Terms & Conditions of Sale – TT Aviation Services

GENERAL TERMS AND CONDITIONS OF SALE

( Ref:. TCS17/08A/25)

1.⁠ ⁠PURPOSE

These General Terms and Conditions of Supply (“GTCS”) govern all quotations, proposals, offers, and sales made by T&T Aviation Services Pte Ltd (“TTAS”) and all orders placed by the customer (the “Customer”) relating to the supply of products and/or services by TTAS. Such products and services include, without limitation, parts, tools, ground support equipment, modification kits, materials, handling, logistics, training, and digital services (individually, a “Product” or “Service,” and collectively, the “Products and Services”).

The Customer and TTAS are each referred to herein as a “Party” and collectively as the “Parties.”

These GTCS are published and made available on TTAS’s website at www.tt-aviation.com, and may be amended by TTAS from time to time at its sole discretion without prior notice. The version of the GTCS in effect at the time TTAS issues its written acknowledgement of an order shall govern that order and any related transactions.

2.⁠ ⁠DELIVERY

2.1 Delivery Terms

Unless otherwise agreed in writing, all sales of Products, excluding technical data, shall be made on an Ex Works (EXW) or Free Carrier (FCA) basis, at the location specified by TTAS, in accordance with Incoterms 2020.

2.2 Packing and Packaging

Products shall be packed in accordance with applicable specifications, including ATA Specification 300, where applicable. Any special packing or packaging required by law, regulation, or specifically requested by the Customer—including for dangerous goods or specialised containers—shall be charged to the Customer and payable in addition to the Product price.

2.3 Delivery of Technical Data

Technical data, software, documentation, and their respective revisions may be delivered in physical or electronic format, at TTAS’s discretion. Where delivered electronically, such materials shall be deemed delivered upon electronic notification of availability to the Customer.

2.4 Customer Cooperation and Obligations

The Customer shall provide all information, documents, and cooperation reasonably required by TTAS for the export, import, shipment, or delivery of the Products, including any documentation required under applicable law or by relevant authorities in Singapore or any receiving jurisdiction. Failure to comply in a timely manner shall not relieve the Customer of its payment obligations and may result in delays for which TTAS shall bear no liability.

2.5 AOG, Critical, or Expedited Deliveries

TTAS shall use commercially reasonable efforts to meet Aircraft on Ground (AOG), Critical, or Expedited delivery requests. TTAS reserves the right to impose additional charges for such prioritised deliveries, including surcharges from upstream suppliers. These shall be borne by the Customer.

2.6 Forwarder Nomination and Transport Discretion

If the Customer fails to nominate a freight forwarder at the time of the order, TTAS reserves the right, at its sole discretion and at the Customer’s sole risk and cost, to determine the method, means, and carrier of shipment. TTAS shall not be liable for delays or losses arising from such selections made in good faith.

2.7 Failure to Take Delivery

If the Customer fails or refuses to take delivery of Products or Services on the scheduled date, payment shall nevertheless become due as if delivery had taken place. The Customer shall be liable for all costs incurred by TTAS arising from such failure, including but not limited to storage, insurance, handling, or redelivery costs. TTAS may, at its option, treat the Products as abandoned after 30 days and dispose of them at the Customer’s risk and expense.

2.8 Delivery Schedules and Partial Performance

All delivery dates provided by TTAS are estimates only and are not legally binding. TTAS shall not be liable for any loss, damage, cost, or expense (whether direct, indirect, or consequential) arising from any delay. TTAS may deliver Products and/or perform Services in instalments. Any delay in one instalment shall not entitle the Customer to cancel any other instalment or the entire order.

2.9 Suspension or Cancellation by TTAS

TTAS shall be entitled to suspend or cancel delivery of Products or performance of Services with immediate effect and claim recovery of all resulting costs and damages (including legal costs on a full indemnity basis) if the Customer:

(i) fails to pay any invoice due to TTAS;
(ii) becomes insolvent or makes any arrangement with creditors;
(iii) is placed under judicial management, winding-up, or enters liquidation;
(iv) gives reasonable cause for concern as to its financial position;
(v) breaches any confidentiality obligations owed to TTAS (see Clause 14.1);
(vi) provides false, misleading, or materially incomplete information;
(vii) breaches any compliance, export control, or sanctions clause (see Clauses 15 or 17); or
(viii) commits any other material breach of its obligations under these Terms and Conditions.

