	 
	1.	GENERAL	 3
	 	 	 	 	 
		1.1	DEFINITIONS
    AND GLOSSARY	 4
		 	1.1.1	Definitions	 4
		 	1.1.2	Glossary	 5
	 	 	 	 	 
	2.	TECHNICAL
    SOLUTION	 6
	 	 	 	 	 
		2.1.	AIRCRAFT
    IDENTIFICATION	 6
		2.2.	WORK
    DESCRIPTION	 6
		2.3.	TECHNICAL
    SOLUTION DELIVERABLES	 6
		2.4.	INCLUSIONS	 7
		2.5.	ASSUMPTIONS	 7
		 	2.5.1	Customer
    Inputs	 7
		 	2.5.2	Certification
    Assumptions	 7
		 	2.5.3	Technical
    Assumptions	 7
		2.6.	EXCLUSIONS
    / LIMITATIONS	 7
		 	2.6.1	Certification
    exclusions	 7
		 	2.6.2	Technical
    Exclusions	 7
		2.7.	SUPPLIER
    FURNISHED EQUIPMENT (“SFE”)	 7
		2.8.	BUYER
    FURNISHED EQUIPMENT (“BFE”)	 7
	 	 	 	 	 
	3.	BUYER
    FURNISHED EQUIPMENT  (BFE) REQUIREMENTS	 8
	 	 	
	4.	PLANNING
    AND DELIVERY	8
	 	 	 	 	 
		4.1.	DELIVERY
    SCHEDULE	8
		4.2.	LEAD
    TIME	 8
	 	 	 	 	 
	5.	FINANCIAL
    CONDITIONS	9
	 	 	 	 	 
		5.1.	GENERAL
    PRICING POLICY	 9
		5.2.	PRICES
    PROPOSAL FOR REFERENCE	 9
		5.3.	ADDITIONAL
    WORK	 9
	 	 	 	 	 
	6.	APPLICABLE
    TERMS AND CONDITIONS	 9
	 	 	 	 	 
		6.1.	APPLICABLE
    TERMS	 9
		6.2.	ANTI-CORRUPTION
    CONDITIONS	 9
	 	 	 	 	 
	7.	VALIDITY
    PERIOD	10 
	 	 	 
	8.	CONFIDENTIALITY	 10
	 	 	 
	9.	POINT
    OF CONTACTS	 10
	 	 	 	 	 
	10.	OFFER
    ACCEPTANCE	 11
	 	 	 	 	 
	APPENDIX
    1 : INVOICING SCHEDULE	 12
	 	 	 	 	 
	APPENDIX
    2 : AGREEMENT FOR NEW FINAL CUSTOMER	 13
	 	 	 	 	 
	APPENDIX
    3 : ESCALATION FORMULA	 15
	 	 	 	 	 
	APPENDIX
    4 : DETAILED TECHNICAL SCOPE	 16
	 	 	 	 	 
	APPENDIX
    5 : AIS’ GENERAL TERMS AND CONDITION OF SUPPLY	 17



 






    
     Confidential and proprietary document. This document and all information contained herein is the sole property of AIRBUS INTERIORS SERVICES.
No intellectual property rights are granted by the delivery of this document or the disclosure of its content. This document shall not be reproduced or disclosed to a third party without the express written consent of AIRBUS INTERIOR SERVICES. This document and its content shall not be used for any purpose other than for which it is supplied.

 
Page 2 of 21


     


    


 


	1.	GENERAL



 


This
agreement (the “Agreement”), dated 24th of July, 2020 is made by and between


 


AIRBUS
Interiors Services (AIS), a French société par actions simplifiée with a share capital EUR 6,000,000.00
with its registered office at 17, Avenue Didier Daurat, 31700 Blagnac, France, registered with the Commercial and Companies Register
of Toulouse under number 498 418 334.


 


(Hereinafter
referred to as "Airbus Interiors Services");


 


and


 


Aerkomm
Pacific Limited, a Malta company created and existing under the laws of Malta, registered under the number C93770, with
its registered office at C3006, Balluta Terrace, St. Julian’s Ramp, St. Julian’s STJ 1062, Malta 


 


(hereinafter
referred to as the “Customer”).


 


Hereafter,
AIS and the Customer are referred to individually as the “Party” and collectively as the “Parties”.


 


WHEREAS


 


	(A)	Airbus
Interiors Services which is dedicated to creating innovative products and solutions for aircraft interiors - with the primary
goals of improving airline revenues, as well as enhancing the overall passenger experience thanks to our strong experience in
highly customized product definition and supply.



 


	(B)	As
a fully-owned subsidiary of the company Airbus S.A.S (“Airbus”), part of the Services by Airbus offer, Airbus Interiors
Services is a new capability - extending current cabin upgrade solutions for Airbus aircraft operators while bringing additional
flexibility and reduced lead times.



 


	(C)	the
Customer, is an aircraft global connectivity solution provider, who supplied an AERKOMM® K++ system (the “System”);



 


	(D)	both
Parties acknowledge being skilled in the aeronautical profession;



 


	(E)	the
Customer selected AIS to provide and to certify as per Airbus Design Organisation Approval (“DOA “) a complete retrofit
solution allowing to install the System on Airbus Single Aisle Aircraft A320 aircraft family to the exclusion of the Airbus A318,
and to apply for and obtain a Supplemental Type Certificate (the “STC”), from the relevant Airworthiness Authorities,
needed to carry out and certify the aircraft’s modification (the “Retrofit Solution”);



 


	(F)	the
Customer and AIS have discussed the embodiment of the Retrofit Solution on the Aircraft as this term is defined in Appendix 4
below (the “Technical Scope”);



 


	(G)	AIS
is willing to provide the Customer with the Retrofit Solution described in Appendix 4, to the Customer;



 


	(H)	the
Parties agree to enter into the Agreement to define the terms and conditions of supply by AIS to the Customer of the Services;



 






     Confidential and proprietary document. This document and all information contained herein is the sole property of AIRBUS INTERIORS SERVICES.
No intellectual property rights are granted by the delivery of this document or the disclosure of its content. This document shall not be reproduced or disclosed to a third party without the express written consent of AIRBUS INTERIOR SERVICES. This document and its content shall not be used for any purpose other than for which it is supplied.

 
Page 3 of 21


     


    

 


NOW
THEREFORE, in consideration of the above, the Parties agree as follow:


 


		1.1	DEFINITIONS
AND GLOSSARY



 


	1.1.1	Definitions



 


For
the purpose of the Agreement, capitalized terms used herein and not otherwise expressly defined in this Agreement.


