Honeywell Equipment Bailment Agreement

HONEYWELL EQUIPMENT BAILMENT AGREEMENT

OPERATOR

1. Name / 3. Phone
2. Address

AIRCRAFT IDENTIFICATION

4. Model No.

5. Aircraft Serial No.

6. Aircraft Registration No.

7. / MSP / EMCPP / CMSP / GMA / Other /

Plan Contract No.

HONEYWELL-OWNED RENTAL EQUIPMENT IDENTIFICATION

9. Equipment Description / 13. Current Hours
10. Model / 14. Current Cycles
11. Part Number / Program/Purpose for Bailment:
12. Serial Number

BAILMENT TERMS

16. Operator’s P.O. Number / 17. Date of Operator’s P.O.
18. Operating Charges / 18.a. Per Hour $ (U.S.) /

Additional Information:

18.b. Per Day $ (U.S.)
20. Minimum Total or Daily Charge $ (U.S.)
21. Deposit / Advanced Payment Required
(Check one) Yes No $(U.S.) / 22. Test Cell Fee $ (U.S.)
(PAYABLE IF PERFORMANCE TEST IS NOT ACCOMPLISHED PRIOR TO EQUIPMENT REMOVAL)
23. Late Return Charges
$ (U.S.) Per Hour $ (U.S.) Per Day $ (U.S.) Assessed starting: 16th day after Operator’s equipment is ready Initials
$ (U.S.) Assessed starting: 26th day after Operator’s equipment is ready
24.Operator acknowledges the necessity for prompt return of the Equipment and agrees to pay the daily delay rental charges set forth above for each day of delay in return of the Engine/Equipment by the assignment of initials:
Initials
25.Equipment will be located at:
Equipment will be operated out of: / Address:

Minimum Insurance Amount $ (U.S.)

27. Terms of Payment: Net 30 days
28.Payee:
29. Period of Rental/Loan days. Commencing date: Ending date:
30.Equipment to be returned to:

APU FOD REPAIR PROGRAM

31. APU FOD Repair Program (see Article 8 on Reverse)
Maximum value of $25,000 / $50,000 / $100,000 (Circle One)
at a cost of $1,200.00 /$1,800.00 /$2,900.00
AcceptDecline

The authorized parties have signed this Agreement, inclusive of the Terms and Conditions listed on the reverse side hereof and incorporated by this reference, which will be effective as of the date executed by the last party as set forth below. In the absence of an authorized signature for Operator upon this Agreement, possession and use of the Equipment by Operator shall be its consent and agreement to the terms and conditions contained in this Agreement.

OPERATOR
Name: Date:
Signature:______
Title: / HONEYWELL
Name: Date:
Signature:______
Title:

EQUIPMENT BAILMENT AGREEMENT

Honeywell, a Delaware corporation, through Honeywell International, Inc.

LIMITED RIGHT TO USE. Honeywell hereby makes available for use to Operator, and Operator accepts such bailment from Honeywell, the Honeywell -Owned Rental Equipment (Equipment) for the period specified in Block 29 on the front of this Agreement, subject to the terms and conditions of this Agreement. Title to the Equipment is and will remain vested in Honeywell and Operator will not (i) acquire any title or other interest in the Equipment, or any right except the limited and conditional right to use as expressly set forth herein, (ii) permit any lien, encumbrance or security interest to attach to the Equipment, (iii) permit the Equipment to be subjected to any interchange or pooling arrangement, or (iv) permit the Equipment to be operated by or to be in the possession of any person other than Operator. Operator agrees to execute such documents as requested by Honeywell, including, but not limited to, UCC-1 and/or FAA financing statements, for the purpose of providing notice of Operator's limited and conditional right to use the Equipment hereunder. The cost of such filing will be paid by Operator. Operator will permit any person designated by Honeywell to visit and inspect the Equipment, work performed on the Equipment by Operator or its agents, and the records maintained in connection therewith.
RENT. Operator agrees to pay the Operating Charges (hourly and daily), the Minimum Total Daily Charge, the Deposit/Advance Payment, and other charges/fees (as applicable) provided on the front side of this Agreement. Daily charges begin on the date Operator receives the Equipment and end on the date Honeywell receives the Equipment (including the Logbook and all components originally delivered with the Equipment). The Rent is to be paid monthly and is due and payable within thirty (30) days of the date of Honeywell's invoice. Operator will advise Honeywell in writing of the number of operating hours accumulated with respect to the Equipment in each calendar month by the tenth (10th) day of the subsequent calendar month.
INSTALLATION / SHIPPING CHARGES. Operator shall pay all costs and expenses incurred for installation, removal and transportation of the Equipment to and from Honeywell authorized facilities.
ACCEPTANCE. Unless Operator within two (2) days of delivery of the Equipment gives written notice to Honeywell specifying any defect in or other proper objection to the Equipment, Operator will be conclusively deemed to have fully inspected and determined the Equipment is in good condition and working order, and Operator is satisfied with and has accepted the Equipment in such good condition and working order.
MAINTENANCE. Operator will perform all maintenance and maintain a true and accurate log of all maintenance performed on the Equipment as required by:

(i) Operating procedures, manuals, service bulletins or other instructions published by Honeywell;
(ii) Other applicable publications including aircraft flight manuals; and
(iii) All applicable government directives, law, rules and regulations.

RETURN OF EQUIPMENT AND DAILY RENTAL CHARGES. Operator agrees that its right of possession and use of the Equipment will terminate (i) on the Ending Date in Block 29 on the front of this Agreement, or (ii) earlier, upon five (5) days written notice requesting return of the Equipment, in each case, irrespective of whether there is a dispute of the proper amount of the charges, or responsibility for repair or overhaul of the Operator's own equipment or other charges. Upon termination of Operator's right of possession and use of the Equipment, Operator shall, at its expense, accomplish a performance serviceability inspection of the Equipment which shall be witnessed and certified to in the Equipment logbook by a licensed power plant mechanic. Operator will then remove the Equipment from the aircraft and ship the Equipment (including the Logbook and all components originally delivered with the Equipment) for delivery to the Honeywell authorized facility identified in Block 30 on the front of this Agreement via airfreight. Such Equipment inspection, removal and delivery will be accomplished within five (5) days after termination of Operator's right to possession and use. Operator acknowledges the necessity for timely return of the Equipment and agrees to pay the Late Return Charges set forth in Block 23 on the front side of this Agreement for each day of delay in the return of the Equipment.
RISK OF LOSS. Delivery terms are EXWORKS (Incoterms 2000), Honeywell’s facility. Operator is responsible for all loss or damage to the Equipment arising from (a) any omission of maintenance or improper maintenance, (b) any repair, overhaul, storage, installation, inspection, service, packing, removal, and/or operation which occurs following a Honeywell Repair & Overhaul shipment of the Equipmentwhich is not in accordance with Honeywell manuals, instructions, service bulletins, or other applicable publications including aircraft flight manuals and government directives, (c) loss of Equipment logbook(s) or failure to log maintenance performed on the Equipment; or (d) any loss, accident, foreign object damage, or other event. Operator will pay all charges (in accordance with Honeywell's then established Repair & Overhaul retail prices for sale or repair of Equipment) necessary to replace or repair the Equipment (including Equipment Logbook) because of any such loss or damage. If the APU FOD Repair Program is accepted, Operator will pay all charges exceeding the maximum value set forth in Block 31, APU FOD Repair Program on the fron of this Agreement. Operator agrees to maintain, until return of the Equipment to Honeywell, insurance coverage naming Honeywell as an additional insured, under Operator's Aircraft Liability and Hull Insurance, such insurance to include public liability, passenger liability and property damage liability. In addition, Operator shall obtain from its hull insurance carriers a loss payee clause, in favor of Honeywell. Such hull insurance shall be in amount no less than the minimum amount shown in Block 26 on the front of this Agreement, insuring the Equipment against all risks of theft, fire or other loss or damage, including coverage while on the ground, taxiing, in-flight as well as while in transit.
APU FOD REPAIR PROGRAM. Foreign Object Damage (FOD) means damage caused by and incidental to impact or ingestion of any substance or element external to the equipment including but not limited to birds, hail, stones or debris. Honeywell will pay for repair(s) on the Equipment including normal wear and tear, up to the maximum value purchased by Operator as reflected in Block 31 purchased by Operator. Honeywell will direct Equipment to repair facility of its choice. In no event will Honeywell and its affiliates be liable for incidental or consequential damages.
INDEMNIFICATION. Operator shall indemnify, defend and hold Honeywell, its affiliates and their respective officers, directors, shareholders and employees ("Indemnified Persons") harmless from all liabilities, damages, penalties, claims, actions, suits, costs and expenses of every kind and nature incurred by or asserted against any Indemnified Person in any way relating to or arising out of the leasing, possession, rental, use, condition, operation, transportation, or return of any equipment unless due to the sole negligence of Honeywell.
TAXES. Honeywell’s pricing excludes all taxes (including, but not limited to, sales, use, excise, value-added or other similar taxes), duties and charges. Operator is responsible for all such taxes, duties, and charges resulting from this Agreement or Honeywell’s performance, whether now or hereafter imposed, levied, collected, withheld or assessed. If Honeywell is required to impose, levy, collect, withhold or assess any such taxes, duties or charges on any transaction under this Agreement, then in addition to the charges in connection with this Agreement, Honeywell will invoice Operator for such taxes, duties, and charges unless at the time of this Agreement Operator furnishes Honeywell with an exemption certificate or other documentation sufficient to verify exemption from such taxes, duties or charges.