3.⁠ ⁠ORDERS

3.1 Application of Terms

These General Terms and Conditions of Sale (“GTCS”) shall apply to all purchase orders (“Orders”) submitted by the Customer to TTAS for the supply of Products and/or Services, except where a separate and specific agreement, duly signed by both Parties, expressly overrides the GTCS. The Customer’s own standard terms and conditions of purchase or any similar terms are hereby expressly excluded and shall not apply, regardless of whether such terms are referenced in the Order or otherwise.

3.2 Order Acknowledgement

No Order shall be binding on TTAS unless and until it has been accepted by TTAS in writing through an official order acknowledgement. TTAS may accept or reject any Order in whole or in part, at its sole discretion, without any liability. The binding contract shall consist of TTAS’s order acknowledgement and these GTCS, unless otherwise agreed in writing by TTAS.

3.3 Order Requirements

All Orders must contain complete and accurate information including, but not limited to, part numbers, descriptions, quantities, pricing (if applicable), delivery schedule, shipping instructions, billing instructions, and any other information reasonably requested by TTAS. Where applicable, Orders shall be placed and processed in accordance with current ATA Specifications.

3.4 Minimum Order Requirements

TTAS reserves the right to impose minimum order values, line-item quantities, or standard packaging requirements. Such minimums may vary by Product and shall be communicated to the Customer at the time of quotation or order confirmation.

3.5 Order Changes and Cancellations

Any cancellation, reduction, or modification of an Order after TTAS has issued an acknowledgement shall be subject to TTAS’s prior written consent. In such cases, the Customer shall fully indemnify TTAS for all direct and indirect costs, expenses, and losses incurred as a result, including but not limited to restocking fees, handling charges, and supplier penalties.

3.6 Product Discontinuation or Unavailability

In the event TTAS loses distribution rights to a Product, the Product is discontinued by the OEM, or TTAS is otherwise unable to supply the Product, TTAS may cancel the affected quotation or Order without incurring liability. TTAS shall notify the Customer as soon as reasonably practicable.

3.7 Changes by OEMs or Suppliers

If the OEM or upstream supplier modifies a Product or its pricing, TTAS shall inform the Customer of the change. The Customer must respond within a reasonable time to accept or reject the change. If rejected, the Customer may cancel the affected item(s) from the Order without further liability.

3.8 No Liability for Cancellations

TTAS shall not be liable for any damages, losses, or compensation in connection with the cancellation of any quotation or Order in accordance with this Clause.

4.⁠ ⁠PRICES

4.1 Validity and Currency

Unless otherwise stated in writing by TTAS, all prices quoted are in U.S. Dollars (USD), exclusive of Goods and Services Tax (GST), duties, levies, and any other applicable taxes or fees. All quotations are valid for thirty (30) calendar days from the date of issuance, unless otherwise specified by TTAS in writing, and are subject to change without prior notice.

4.2 Exclusions

Quoted prices exclude freight, insurance, export and import duties, customs clearance fees, bank charges, packing (unless standard packaging), special documentation, testing, or certification requirements not specified in the quotation. Any such additional charges incurred shall be borne by the Customer.

4.3 Changes in Pricing

TTAS reserves the right to revise prices at any time prior to order acknowledgement in the event of:

(a) changes in exchange rates, raw material costs, labor, OEM/supplier pricing, or manufacturing costs;

(b) errors or omissions in a quotation; or

4.4 Pricing Source

In the event of discrepancies between a quotation and TTAS’s order acknowledgement, the prices indicated in the order acknowledgement shall prevail unless otherwise agreed in writing by the Parties.

4.5 Minimum Charges

TTAS may apply minimum order values, line-item minimums, or handling fees for small value Orders, which shall be indicated in the quotation or order acknowledgement.

4.6 Taxes and Duties

All prices are exclusive of applicable taxes, including but not limited to GST, sales tax, withholding tax, or similar levies imposed by any governmental authority. The Customer shall be responsible for all such taxes unless the Customer provides valid exemption documentation acceptable to TTAS and relevant authorities. If TTAS is required to collect or remit any such taxes on behalf of the Customer, such amounts will be added to the invoice.

5.⁠ ⁠PAYMENT TERMS

5.1 Payment Due Date

Unless otherwise agreed in writing by TTAS, all payments shall be made by the Customer in full within thirty (30) calendar days from the date of TTAS’s invoice. Time for payment shall be of the essence.