 


	“Additional
    Work”	means
    any activity which is not part of the Services and subject to an Additional Work Order. The scope and the price of Additional
    Work shall be mutually agreed between the Parties.
	 	 
	“Aircraft”	means
    the Airbus Single Aisle Aircraft family A320 for which the Customer has received an authorization to install the Retrofit
    Solution from the Aircraft Owner. 
	 	 
	“Aircraft
    Operator”	means
    Operator or Airlines or any entity, which operates the Aircraft
	 	 
	"Aircraft
    Owner"	means
    Operator or Airline or any entity, which maintains title ownership of the Aircraft and of Additional Aircraft.
	 	 
	“Airworthiness
    Authorities”	means
    the governmental official authority having the jurisdiction to approve the aircraft design, manufacture and airworthiness.
	 	 
	“BFE”
    / “Buyer Furnished Equipment”	means
    new and/or used engines or components supplied by the Customer for the execution of the Agreement.
	 	 
	“Business
    Day(s)”	means
    a day, other than a Saturday or Sunday, on which business of the kind contemplated by this Agreement is carried on in France
    or, where used in relation to a payment, which is a day on which banks are open for business in France.
	 	 
	“Customer’s
    Input Data”	means
    the document gathering the data necessary for the performance of the Service in the form of § 2.5.1.
	 	 
	“EASA”	means
    European Aviation Safety Agency.
	 	 
	«EASA
    Part 145”	shall
    mean annex II of the commission regulation EU N° 1321/2014 and related EASA decision, as amended from time to time.
	 	 
	“FAA”	means
    the United States Federal Aviation Administration.
	 	 
	“Flight
    Test”	means
    a flight with a specific flight profile as agreed by AIS and the Customer for the purpose of certifying that the Aircraft
    meets all applicable safety and performance requirements of the Aviation Authority. If requested by the local authority.
	 	 
	“ITCM”	means
    Initial Technical Meeting 
	 	 
	“Known
    Aircraft Configuration”	means
    the configuration of the Aircraft at delivery by Airbus to the first customer and as modified by the successive owners and/or
    operators of the Aircraft and/or their respective subcontractors, provided those modifications have been formally notified
    to Airbus upon their embodiment.
	 	 
	“Certification”	Airbus
    Design Organization Approval (DOA EASA Part 21J) and our Production Organization Approval (POA EASA Part 21G) on A320 Family,
    A330, A340, A350 XWB Family and A380, in order to offer an Airbus solution to our customers, meeting all Airbus standard requirements
	 	 
	“Retrofit
    Solution”	Means
    the Service, Bulletin, STC and Aircraft Kits to cover the installation of the System described in Appendix 4


 


“SFE”
/ “Supplier Furnished Equipment” means new components supplied by the Supplier for the execution of the Agreement.


 






     Confidential and proprietary document. This document and all information contained herein is the sole property of AIRBUS INTERIORS SERVICES.
No intellectual property rights are granted by the delivery of this document or the disclosure of its content. This document shall not be reproduced or disclosed to a third party without the express written consent of AIRBUS INTERIOR SERVICES. This document and its content shall not be used for any purpose other than for which it is supplied.

 
Page 4 of 21


     


    

 


	1.1.2	Glossary



 


	AAP	Additional
    Attendant Panel
	A/C	Aircraft
	ACP	Area
    Call Panel
	ADIRS	Air
    Data Inertial Reference System
	ADIRU	Air
    Data / Inertial Reference Unit
	AES	Aircraft
    Earth Station
	AIP	Additional
    Indication Panel
	APM	Airplane
    Personality Module
	AMM	Aircraft
    Maintenance Manual
	ASA	Above
    Service Altitude
	ASM	Aircraft
    Schematic Manual
	BFE	Buyer
    Furnished Equipment
	CAM	Cabin
    Assignment Module
	C/B	Circuit
    Breaker
	CBMU	Circuit
    Breaker Monitoring Unit
	CCOM	Cabin
    Crew Operating Manual
	CVE	Chief
    Verification Engineer
	DOA	Design
    Organization Approval
	DSI	Discrete
    Input
	DSO	Discrete
    Output
	Eth	Ethernet
	EMI	Electro
    Magnetic Interference
	FAP	Flight
    Attendant Panel
	FCOM	Flight
    Crew Operating Manual
	FMA	Fuselage
    Mounted Antenna
	GES	Ground
    Earth Station
	GNSS	Global
    Navigation Satellite System
	HBCS	High
    Bandwidth Connectivity System
	HoV	Head
    of Version
	HPA	High-Power
    Amplifier
	IF	Intermediate
    Frequency
	IMU	Inertial
    Measurement Unit
	INS	Inertial
    Navigation System
	IPC	Illustrated
    Part Catalog
	IO	Input/Output
	IRS	Inertial
    Reference System
	IRU	Inertial
    Reference Unit
	KANDU	Ka-band
    Aircraft Data Network Unit
	KRFU	Ka-band
    Radio Frequency Unit
	L/H	Left-hand
	LRU	Line
    Replaceable Unit
	MCDU	Multipurpose
    Control & Display Unit
	MOA	Maintenance
    Organization Approval
	ModMan	Modem
    Manager
	MPD	Maintenance
    Planning Document
	MRO	Maintenance
    and Repair Organization
	N/A	Not
    applicable
	OAE	Outside
    Aircraft Equipments
	ORT	Owner
    Requirements Table
	P/B	Push-Button
	PODD	Passenger
    Owned Device Domain
	R/H	Right-hand
	SB	Service
    Bulletin
	SDCU	Smoke
    Detection Control Unit
	SNMP	Simple
    Network Management Protocol
	STC	Supplemental
    Type Certificate
	SW	Software
	TRS	Technical
    Repercussion Sheet
	WAP	Wireless
    Access Point


 






     Confidential and proprietary document. This document and all information contained herein is the sole property of AIRBUS INTERIORS SERVICES.
No intellectual property rights are granted by the delivery of this document or the disclosure of its content. This document shall not be reproduced or disclosed to a third party without the express written consent of AIRBUS INTERIOR SERVICES. This document and its content shall not be used for any purpose other than for which it is supplied.

 
Page 5 of 21


     


    

 


	2.	TECHNICAL SOLUTION



 


		2.1.	AIRCRAFT
IDENTIFICATION



 


	Type:	A320
    family aircraft types (excluding A318)
	 	 
	Quantity:	Generic
    offer – Total price depends on HoV number and Number of aircraft. 
	 	 