DISCLAIMER. THE EQUIPMENT AND ANY RELATED DOCUMENTS THERETO ARE PROVIDED AS-IS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY EXPRESS WARRANTY AS TO THE AIRWORTHINESS OR CONDITION OF THE EQUIPMENT AND ANY IMPLIED WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. HONEYWELL'S LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED TO THE CONTRACT PRICE FOR THE SPECIFIC PRODUCT OR SERVICE THAT GIVES RISE TO THE CLAIM. IN NO EVENT WILL HONEYWELL BE LIABLE FOR ANY INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INDIRECT DAMAGES, LOSS OF PROFITS, LOSS OF REVENUES, OR LOSS OF USE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE LIMITATIONS AND EXCLUSIONS WILL APPLY REGARDLESS OF WHETHER LIABILITY ARISES FROM BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), BY OPERATION OF LAW, OR OTHERWISE.
THIRD PARTY BENEFICIARY, POWER OF ATTORNEY. If this Equipment Bailment Agreement is obtained through a Honeywell Authorized Service Center, Operator acknowledges and agrees that the Honeywell Authorized Service Center (Service Center) signing this Agreement is an express third party beneficiary of this Agreement and that Service Center has been granted a power of attorney to sign this Agreement on Honeywell's behalf and to enforce the rights of Honeywell under this Agreement. The rights and benefits of Honeywell under this Agreement shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by, the successors and assigns of Honeywell. Honeywell shall be entitled to the benefit of this Agreement as if the Agreement had been made directly between the Operator and Honeywell. Operator acknowledges and agrees that Honeywell will have no obligation to provide maintenance, support or warranties or any other services or any goods to Operator, except as otherwise agreed in writing by Honeywell.
COMPLIANCE WITH LAWS AND REGULATIONS. Operator at its sole cost and expense will a) comply with all applicable U.S. and foreign government laws and regulations, and b) indemnify Honeywell from and be responsible for obtaining all necessary licenses, permits and approvals to export and import the Equipment. .
COLLECTION. Operator agrees to pay all reasonable attorney's fees, costs, and expenses incurred by Honeywell or its agent in the enforcement of or in the consequence of any breach of this Agreement by Operator. Operator grants to Honeywell a lien and security interest with respect to aforesaid Aircraft, including Operator's Equipment for all obligations and liabilities arising under this Agreement, or by reason of charges due for overhaul or repair of Operator's equipment. In the event Operator is unable to grant such a lien and security interest in favor of Honeywell, Operator will establish an alternative form of secuirty requested by Honeywell, including but not limited to an irrevocable standby letter of credit in favor of Honeywell in the form, amount and duration as specified by Honeywell.
ASSIGNMENT. Operator will not assign the Agreement or portion thereof without the prior written consent of Honeywell, and any attempted assignment without such consent shall be void. Honeywell may assign the Agreement in connection with the sale or transfer of all or substantially all of the assets of the business to which it pertains.
APPLICABLE LAW. This Agreement will be governed by the laws of the State of New York, U.S.A. without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto, will not apply. Any suit must be brought in a state or federal court sitting in New York City, New York, and the Parties irrevocably consent to personal and exclusive jurisdiction and forum of, and agree to be bound by any judgment and orders rendered by, these courts.
SEVERABILITY. If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator appointed under this Agreement or a court of competent jurisdiction, then the validity and enforceability of the remaining provisions of this Agreement will not be affected and, in lieu of such illegal, invalid, or unenforceable provision, there will be added as part of this Agreement one or more provisions as similar in terms as may be legal, valid and enforceable under applicable law.
WAIVER. The failure of either party to enforce at any time any of the provisions of this Agreement will not be construed to be a continuing waiver of any provisions hereunder nor will any such failure prejudice the right of such party to take any action in the future to enforce any provisions hereunder.
ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior representations or agreements, oral or written, and all other communications between the parties relating to the subject matter hereof. This Agreement will not be varied except by an instrument in writing subsequently executed by an authorized representative of each party