5.2 Currency and Method

Payments shall be made in the currency stated on the invoice, by bank transfer to the account designated by TTAS, without any deduction, withholding, set-off or counterclaim of any kind, and free of bank charges or other transaction costs.

5.3 Advance or Milestone Payments

TTAS reserves the right to require advance payment, milestone-based payments, or irrevocable letters of credit prior to acceptance or fulfillment of any order, particularly in cases involving export controls, custom or special products, or new Customers without an established credit history.

5.4 Late Payment

Without prejudice to any other rights or remedies available to TTAS under law or these Terms and Conditions:

(a) Interest shall accrue on any overdue amounts at a rate of one and a half percent (1.5%) per month (or the maximum rate permitted under applicable law, whichever is lower), calculated from the due date until full payment is received.

(b) TTAS shall be entitled to suspend deliveries or performance of any current or future orders until all overdue amounts are paid in full.

(c) TTAS may cancel or terminate any existing contracts or orders if payment default continues for more than fifteen (15) days.

5.5 Disputed Invoices

In the event of a bona fide dispute regarding an invoice, the Customer shall notify TTAS in writing within ten (10) calendar days of the invoice date, specifying the reasons for the dispute. The undisputed portion shall remain payable in accordance with Clause 5.1. The Parties shall use reasonable efforts to resolve the dispute in good faith. Failure to raise a dispute within the time frame shall be deemed acceptance of the invoice in full.

5.6 No Set-Off

The Customer shall not be entitled to withhold payment of any amount due to TTAS by reason of any set-off or counterclaim unless such set-off or counterclaim has been agreed to in writing by TTAS or has been finally adjudicated by a court of competent jurisdiction.

5.7 Costs of Collection

The Customer shall be liable for all costs and expenses (including legal fees on a full indemnity basis) incurred by TTAS in the collection of overdue payments or enforcement of payment obligations.

6.⁠ ⁠TITLE AND RISK OF LOSS

6.1 Transfer of Risk

Unless otherwise agreed in writing, the risk of loss or damage to the Products shall pass to the Customer in accordance with the Incoterms®️ 2020 applicable to the delivery term specified by TTAS in its order acknowledgment (e.g., EXW or FCA). If no Incoterm is specified, risk shall pass to the Customer upon TTAS making the Products available for collection at its designated facility.

6.2 Transfer of Title

Title to the Products shall pass to the Customer only upon full and final receipt by TTAS of all amounts due under the relevant order, including applicable interest, taxes, and charges. Until such payment is received:

(a) the Customer shall hold the Products as bailee for TTAS and shall keep them clearly identified as TTAS’s property;

(b) TTAS shall have the right to repossess the Products at any time, at the Customer’s expense, without prejudice to any other rights or remedies available under law or contract.

6.3 No Right to Pledge or Encumber

Prior to the transfer of title, the Customer shall not pledge, assign, transfer, charge, or otherwise encumber the Products in any manner, nor allow any lien or security interest to be created over them.

6.4 Insurance

Until title passes to the Customer, the Customer shall maintain, at its own cost, appropriate insurance coverage for the Products against all risks of loss or damage with TTAS named as loss payee or beneficiary. Proof of such insurance shall be provided upon request.

6.5 Return of Products

If delivery is delayed due to the Customer’s failure to take possession or for any other reason attributable to the Customer, risk shall pass as if delivery had occurred, and the Customer shall bear all associated costs including insurance, storage, and handling. In such cases, TTAS may, at its discretion, store the Products at the Customer’s risk and cost or resell them.

7.⁠ ⁠WARRANTY

7.1 Warranty Coverage

TTAS warrants that the Products supplied under these General Terms and Conditions of Sale (GTCS) shall, at the time of delivery, conform to the applicable specifications provided by TTAS or the original equipment manufacturer (OEM), and shall be free from defects in material and workmanship for a period of twelve (12) months from the date of delivery for factory new and overhaul condition, six(06) months from date of delivery for SV condition, unless otherwise stated in writing.

7.2 Remedies

In the event of any breach of the above warranty, TTAS’s sole obligation and the Customer’s exclusive remedy shall be, at TTAS’s option:

(a) the repair of the defective Product;

(b) the replacement of the defective Product; or

Any repaired or replaced Products shall be warranted for the remainder of the original warranty period.