	Operator:	TBC
    – Will be covered via Appendix 2
	 	 
	MSN:	TBC
    – Will be covered via Appendix 2 


 


This
total price **CONFIDENTIAL INFORMATION - REDACTED**


 


		2.2.	WORK
DESCRIPTION



 


This
Agreement consists in developing EASA certified Service Bulletins, and supplying related kits, aiming to install the Aerkomm K++
Connectivity solution on-board the A320 family commercial aircraft types.


 


On
top of the AIS activities, it includes the needed Airbus S.A.S contributions to support the integration on aircraft, such as,
but not limited to, A791 structural reinforcements and Engineering works.


 


For
more detailed presentation, please refer to the attached Appendix 4.


 


This
offer is a generic one, **CONFIDENTIAL INFORMATION - REDACTED**


 


		2.3.	TECHNICAL
SOLUTION DELIVERABLES



 


Airbus
Interiors Services will provide the Customer with: **CONFIDENTIAL INFORMATION - REDACTED**


 


The
Customer will receive Airbus Interiors Services SBs and Airbus SBs.


 


Service
Bulletins will provide instructions for the modification of the aircraft, using validated Design Office drawings and additional
specific information. **CONFIDENTIAL INFORMATION - REDACTED**


 


All
together being the “Technical Solution” as described below and applicable to the modification of the aircraft hereunder
(individually and collectively the “Aircraft”).


 


The
Technical Solution has been defined by AIRBUS Interiors Services on the basis of the Aircraft configuration:


 


	 	-	At
    its first delivery by Airbus and/or 
	 	 	 
	 	-	Modified
    by the reported incorporation of Airbus SB and/or 
	 	 	 
	 	-	The
    relevant engineering order and/or
	 	 	 
	 	-	Modified
    and documented by any Supplemental Type Certificate declared by the Customer (the resulting Aircraft configuration being the
    “Pre-modification Configuration”)


 


AIRBUS
Interiors Services shall not be held liable for any consequence (including but not limited to delays) in relation with any deviations
from the Pre-modification Configuration or modifications performed by the Customer and/or any other entity on the Aircraft. Any
of such deviations or modifications may result in additional costs for which the Customer shall be solely responsible.


 


**CONFIDENTIAL
INFORMATION - REDACTED**


 






     Confidential and proprietary document. This document and all information contained herein is the sole property of AIRBUS INTERIORS SERVICES.
No intellectual property rights are granted by the delivery of this document or the disclosure of its content. This document shall not be reproduced or disclosed to a third party without the express written consent of AIRBUS INTERIOR SERVICES. This document and its content shall not be used for any purpose other than for which it is supplied.

 
Page 6 of 21


     


    

 


		2.4.	INCLUSIONS



 


**CONFIDENTIAL
INFORMATION - REDACTED**


 


		2.5.	ASSUMPTIONS



 


		2.5.1	Customer
Inputs



 


The
Customer shall provide for each involved aircraft the following pre-mod data:


 


**CONFIDENTIAL
INFORMATION - REDACTED**


 


The
Customer shall act as the technical leader ensuring architecture and interconnection compliance.


AIS
shall act as an integrator, from a full set of detailed and consolidated input data, coming from the Customer and its sub-suppliers.


 


		2.5.2	Certification
Assumptions



 


**CONFIDENTIAL
INFORMATION - REDACTED**


 


		2.5.3	Technical
Assumptions



 


		-	It
is assumed that the Customer and its sub-system suppliers, has implemented the required Product Quality process and deployed tools
in order to ensure:



 


**CONFIDENTIAL
INFORMATION - REDACTED**


 


		2.6.	EXCLUSIONS
/ LIMITATIONS



 


		2.6.1	Certification
exclusions



 


**CONFIDENTIAL
INFORMATION - REDACTED**


 


		2.6.2	Technical
Exclusions



 


**CONFIDENTIAL
INFORMATION - REDACTED**


 


		2.7.	SUPPLIER
FURNISHED EQUIPMENT (“SFE”)



 


SFE
and material kits related to the implementation of the Service Bulletin as defined in the Appendix 3 shall be delivered by AIS
to the customer, including Airbus SB kits.


 


Kits
will be delivered Ex-works at AIS Colomiers (France)


 


		2.8.	BUYER
FURNISHED EQUIPMENT (“BFE”)



 


BFE,
as defined and listed in the Appendix 4, shall be provided by the Customer to the Final customer. BFEs will not be sent to AIS.


 






     Confidential and proprietary document. This document and all information contained herein is the sole property of AIRBUS INTERIORS SERVICES.
No intellectual property rights are granted by the delivery of this document or the disclosure of its content. This document shall not be reproduced or disclosed to a third party without the express written consent of AIRBUS INTERIOR SERVICES. This document and its content shall not be used for any purpose other than for which it is supplied.

 
Page 7 of 21


     


    

 


	3.	BUYER FURNISHED EQUIPMENT (BFE) REQUIREMENTS



 


AIS
responsibility will be limited to the definition and the manufacturing of provisions according to Buyer furnished equipment (“BFE”)
suppliers’ technical data sheet.


 


The
Customer and associated BFE sub-suppliers shall remain fully responsible for administration of the warranty of BFE. BFE shall
be solely under the Customer’s responsibility and the following conditions shall apply:


 


**CONFIDENTIAL
INFORMATION - REDACTED**


 


	4.	PLANNING AND DELIVERY



 


		4.1.	DELIVERY
SCHEDULE



 


The
delivery schedule is as follows: **CONFIDENTIAL INFORMATION - REDACTED**


 


Delivery
dates will be defined depending on each Final customer via an agreement signed by both Parties as in Appendix 2.


 


For
information, A/C grounding time: **CONFIDENTIAL INFORMATION - REDACTED**


 


Service
Bulletin and STC approval: **CONFIDENTIAL INFORMATION - REDACTED**


 


As
an indication, **CONFIDENTIAL INFORMATION - REDACTED**


 


Airbus
Interiors Services cannot be held liable for the duration of the aircraft grounding time caused by the lead time of the issuance
of the MRO’s declarations and the NAA’s actions.


 


Lead
time to gain the Buyer’s airworthiness authorities STC is not considered in the commercial offer. The assistance to the
Buyer for obtaining the Certificate of Airworthiness is not considered in the commercial offer.