7.3 Exclusions

The warranty under Clause 7.1 shall not apply to any Product that:

(a) has been subjected to misuse, abuse, negligence, improper storage, installation, handling, maintenance, or repair by any party other than TTAS or its authorised representative;

(b) has been altered or modified in any manner without TTAS’s prior written consent;

(c) has been damaged due to causes beyond TTAS’s control, including but not limited to accident, fire, water, lightning, or other force majeure event; or

(d) is consumable or perishable in nature and has expired or degraded due to the passage of time.

7.4 Warranty Claims

To make a claim under this warranty, the Customer must:

(a) notify TTAS in writing of the alleged defect within ten (10) business days of its discovery and within the applicable warranty period;

(b) provide all relevant details regarding the claim, including Product identification, description of the defect, and supporting documentation; and

Products returned without TTAS’s prior authorisation may be refused.

7.5 Disclaimer

Except as expressly stated in this Clause 7, TTAS makes no other warranties or representations, express or implied, including without limitation any warranties of merchantability, fitness for a particular purpose, or non-infringement. All such warranties are expressly disclaimed to the fullest extent permitted under applicable law.

7.6 Third-Party Products

The warranty shall be limited to the warranty offered by the OEM or supplier, to the extent transferable.

8.⁠ ⁠RETURNS

8.1 Return Authorisation Required

No Products shall be returned to TTAS without TTAS’s prior written authorisation in the form of a Return Material Authorisation (“RMA”). The issuance of an RMA does not constitute acceptance of liability or acknowledgment of defect by TTAS.

8.2 Return Conditions

Unless otherwise agreed in writing, all returned Products must:

(a) be returned within thirty (30) calendar days from the date of RMA issuance;

(b) be in their original condition, unused, and in the original packaging (where applicable);

(d) include relevant documentation such as delivery notes, packing slips, or invoices.

8.3 Non-Defective Returns

Returns of Products that are not defective or not due to any fault of TTAS (e.g., Customer ordering error, surplus inventory) may be accepted at TTAS’s sole discretion. Such returns may be subject to:

(a) a restocking fee of up to 25% of the original invoiced price or USD2,000.00 whichever is greater; and

(b) the Customer bearing all transportation, handling, and inspection costs associated with the return.

8.4 Defective Product Returns

Where Products are returned due to defect and such defect is confirmed by TTAS, TTAS will bear the reasonable shipping costs for the return, and Clause 7.2 (Remedies) shall apply. If, upon inspection, TTAS determines that the returned Product is not defective or the defect is not covered under warranty, the Customer shall be responsible for any associated costs, including inspection, repair (if requested), and return shipping.

8.5 Rejected or Unauthorised Returns

TTAS reserves the right to reject any Products returned without proper RMA documentation or that do not comply with the conditions set forth in this Clause. Such Products may be returned to the Customer at its cost and risk.

8.6 Return of Non-TTAS Products

Products not originally sold by TTAS or not traceable to a TTAS order may not be returned and shall be returned to the Customer at its sole expense.

9.⁠ ⁠TITLE AND RISK OF LOSS

9.1 Transfer of Title

Unless otherwise agreed in writing, title to the Products shall pass to the Customer only upon full and final payment of all amounts due and payable to TTAS in respect of the relevant order, including any applicable interest, taxes, and fees. Until such payment is received, TTAS shall retain full legal and beneficial ownership of the Products.

9.2 Risk of Loss or Damage

Risk of loss, damage, or destruction to the Products shall transfer to the Customer in accordance with the applicable Incoterm specified in the order confirmation or invoice, as interpreted under Incoterms®️ 2020. In the absence of a specified Incoterm, risk shall pass to the Customer at the point of delivery as defined in Clause 2.

9.3 Retention of Title

Until title to the Products passes to the Customer:

(a) the Customer shall hold the Products as bailee for TTAS and keep them in good condition, clearly marked as the property of TTAS, and insured at the Customer’s expense for their full replacement value;

(b) the Customer shall not pledge, charge, assign, transfer, or otherwise dispose of the Products or any interest therein; and

(c) TTAS shall have the right, at any time and without notice, to enter the Customer’s premises to inspect the Products or, in the event of non-payment or insolvency, to repossess the Products.

9.4 Software and Data Licensing

Notwithstanding anything to the contrary, title to any software, documentation, or technical data provided by TTAS shall not transfer to the Customer. Such materials are provided under licence only and subject to the terms of use specified by TTAS or its licensors.