 


		4.2.	LEAD
TIME



 


To
secure the delivery schedule as proposed in Paragraph 4.1 “Delivery schedule”, the supply of the Technical Solution
will be subject to the following cumulative conditions:


 


		(i)	the
delivery to AIS by the Final customer of the Buyer Furnished Equipment (BFE) qualification and certification documents, and parts
if necessary, as per milestone chart agreed during ITCM. The Final customer shall ensure that such BFE complies with AIS specifications
and requirements and is not subject to any Airworthiness Directives;



 


and


 


		(ii)	the
delivery to AIS by the Final customer or by its selected BFE suppliers of the relevant and necessary data related to the cabin
layout and to the BFE products design no later than fifteen (15) working days prior to the relevant milestone meeting (such as
Initial Technical Coordination Meeting (the “ITCM”), Preliminary Design Review (the “PDR”), Critical Design
Review (the “CDR”) unless any other dates have been agreed between the parties;



 


and


 


		(iii)	the
receipt by AIS , within the Validity Date (as defined in paragraph 7), of a purchase order mentioning the reference of the Commercial
Offer and for an amount corresponding to the Purchase Price (the “Order”). Such Order shall be sent to the attention
of sales.interiors-services@airbus.com;



 


and


 


		(iv)	the
receipt by AIS , within the Validity Date (as defined in paragraph 7), of the full amount of the first payment that will be requested
by AIS at receipt of the Order in accordance with the conditions of Appendix 1,



 


Named
individually and/or collectively the “Delivery Conditions”.


 


In
the event the Customer is late in providing any of the above Delivery Conditions, Airbus shall have the right to modify the delivery
dates set out in the paragraph 4.1 “Delivery schedule”. 






     Confidential and proprietary document. This document and all information contained herein is the sole property of AIRBUS INTERIORS SERVICES.
No intellectual property rights are granted by the delivery of this document or the disclosure of its content. This document shall not be reproduced or disclosed to a third party without the express written consent of AIRBUS INTERIOR SERVICES. This document and its content shall not be used for any purpose other than for which it is supplied.

 
Page 8 of 21


     


    

 


	5.	FINANCIAL CONDITIONS



 


		5.1.	GENERAL
PRICING POLICY



 


The
prices mentioned hereafter are:


 


-
**CONFIDENTIAL INFORMATION - REDACTED**


 


		5.2.	PRICES
PROPOSAL FOR REFERENCE



 


The
below prices **CONFIDENTIAL INFORMATION - REDACTED**


 


Non-Recurring
Prices :


 


**CONFIDENTIAL
INFORMATION - REDACTED**


 


Recurring
Prices :


 


**CONFIDENTIAL
INFORMATION - REDACTED**


 


		5.3.	ADDITIONAL
WORK



 


Any
deviation to the scope of work described in paragraphs 2 to 4 will be treated as an additional work and will be subject to the
Work Change Agreement (WCA) process – process to be presented during ITCM.


 


	6.	APPLICABLE TERMS AND CONDITIONS



 


		6.1.	APPLICABLE
TERMS



 


The
Parties agree that this Commercial Offer and all signed Agreement(s) as defined in Appendix 2 shall be governed by the General
Terms and Conditions of Supply attached hereto as Appendix 5. In the event of any conflict between this Commercial Offer and the
General terms and conditions of supply, this Commercial Offer shall prevail. The general terms and conditions of the Customer
shall be expressly excluded.


 


By
accepting this Commercial Offer and placing a Purchase Order referencing this Commercial Offer and Agreement as defined in Appendix
2, the Customer will accept to be bound by the terms of the General Terms and Conditions of Supply attached in Appendix 5.


 


		6.2.	ANTI-CORRUPTION
CONDITIONS



 


The
Customer shall comply with all applicable anti-money laundering, anti-bribery, and anti-corruption laws and regulations and shall
not assist or contribute to any act or omission violating such laws and regulations. The Customer represents and warrants that
neither the Customer nor any person acting on its behalf shall: (i) request or receive illicit advantages of any kind whatsoever
for itself or for a third party or accept a promise of such advantage; or (ii) promise or give, directly or through an intermediary,
an illicit advantage of any kind whatsoever to a third-party.


 


The
Customer shall promptly inform AIS of any act or omission in violation of this Article “Anti-corruption”.


 


Payments
with respect to the Services and/or the Products shall be made by electronic bank transfer from the Customer’s bank account
which shall be communicated to AIS upon signature of this Commercial Offer or upon signature of an Agreement as defined in Appendix
2 by the Customer whichever occurs earlier. The Customer shall notify in writing any change to the Customer’s bank details
and communicate such updated bank details to Airbus Interiors Services without delay but no later than thirty (30) days prior
the payment for the services performed. In the event that the payment is made from a bank account which differs from the bank
account notified to Airbus Interiors Services by the Customer, AIS shall have the right to reject the payment and/or to terminate
any Purchase Order, Agreement and / or commercial relations for breach of the Customer’s obligations and the Customer shall
indemnify AIS from and against any claim, liability, cost arising out of or in connection with such failure or non-compliance.


 






     Confidential and proprietary document. This document and all information contained herein is the sole property of AIRBUS INTERIORS SERVICES.
No intellectual property rights are granted by the delivery of this document or the disclosure of its content. This document shall not be reproduced or disclosed to a third party without the express written consent of AIRBUS INTERIOR SERVICES. This document and its content shall not be used for any purpose other than for which it is supplied.

 
Page 9 of 21


     


    

 


	7.	VALIDITY PERIOD



 


The
terms and conditions of this Commercial Offer are valid until **CONFIDENTIAL INFORMATION - REDACTED**


 


Should
no Purchase Order received by AIRBUS Interiors Services as specified above before such Validity Date, all the terms and conditions
of this Commercial Offer shall be considered as null and void and AIRBUS Interiors Services reserves the right to revise such
terms and conditions for any potential new commercial offer made to the attention of the Customer.


 


	8.	CONFIDENTIALITY



 


This
Commercial Offer is considered to be confidential between the Customer and AIRBUS Interiors Services. The Customer shall not disclose
it or part of it to any third party without the prior written consent of AIRBUS Interiors Services.