9.5 Customer Acknowledgement

The Customer acknowledges that this Clause 9 constitutes a retention of title clause pursuant to Section 4(3) of the Sale of Goods Act 1979 (Cap. 393), as modified and applicable under Singapore law.

10.⁠ ⁠FORCE MAJEURE

10.1 Definition

TTAS shall not be liable for any delay or failure to perform any of its obligations under the GTCS or any order, quotation, or agreement if such delay or failure arises from or is attributable to acts, events, omissions, or accidents beyond its reasonable control, including but not limited to:

(a) natural disasters or acts of God (including fire, flood, earthquake, or storm);

(b) war (whether declared or not), terrorism, civil unrest, riot, or sabotage;

(d) epidemic, pandemic, outbreak of infectious disease, or government-imposed quarantine or restrictions;

(e) embargoes, trade restrictions, or sanctions;

(f) delays or failures by suppliers or subcontractors due to force majeure;

(g) governmental acts or regulations, compliance with laws or orders issued by a competent authority, including export or import restrictions;

(h) cyberattacks, internet disruptions, or power outages.

10.2 Notification

TTAS shall notify the Customer in writing within a reasonable period after becoming aware of the force majeure event and shall use commercially reasonable efforts to mitigate the impact of the event on its performance.

10.3 Suspension of Obligations

Where a force majeure event occurs, TTAS’s obligations shall be suspended for the duration of the event and for such time thereafter as is reasonably required to resume performance. TTAS shall not be liable to the Customer for any direct, indirect, special, or consequential loss or damage arising from or in connection with any such delay or failure to perform.

10.4 Termination Right

If the force majeure event continues for a period of more than ninety (90) consecutive days, either Party may terminate the affected portion of the contract or order by providing written notice to the other Party. In such event, TTAS shall be entitled to receive payment for all Products and Services delivered or performed prior to termination, and the Customer shall have no further claim against TTAS for any undelivered portion.

11.⁠ ⁠WARRANTIES

11.1 Product Warranty

TTAS warrants that the Products supplied under these GTCS shall, at the time of delivery:

(a) conform to the applicable specifications, part numbers, and descriptions as specified in the relevant order or TTAS quotation; and

(b) be free from defects in material and workmanship under normal use and service, for a period of twelve (12) months from the date of delivery for New and Overhaul conditions or six (6) months in SV condition.

11.2 Service Warranty

TTAS warrants that the Services it provides shall be performed in a professional and workmanlike manner, consistent with generally accepted industry standards. Any claim for defective Services must be notified in writing within warranty period

11.3 Exclusions

This warranty does not apply to, and TTAS shall have no liability for:

(a) Products that have been subject to misuse, improper installation, neglect, accident, damage, unauthorized repair or modification, or use beyond rated capacity or contrary to the manufacturer’s instructions;

(b) normal wear and tear, or expendable and consumable items (such as seals, filters, gaskets, etc.);

(d) defects caused by the Customer’s failure to comply with applicable laws, regulations, or aircraft maintenance and operation requirements.

11.4 Remedy

TTAS’s sole obligation and the Customer’s exclusive remedy under this warranty shall be, at TTAS’s sole option:

(a) to repair or replace the defective Product or part thereof;

(b) to re-perform the defective Service; or

11.5 Return Procedure

Any claim under this Clause must be made in writing to TTAS within the applicable Warranty Period and include sufficient detail of the defect. The Customer shall return the Product, at its cost, to TTAS (or as instructed) for evaluation, accompanied by an RMA (Return Material Authorization) reference. Freight and insurance costs for any repaired or replacement Product returned to the Customer shall be borne by TTAS.

11.6 Disclaimer

Except for the express warranties stated above, TTAS makes no other warranties, express or implied, including without limitation, any warranties of merchantability or fitness for a particular purpose, or any warranty arising from course of dealing, usage, or trade practice. TTAS expressly disclaims all such warranties to the fullest extent permitted by law.

11.7 No Extension

Repair, replacement, or re-performance shall not extend or renew the original Warranty Period.

12.⁠ ⁠TITLE AND RISK OF LOSS

12.1 Risk of Loss

Risk of loss or damage to the Products shall pass to the Customer in accordance with the applicable Incoterm (as defined under Incoterms 2020) specified in the order acknowledgment or quotation. Where no Incoterm is specified, risk shall pass EXW (Ex Works) TTAS’s facility or other place designated by TTAS, upon placement of the Products at the disposal of the Customer.