 


	9.	POINT OF CONTACTS



 


For
Airbus Interiors Services : 


 


	Lionel
    LANDE	Benoit
    PAWLOWSKY
	Sales Director	Senior Program Manager
	Mobile: +971 56
    409 6265	Mobile: +33 6 45
    56 12 95
	Mailto:
    lionel.lande@airbus.com	Mailto:
    benoit.b.pawlowsky@airbus.com



 


	Headquarters
    address :	 
	 	 
	AIRBUS Interiors
    Services	 
	Bât Socrate	 
	17 Avenue Didier
    DAURAT	 
	31700 BLAGNAC	 
	France	 
	Tel : +33 5 34 60
    50 50	 


 





	For
    Aerkomm Pacific Ltd :	 
	 	 
	Georges
    Caldironi	Andre
    Giordimaina
	Chief
    Operating Officer	Project
    Manager
	Mobile
    : +33675078116	Mobile
    : +35679073598
	Mailto
    : Georges.caldironi@aerkomm.com	Mailto:
    andre.giordimaina@aerkomm.com


 


	Headquarters address :
	 
	Aerkomm Pacific Limited
	C3006, Balluta Terrace,
    St. Julian’s Ramp
	St. Julian’s STJ 1062
	Malta



 






     Confidential and proprietary document. This document and all information contained herein is the sole property of AIRBUS INTERIORS SERVICES.
No intellectual property rights are granted by the delivery of this document or the disclosure of its content. This document shall not be reproduced or disclosed to a third party without the express written consent of AIRBUS INTERIOR SERVICES. This document and its content shall not be used for any purpose other than for which it is supplied.

 
Page 10 of 21


     


    



 


		10.	OFFER ACCEPTANCE



 


If
this Commercial Offer correctly sets forth the terms and conditions of our mutual understanding regarding the supply of the services
herein described and subject to (i) the issuance of a Purchase Order and (ii) the payment of the related instalment as described
in this Commercial Offer, kindly indicate your binding agreement by signing where indicated below.


 


Accepted
and agreed,


 


	For
    Aerkomm Pacific Ltd	 	For
    AIRBUS Interiors Services
	 	 	 
	Signature:	 	 	Signature:	 
	 	 	 
	Name:	 	 	Name:	 
	 	 	 
	Title:	 	 	Title:	 
	 	 	 
	Date:	 	 	Date:	 


 




     Confidential and proprietary document. This document and all information contained herein is the sole property of AIRBUS INTERIORS SERVICES.
No intellectual property rights are granted by the delivery of this document or the disclosure of its content. This document shall not be reproduced or disclosed to a third party without the express written consent of AIRBUS INTERIOR SERVICES. This document and its content shall not be used for any purpose other than for which it is supplied.

 
Page 11 of 21


     


    


 


APPENDIX 1 : INVOICING
SCHEDULE


 


The
Technical Solution will be invoiced as follows:


 


**CONFIDENTIAL
INFORMATION - REDACTED**


 







     Confidential and proprietary document. This document and all information contained herein is the sole property of AIRBUS INTERIORS SERVICES.
No intellectual property rights are granted by the delivery of this document or the disclosure of its content. This document shall not be reproduced or disclosed to a third party without the express written consent of AIRBUS INTERIOR SERVICES. This document and its content shall not be used for any purpose other than for which it is supplied.

 
Page 12 of 21


     


    





 


APPENDIX
2 : AGREEMENT FOR NEW FINAL CUSTOMER


 


In
order to define the applicable conditions of the supply and delivery of the Services described in agreed Commercial Offer ref
AIS-AJC-20-043 and associated General Terms and Conditions of Supply to any following new Final Customer, Parties shall sign an
“Agreement” which mentions all information and data below :


 


AIS
reference : 


 


This
agreement amends the agreed and signed Commercial Offer AIS-AJC-20-043, and defines the applicable contractual conditions of the
supply and delivery of the services offered to the new Aircraft Operator defined as follows:


 


New
Final Customer details:


 





	 	-	Final
    Customer Name – ICAO Code : 
	 	 	 
	 	-	Aircraft
    Quantity : 
	 	 	 
	 	-	Involved
    Aircraft List :


 


	Aircraft
    Type	 	Aircraft
    MSN	 	Aircraft
    Registration
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	 	-	Number
    of Head Of Version : 


 


Total
Service Prices: 


 


**CONFIDENTIAL
INFORMATION - REDACTED**


 


Delivery
Dates: 


 


	 	-	SB
    Delivery Date : 
	 	 	 
	 	-	Aircraft
    #1 delivery date : 
	 	 	 
	 	-	Delivery
    rate : 


 


Invoicing
Schedule (Based on Appendix 1): 


**CONFIDENTIAL
INFORMATION - REDACTED**


 






     Confidential and proprietary document. This document and all information contained herein is the sole property of AIRBUS INTERIORS SERVICES.
No intellectual property rights are granted by the delivery of this document or the disclosure of its content. This document shall not be reproduced or disclosed to a third party without the express written consent of AIRBUS INTERIOR SERVICES. This document and its content shall not be used for any purpose other than for which it is supplied.

 
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If
this Agreement correctly sets forth the terms and conditions of our mutual understanding regarding the supply of the services
herein described and subject to (i) the issuance of a Purchase Order and (ii) the payment of the related instalment as described
in this Appendix, kindly indicate your binding agreement by signing where indicated below.


 


Accepted
and agreed,


 


	For
    Aerkomm Pacific Ltd	 	For
    AIRBUS Interiors Services
	 	 	 
	Signature:	 	 	Signature:	 
	 	 	 
	Name:	 	 	Name:	 
	 	 	 
	Title:	 	 	Title:	 
	 	 	 
	Date:	 	 	Date:	 


 






     Confidential and proprietary document. This document and all information contained herein is the sole property of AIRBUS INTERIORS SERVICES.
No intellectual property rights are granted by the delivery of this document or the disclosure of its content. This document shall not be reproduced or disclosed to a third party without the express written consent of AIRBUS INTERIOR SERVICES. This document and its content shall not be used for any purpose other than for which it is supplied.

 
Page 14 of 21


     


    

 





APPENDIX
3 : ESCALATION FORMULA


 


**CONFIDENTIAL
INFORMATION - REDACTED**


 




     Confidential and proprietary document. This document and all information contained herein is the sole property of AIRBUS INTERIORS SERVICES.
No intellectual property rights are granted by the delivery of this document or the disclosure of its content. This document shall not be reproduced or disclosed to a third party without the express written consent of AIRBUS INTERIOR SERVICES. This document and its content shall not be used for any purpose other than for which it is supplied.

 
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APPENDIX
4 : DETAILED TECHNICAL SCOPE


 


**CONFIDENTIAL
INFORMATION - REDACTED**


 




     Confidential and proprietary document. This document and all information contained herein is the sole property of AIRBUS INTERIORS SERVICES.
No intellectual property rights are granted by the delivery of this document or the disclosure of its content. This document shall not be reproduced or disclosed to a third party without the express written consent of AIRBUS INTERIOR SERVICES. This document and its content shall not be used for any purpose other than for which it is supplied.

 
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APPENDIX
5 : AIS’ GENERAL TERMS AND CONDITION OF SUPPLY


 


FOR
PRODUCTS AND SERVICES FOR AIRCRAFT


 


The
general terms and conditions of supply contained herein (the "Terms") shall apply to all quotations and sales made by
AIS (the "Seller") concerning the products and services directly or indirectly supplied by the Seller and relating to
aircraft, including but not limited to spares and tools, supplier equipment, ground support equipment, technical data and documentation,
maintenance planning data support, engineering support including with modification kits, technical assistance and training services
(the "Products" and "Services").


 


Any
order placed by the Customer with the Seller and the acceptance of or the payment for any Product or Service shall be deemed to
be the acceptance of the Terms (irrespective of whether the Customer accepts the Terms by a written acknowledgement), provided
that if the Terms conflict with any conditions contained in aircraft or spare parts purchase agreements or any other specific
agreement which may be entered into between the Seller and the Customer, the conditions of such specific agreement shall prevail.
The Terms shall prevail over any written or oral purchase conditions related to or contained in a purchase order or similar document
submitted by the Customer notwithstanding any provision to the contrary in such document.


 


The
term "Affiliates" shall mean, with respect to Seller, any other person or entity directly or indirectly controlling
or controlled by or under common control with the Seller.


 


		1.	ORDERS
- ORDER ACCEPTANCE



 


The
Products and Services shall be subject to due ordering by the Customer and acceptance by the Seller. Any order for Products and
Services must be sent by the Customer with the Commercial Offer sent and duly signed by the Seller (the “Commercial Offer”),
to the address of the Seller provided in the relevant price list of the Seller. Orders shall include all appropriate information
including but not limited to the description of the Products and/or Services requested, order number, delivery schedule, Seller's
price if available. Orders for Products and Services shall be placed in writing (letter, telefax, telegram, cable, email).


 


**CONFIDENTIAL
INFORMATION - REDACTED**


 


Unless
otherwise provided in any relevant specifications/guides, the obligation to buy and sell the Products or to perform an accept
the Services mentioned in the order shall become binding upon both parties and therefore a “Binding Order” only after
the issuance by the Seller of an order acceptance in written form.


 


Any
change made by the Seller after receipt of an order shall be sent for approval to the Customer and shall be binding upon both
parties if the Customer has not issued any written objection within eight (8) working days from the date of the changed order.
If the Customer issues a written objection within the relevant period, the Seller and the Customer shall negotiate in good faith
with a view to reaching mutual agreement. If an agreement is not reached within thirty (30) days after issuance by the Customer
of an objection, the order shall be deemed cancelled provided that if the Seller was required to specifically manufacture or purchase
the Products or start performing the Services, the Customer shall be required to accept such Products and Services and pay such
prices as the Seller, will reasonably determine.


 


As
soon as the obligations to buy and to supply Products and Services are binding upon the Customer and the Seller, respectively,
any cancellation, modification and/or reduction in the terms and conditions of the Binding Order by the Customer is subject to
the prior written approval of the Seller. Cancellation or reduction by the Customer may result in additional charges to the Customer
and the Seller may retain any advance payment made by the Customer.


 


		2.	DELIVERY



 


All
sales of Products, except technical data, are made FCA – the place specified by the Seller, as this term is defined in the
Incoterms 2010 by the International Chamber of Commerce (the "FCA - Incoterm"). Any enquiry, demand or action relating
to the delivery of such Products must be submitted to the carrier.


 


Sales
of technical data are made DAP – the place specified by the Customer as this term is defined in the Incoterms 2010 publication
by the International Chamber of Commerce (the "DAP - Incoterm").


 






     Confidential and proprietary document. This document and all information contained herein is the sole property of AIRBUS INTERIORS SERVICES.
No intellectual property rights are granted by the delivery of this document or the disclosure of its content. This document shall not be reproduced or disclosed to a third party without the express written consent of AIRBUS INTERIOR SERVICES. This document and its content shall not be used for any purpose other than for which it is supplied.

 
Page 17 of 21


     


    

 


Claims
against the Seller for shortages or apparent defects must be received by the Seller within seven (7) days after receipt of the
Products and/or Services by the Customer.


 


Products
and Services will be delivered to the Customer or performed in accordance with the schedule agreed upon in the Binding Order.
The routine order lead time for a stock item (a spare part normally available) is fifteen (15) days from the date of order acceptance.
If applicable, the Seller shall be entitled to pass on to the Customer extra charges for non AIS proprietary parts. Unless otherwise
agreed in writing and in advance, the seller shall not be responsible for the timely delivery of the Customer’s Buyer Furnished
equipment.


 


The
Seller will use commercially reasonable efforts to comply with the agreed delivery schedule; however,
delivery dates are approximate and the Seller shall not be liable for any loss of profits, loss of use incidental or consequential
damages, which may result directly or indirectly from any delay in the delivery of products and services. SELLER SHALL NOT BE
LIABLE FOR DELAY IN THE DELIVERY OF PRODUCTS AND SERVICES CAUSED BY LATE DELIVERY OF THE CUSTOMER’S BUYER FURNISHED EQUIPMENT.


 


Any
delivery or performance by the Seller in intermediate stages shall not be deemed to be a breach of these Terms.


 


For
technical data and documentation and their revisions, packing and shipment shall be carried out by the quickest transportation
method reasonably available.


 


		3.	TITLE



 


The
Seller retains title to the Products delivered to the Customer until receipt by the Seller of full payment of the entire price
including principal and interest, if any.


 


Notwithstanding
the above, the Customer will bear all risk of loss of the Products from the time they are delivered to the Customer in accordance
with the FCA Incoterm.


 


		4.	PRICES



 


All
invoices for Products and Services will be at the price indicated in the relevant price list of the Seller or in the relevant
quotation or order change notice.


 


All
prices listed are net and FCA, as applicable under Clause 2. All prices listed are exclusive of any taxes or duties that may be
levied in connection with the sale, delivery or use of Products and the performance of Services. Should any taxes, duties, or
other charges be levied, the Customer shall (a) ensure that the deduction or withholding does not exceed the amount legally required;
(b) forthwith pay to the Seller such additional amounts as will result in the receipt by the Seller of the full amount which would
have been received had no such deduction or withholding been required; and (c) pay to the relevant authorities the full amount
required.


 


Except
in case of significant error or omission by the Seller in price preparation or of a significant revision in manufacturing costs,
prices will remain firm for orders received and accepted by the Seller during the applicable calendar year. Binding Orders will
be invoiced on the basis of the price list in force on the date of the acceptance of the order by the Seller.