12.2 Transfer of Title

Title to the Products shall pass to the Customer only upon full and final payment of all sums due to TTAS under the applicable order, including any interest and additional charges. Until such time, TTAS shall retain legal and beneficial ownership of the Products.

12.3 Customer’s Obligations Prior to Transfer of Title

Until title has passed:

(a) the Customer shall hold the Products as bailee for TTAS and shall store them in a manner that clearly identifies them as TTAS’s property;

(b) the Customer shall not pledge or charge the Products by way of security or otherwise dispose of them except in the ordinary course of business; and

(c) TTAS shall be entitled, without prejudice to any other rights or remedies, to enter the Customer’s premises to repossess the Products if the Customer defaults in payment or becomes insolvent.

12.4 Rejection and Return

Notwithstanding the passage of risk, if the Customer lawfully rejects any Product that does not conform to the agreed specifications, the risk in such Product shall revert to TTAS upon receipt of written notice of rejection and actual return of the Product to TTAS’s designated location.

12.5 Export and Import Responsibilities

The Customer shall be responsible for complying with all applicable export and import laws and regulations and shall bear all duties, taxes, and charges associated with the transportation, clearance, and delivery of the Products.

13.⁠ ⁠INSPECTION AND ACCEPTANCE

13.1 Inspection Upon Receipt

The Customer shall inspect the Products immediately upon receipt at the delivery destination. Any claim for shortage, damage, defect, or non-conformity must be submitted in writing to TTAS within seven (7) calendar days of receipt of the Products. Failure to provide such notice within this period shall constitute unqualified acceptance of the Products.

13.2 Rejection of Non-Conforming Products

If the Products fail to conform to the applicable specifications or order requirements and such non-conformity is not due to improper handling or storage by the Customer, the Customer shall notify TTAS in writing within the inspection period, specifying in detail the nature of the non-conformity. TTAS, at its sole discretion, shall either:

(a) replace the non-conforming Products;

(b) repair the non-conforming Products; or

13.3 Return Authorisation

No Products may be returned without prior written authorisation from TTAS. TTAS will issue a Return Material Authorisation (RMA) number which must be referenced on all returned Products and related documents. Products returned without an RMA may be refused and returned at the Customer’s cost and risk.

13.4 Condition of Returned Products

All returned Products must be in the same condition as received, unless otherwise agreed. TTAS reserves the right to reject any return if the Products have been altered, tampered with, installed, or misused.

13.5 Inspection Does Not Waive Warranty Rights

Inspection or failure to inspect by the Customer shall not relieve TTAS of its obligations under any applicable warranty, but acceptance shall preclude rejection except for latent defects.

13.6 Partial Shipments

The Customer shall not reject partial shipments or deliveries that substantially conform to the order. Each shipment or delivery shall be deemed a separate and independent transaction, and acceptance of any part shall not obligate the Customer to accept the remainder.

13.7 No Liability for Delayed Rejection

TTAS shall not be liable for any costs, damages, or losses resulting from any delayed inspection or rejection of the Products by the Customer outside the permitted inspection period.

14.⁠ ⁠CONFIDENTIALITY

14.1 Definition of Confidential Information

“Confidential Information” means all non-public, proprietary, technical, commercial, financial, or business information, whether in written, oral, electronic, or other form, that is disclosed by TTAS to the Customer, directly or indirectly, and that is identified as confidential or which, by its nature or the circumstances of disclosure, ought reasonably to be understood as confidential.

14.2 Obligation of Confidentiality

The Customer agrees to:

(a) maintain all Confidential Information in strict confidence;

(b) use the Confidential Information solely for the purpose of fulfilling its obligations or exercising its rights under this GTCS;

(c) not disclose such Confidential Information to any third party without the prior written consent of TTAS, except to its employees, Affiliates, officers, or professional advisors who have a strict need to know and are bound by similar obligations of confidentiality.

14.3 Exclusions

The obligations in this Clause 14 shall not apply to any Confidential Information that the Customer can demonstrate by written evidence:

(a) was in the public domain at the time of disclosure or becomes publicly available through no fault of the Customer;

(b) was lawfully known to the Customer prior to disclosure without any obligation of confidentiality;

(d) was independently developed by the Customer without reference to TTAS’s Confidential Information.