 




     Confidential and proprietary document. This document and all information contained herein is the sole property of AIRBUS INTERIORS SERVICES.
No intellectual property rights are granted by the delivery of this document or the disclosure of its content. This document shall not be reproduced or disclosed to a third party without the express written consent of AIRBUS INTERIOR SERVICES. This document and its content shall not be used for any purpose other than for which it is supplied.

 
Page 18 of 21


     


    


 


		5.	TERMS
OF PAYMENT



 


Notwithstanding
the below mentioned, for any maintenance service made directly on the aircraft located in AIS premises, payment shall be made
**CONFIDENTIAL INFORMATION - REDACTED**


 


Unless
otherwise expressly stated by the Seller, **CONFIDENTIAL INFORMATION - REDACTED**


 


Payment
shall be made in immediately available funds in Euros. In case of payment in any other freely convertible currency, this shall
be subject to a specific agreement between the Seller and the Customer.


 


If
any payment due to the Seller is not received on the due date, without prejudice to the Seller’s other rights (including
but not limited to the right to claim for payment of any outstanding amount and to cease deliveries to the Customer), the Seller
shall **CONFIDENTIAL INFORMATION - REDACTED**


 


**CONFIDENTIAL
INFORMATION - REDACTED**.


 


		6.	WARRANTY,
REMEDY AND LIMITATION OF LIABILITY



 


Subject
to the limitations and conditions hereinafter provided, the Seller warrants to the Customer that the Seller parts manufactured
by the Seller and bearing a Seller’s part number (the “Seller Parts”) will at the date of delivery be **CONFIDENTIAL
INFORMATION - REDACTED**


 


**CONFIDENTIAL
INFORMATION - REDACTED**


 


In
the event of a failure falling within the scope of the above warranty, the Seller’s sole and exclusive liability shall **CONFIDENTIAL
INFORMATION - REDACTED**


 


**CONFIDENTIAL
INFORMATION - REDACTED**


 


		7.	INDEMNIFICATION
AND INSURANCE



 


Indemnities
Relating to Training


 


“Training”
means all training courses performed in classrooms and any other Services provided to the Customer on the ground, which are not
Training on Aircraft.


 


The
Seller shall, except in the case of wilful misconduct and gross negligence of the Customer, its directors, officers, agents, subcontractors
and employees, be solely liable for and shall indemnify and hold harmless the Customer, its directors, officers, agents and employees
from and against all liabilities, claims, damages, costs and expenses incident thereto or incident to successfully establishing
the right to indemnification (including legal expenses and attorney fees) in respect of loss of or damage to the Seller's property
and/or injury to, or death of, the directors, officers, agents or employees of the Seller and/or from and against all liabilities,
claims, damages, costs and expenses incident thereto or incident to successfully establishing the right to indemnification (including
legal expenses and attorney fees) for any loss or damage caused by the Seller to third parties, arising out of, caused by or in
any way connected with any Ground Training Services.


 


The
Customer shall, except in the case of wilful misconduct and gross negligence of the Seller, be solely liable for and shall indemnify
and hold harmless the Seller from and against all liabilities, claims, damages, costs and expenses (including legal expenses and
attorney fees) in respect of loss of or damage to the Customer’s property and/or injury to or death of the directors, officers,
agents or employees of the Customer and/or from and against all liabilities, claims, damages, costs and expenses incident thereto
or incident to successfully establishing the right to indemnification (including legal expenses and attorney fees) for any loss
or damage caused by the Customer to third parties arising out of, caused by or in any way connected with any Ground Training Services.


 


Indemnities
Relating to Training on Aircraft


 


"Training
on Aircraft" means all training courses or training support in connection with any aircraft and provided to the Customer.


 


The
Customer shall, except in the case of wilful misconduct and gross negligence of the Seller, be solely liable for and shall indemnify
and hold harmless the Seller from and against all liabilities, claims, damages, costs and expenses incident thereto or incident
to successfully establishing the right to indemnification (including legal expenses and attorney fees), for injury to or death
of any person (including any of the Customer's directors, officers, agents and employees utilising such Training on Aircraft Services,
but not directors, officers, agents and employees of the Seller) and/or for loss of or damage to any property (including the aircraft
in connection with which the Training on Aircraft Services are performed) and/or for loss of use thereof, howsoever arising out
of, caused by or in any way connected with any Training on Aircraft Services.


 






     Confidential and proprietary document. This document and all information contained herein is the sole property of AIRBUS INTERIORS SERVICES.
No intellectual property rights are granted by the delivery of this document or the disclosure of its content. This document shall not be reproduced or disclosed to a third party without the express written consent of AIRBUS INTERIOR SERVICES. This document and its content shall not be used for any purpose other than for which it is supplied.

 
Page 19 of 21


     


    

 


The
above indemnity shall not apply with respect to the Seller’s legal liability towards any person other than the Customer,
its directors, officers, agents or employees arising out of an accident caused solely by a product defect in the aircraft delivered
to and accepted by the Customer.


 


Indemnities
Relating to Seller Representatives Services


 


"Seller
Representatives Services" means all assignments to the Customer at its premises of specialists on a medium to long-term basis.


 


The
Customer shall, except in the case of wilful misconduct and gross negligence of the Seller, be solely liable for and shall indemnify
and hold harmless the Seller, from and against all liabilities, claims, damages, costs and expenses incident thereto or incident
to successfully establishing the right to indemnification (including legal expenses and attorney fees) for all injuries to or
death of persons (excepting injuries to, or death, of the Seller’s representatives) and for loss or damage to property and/or
loss of use thereof howsoever arising out of or in connection with any Seller Representatives Services.


 


The
Seller shall, except in the case of wilful misconduct and gross negligence of the Customer, its directors, officers, agents, subcontractors
and/or employees, be solely liable for and shall indemnify and hold harmless the Customer, its directors, officers, agents and
employees from and against all liabilities, claims, damages, costs and expenses incident thereto or incident to successfully establishing
the right to indemnification (including legal expenses and attorney fees) for all injuries to, or death of, the Seller’s
representatives in connection with any Seller Representatives Services.


 


Indemnities
Relating to Engineering and Technical Assistance


 


Engineering
and Technical Assistance " means all engineering and technical assistance Services provided by the Seller to the Customer.


 


The
Customer shall, except in the case of wilful misconduct and gross negligence of the Seller, be solely liable for and shall or
shall cause the Operator/Owner to indemnify and hold harmless the Seller, from and against all liabilities, claims, damages, costs
and expenses incident thereto or incident to successfully establishing the right to indemnification (including legal expenses
and attorney fees), for injury to or death of any person (excluding directors, officers, agents and employees of the Seller) and/or
for loss of or damage to any property (including the aircraft on which the Services are performed)and/or for loss of use thereof
arising out of, caused by or in any way connected with any Engineering and Technical Assistance Services.


 


Insurance


 


The
Customer shall maintain adequate insurance with respect to the undertakings of the Customer in this Section 7 and shall provide
upon the request of the Seller certificates of insurance from the Customer’s insurance brokers, in English, evidencing such
insurance coverage, in a form acceptable to the Seller. For all training periods on aircraft and on aircraft Services, the Customer
shall cause the Seller to be named as additional insured under the Customer’s Comprehensive Aviation Legal Liability insurance
policies, including War Risks and Allied Perils (such insurance shall include the AVN52E Extended Coverage Endorsement (aviation
liabilities) or any further Endorsement replacing AVN52E as may be available as well as coverage in respect of War and Allied
Perils Third Parties Legal Liabilities insurance) to the extent of the Customer's undertaking hereunder. With respect to the Customer's
Hull All Risks and Hull War Risks and Allied Perils insurance, the Customer shall cause the insurers of the Customer's hull insurance
policies to waive all rights of subrogation against the Seller, to the extent of the Customer's undertaking hereunder.


 


Any
applicable deductible shall be borne by the Customer with respect to the above policies. The Customer shall furnish to the Seller,
not less than seven (7) working days prior to the start of any concerned Services, certificates of insurance from the Customer’s
insurance brokers, in English, evidencing the limits of liability cover and period of insurance in a form acceptable to the Seller
and certifying that such policies have been endorsed as follows: (i) the Customer's policies shall be primary and non-contributory
to any insurance maintained by the Seller; (ii) such insurance shall not become ineffective, cancelled, or coverage decreased
or materially changed except on seven (7) days' prior written notice thereof to the Seller ; and (iii) under any such cover, all
rights of subrogation against the Seller have been waived to the extent of the Customer's undertaking hereunder.


 



Should
the Customer be different from the Operator/Owner, the Customer shall obtain that the Operator/Owner comply with all obligations
specified in connection with the above insurance requirements.


 






     Confidential and proprietary document. This document and all information contained herein is the sole property of AIRBUS INTERIORS SERVICES.
No intellectual property rights are granted by the delivery of this document or the disclosure of its content. This document shall not be reproduced or disclosed to a third party without the express written consent of AIRBUS INTERIOR SERVICES. This document and its content shall not be used for any purpose other than for which it is supplied.

 
Page 20 of 21


     


    

 


“Operator/Owner”
means the operator and/or the owner, as applicable, of the aircraft on which the Service is performed or for installation in,
or with respect to, which a Product is delivered.


 


For
the purpose of this Section 7, "the Seller" includes the Seller, its Affiliates, each of the sub-contractors and assignees
of each of the foregoing, their respective directors, officers, agents and employees and any of their respective insurers.


 


		8.	CONFIDENTIAL
AND PROPRIETARY INFORMATION



 


All
proprietary information contained in the Products and Services and their respective documentation including but not limited to
patent, copyright, drawings, formulae, data, model, descriptions studies, codes and/or other information relating to the design,
assembly, composition, manufacture, performance, application, or operation of the Products or Services (the "Confidential
Information") are and will remain the exclusive property of the Seller and/or its Affiliates as the case may be. Those proprietary
rights will also apply to any translation into a language or languages or media that may have been performed or caused to be performed
by the Customer.


 


Whenever
the Seller authorises the Customer to manufacture certain items, such authorisation given by the Seller shall not be construed
as express or implicit approval of the Customer or such manufactured items. The supply of the Confidential Information will not
be construed as a further right for the Customer to design or manufacture any aircraft or part thereof or spare part.


 


The
Customer shall not disclose the Confidential Information or any part thereof to any third party nor use the same other than for
its own legitimate purposes.


 


All
technical data and documentation are supplied to the Customer for the sole use of the Customer who undertakes not to disclose
the contents thereof to any third party without the prior consent of the Seller save as permitted herein or otherwise permitted
pursuant to any government or legal requirement imposed upon the Customer.


 


		9.	EXPORT
CONTROL LAWS AND REGULATIONS



 


Customer
acknowledges that the Products, including but not limited to commodities, technology and software, and/or Services to be provided
by the Seller under these Terms may be subject to export control laws and regulations, and any supply or use of such Products
and/or Services contrary to such laws and regulations is prohibited.


 


Customer
shall indemnify and hold the Seller harmless against any losses, damages, fees or monetary sanctions imposed as a result of Customer’s
failure to comply with any applicable export control law or regulation.


 


10.
FORCE MAJEURE


 


The
Seller shall not be responsible for any delays in delivery or for any failure in the performance of its obligations due to causes
beyond the Seller's control, including but not limited to: acts of God or the public enemy, natural disasters, fires, floods,
explosions or earthquakes, serious accidents, total or constructive total loss; any law, decision, regulation, directive or other
act of any government or of the EC authorities or of any department, commission, board, bureau, agency, court ; any regulation
or order affecting the supply of Products and/or Services ; war, riots, failure of transportation, strikes or labour troubles
causing cessation, slowdown or interruption of work, delay after due and timely diligence to procure materials, accessories, equipment,
parts and documentation.


 


11.
ASSIGNMENT


 


The
Customer shall not assign an order or any interest therein or any rights there under (including the right to receive delivery)
without the prior written consent of the Seller.


 


12.
SEVERABILITY


 


In
the event that any provision of the Terms should for any reason be held ineffective, the remainder of these Terms shall remain
in full force and effect.


 


13.
NO WAIVER


 


The
failure of either party to enforce at any time any of the Terms or to require performance of the same by the other party shall
in no way be construed to be a present or future waiver of the relevant Terms.


 


14.
GOVERNING LAW


 


The
Terms shall be governed by, subject to and construed and the performance thereof shall be determined in accordance with the laws
of France. Any dispute arising out of the Terms shall be submitted to the exclusive jurisdiction of the Tribunal de Commerce in
Toulouse.


 


<<<<<
END OF DOCUMENT >>>>


 




Confidential and proprietary
document. This document and all information contained herein is the sole property of AIRBUS INTERIORS SERVICES.


No intellectual property rights
are granted by the delivery of this document or the disclosure of its content. This document shall not be reproduced or disclosed
to a third party without the express written consent of AIRBUS INTERIOR SERVICES. This document and its content shall not be used
for any purpose other than for which it is supplied.





 




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