14.4 Compelled Disclosure

If the Customer is required by law, regulation, or court order to disclose any Confidential Information, it shall, to the extent legally permissible, notify TTAS promptly in writing prior to making any such disclosure and cooperate with TTAS, at TTAS’s expense, in seeking an appropriate protective order or other remedy.

14.5 Return or Destruction of Confidential Information

Upon termination or completion of the agreement or upon TTAS’s written request, the Customer shall promptly return or destroy all Confidential Information (including all copies), except that one (1) archival copy may be retained solely for compliance or legal purposes, subject to continued confidentiality obligations.

14.6 Equitable Relief

The Customer acknowledges that unauthorised disclosure or use of TTAS’s Confidential Information may cause TTAS irreparable harm for which monetary damages may be inadequate. TTAS shall be entitled to seek injunctive or other equitable relief to prevent or restrain such breach, in addition to any other legal remedies available.

14.7 Survival

The obligations under this Clause shall survive for a period of five (5) years following the expiration or termination of any agreement to which these GTCS apply, or longer if required by applicable law or regulation.

15.⁠ ⁠COMPLIANCE WITH LAWS

15.1 General Compliance

The Customer shall at all times comply with all applicable laws, regulations, rules, directives, and requirements of any governmental or regulatory authority with jurisdiction over its business, operations, or the use of the Products and Services,

15.3 Export Control and Sanctions Compliance

The Customer acknowledges that the Products, Services, technical data, and software provided by TTAS may be subject to export control, customs, and sanctions laws and regulations, including those of Singapore, the United States, the European Union, and any other applicable jurisdictions.

The Customer shall not, directly or indirectly:

(a) export, re-export, transfer, or otherwise make available any such items in violation of any applicable export control laws or regulations;

(b) sell or supply Products or Services to any country, entity, or individual subject to sanctions or embargoes imposed by the United Nations, Singapore, the United States, the European Union, or other competent authorities;

(c) use the Products or Services for any purpose prohibited by applicable laws, including but not limited to nuclear, missile, or chemical/biological weapons activities.

15.4 Licences and Permits

The Customer is solely responsible for obtaining and maintaining any and all licenses, permits, consents, or approvals necessary for the import, use, resale, or distribution of the Products or Services, as required by applicable laws and regulations in the relevant jurisdictions.

15.7 Termination for Breach

Any breach of this Clause 15 by the Customer shall constitute a material breach of these GTCS and shall entitle TTAS to terminate any outstanding order or agreement immediately upon written notice, without liability, and to seek full indemnification for any resulting loss, damage, costs or expenses.

16.⁠ ⁠FORCE MAJEURE

16.1 Definition and Scope

TTAS shall not be liable for any failure to perform, or delay in performing, any of its obligations under these GTCS or any related order to the extent that such failure or delay is caused by, or results from, an event of Force Majeure.

A “Force Majeure” event shall include, but not be limited to:

(a) acts of God, natural disasters, pandemics, epidemics, floods, earthquakes, fires, and other extreme weather events;

(b) war (declared or undeclared), armed conflict, terrorist acts, civil unrest, rebellion, revolution, insurrection, or acts of sabotage;

(d) embargoes, sanctions, trade restrictions, export or import restrictions, or governmental or regulatory actions;

(e) failures or interruptions of utilities, transportation, or telecommunications networks;

(f) shortages or inability to obtain raw materials, labour, fuel, or components from usual sources despite commercially reasonable efforts; or

(g) any other events beyond the reasonable control of TTAS.

16.2 Notice and Mitigation

In the event of a Force Majeure event, TTAS shall:

(a) notify the Customer in writing as soon as reasonably practicable, specifying the nature and expected duration of the Force Majeure event; and

(b) use commercially reasonable efforts to mitigate the effects of the Force Majeure event and resume performance of its obligations as soon as reasonably possible.

16.3 Suspension and Termination

Where a Force Majeure event continues for more than sixty (60) calendar days, either Party may terminate the affected order(s) without liability by providing written notice to the other Party, provided that the Force Majeure event substantially prevents performance of such order(s).

Termination of an order under this Clause shall not affect any rights or obligations accrued prior to the effective date of termination.

16.4 No Waiver of Payment Obligations

Nothing in this Clause 16 shall relieve the Customer of its obligation to pay for any Products or Services already delivered or performed prior to the occurrence of the Force Majeure event, or for any amounts due for Products specially ordered, manufactured, or prepared for delivery.

GENERAL TERMS AND CONDITIONS OF SALE

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