General Terms of Compliance

1. Representations and Commitments Regarding Sanctions Compliance

The Customer, Client, Supplier, Service Provider, Vendor, Lessor, Lessee, Partner, Agent, Subcontractor (hereinafter referred to as the “Company”) hereby declares to “Aero Surround”, MB (hereinafter – “Aero Surround”), and guarantees and agrees as follows:

1.1. Sanctions Status

The Company confirms that neither it nor any of its directors, officers, employees, contract staff, delegated personnel, subsidiaries, nor—based on the Company’s reasonable and diligent inquiry—any of its agents, subcontractors, suppliers, affiliates, or any other individuals or entities acting on its behalf or in association with it (collectively referred to as “Persons”) are:

(a) Identified as, or acting for or on behalf of, or owned or controlled by any individual or entity that is currently subject to economic, financial, or trade sanctions, embargoes, or restrictive measures imposed or enforced by any of the following authorities:

The United States of America (including the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC), the Bureau of Industry and Security of the U.S. Department of Commerce, and the U.S. Department of State)
The United Nations
The European Union
The United Kingdom (including HM Treasury and the Office of Financial Sanctions Implementation (OFSI))
Any jurisdiction where Aero Surround or the Company is incorporated, conducts business, or where this agreement is executed
Any other relevant governmental or regulatory body

This includes, but is not limited to, listings such as the OFAC Specially Designated Nationals and Blocked Persons List, the U.S. Denied Persons List, the UK Sanctions List, and the OFSI Consolidated List, or any similar sanctions lists issued or maintained by the aforementioned authorities, as updated from time to time (collectively referred to as “Sanctions”).

(b) Based in, registered in, operating from, or residing in any country, region, or territory that is currently subject to Sanctions or whose government is targeted by such measures. This includes, but is not limited to: Afghanistan, North Korea, Syria, Iran, Cuba, Sudan, Russia, Belarus, Crimea, Donetsk, Luhansk, Zaporizhzhia, Kherson, and other areas of Ukraine not under the control of the Ukrainian government.

Any such individual or entity falling under these criteria shall be referred to as a “Sanctioned Person.”

1.2. Historical and Future Dealings with Sanctioned Entities

Since its establishment, the Company affirms that it has never conducted, is not currently conducting, and will not conduct any business transactions or engagements with any individual or entity classified as a Sanctioned Person at the time of such dealings—unless a valid license or authorization has been obtained from the relevant sanctions authority.

1.3. Use of Agreement Benefits and Export Control Obligations

The Company agrees that it shall not, whether directly or indirectly, utilize any goods, services, technologies, or other benefits received under this agreement or any other agreement with Aero Surround—including but not limited to individual components, materials, or parts—for:

(i) Supporting or enabling any operations or business activities involving a Sanctioned Person, unless duly authorized by the appropriate regulatory body; or
(ii) Any action that would cause Aero Surround to breach applicable sanctions laws, including but not limited to the re-export or use of such items in any country, region, or territory subject to sanctions.

The Company acknowledges that Aero Surround has informed it of the following: If the Company acts as the purchaser or importer of goods subject to export, re-export, or transit restrictions under the laws of Aero Surround’s country of incorporation, the European Union, or the Republic of Lithuania, the relevant Lithuanian authority—such as the Commission for the Resolution of Issues Relating to the Licensing of Strategic Goods—may, based on risk assessment, initiate a physical inspection of the exported items.

Furthermore, the Company commits to:

Provide the Lithuanian authority with details regarding the resale and end-use of goods obtained from Aero Surround.
If the Company is not the final user and the end user is unknown at the time of export, re-export, or transit, it shall supply end-user information upon request from the competent authority.

1.4. Compliance with Anti-Corruption and Anti-Money Laundering Laws

The Company, along with any individual or entity it engages in the execution or fulfillment of this or any other agreement with Aero Surround, confirms full compliance with all applicable laws and regulations aimed at preventing bribery, fraud, corruption, racketeering, money laundering, and terrorism. These laws include those enacted or enforced by:

The United States of America
The United Nations
The European Union
The United Kingdom
The jurisdiction of the Company’s incorporation or business operations
Any other relevant authority where this agreement is executed

(Collectively referred to as “ABC/AML Laws”)

The Company further certifies that neither it nor any engaged party has violated, is violating, or will violate any ABC/AML Laws.

1.5. Commitment Against Modern Slavery and Human Trafficking

The Company declares that it has not participated in, will not participate in, nor attempt to engage in any form of modern slavery or human trafficking. It also pledges not to support or assist any individual or entity involved in such practices, in accordance with the UK Modern Slavery Act 2015 or any other applicable legislation.

1.6. Absence of Regulatory Sanctions

The Company confirms that it has not been subject to, and shall not become subject to, any convictions, official findings, fines, warnings, or penalties issued by any competent authority in connection with violations of anti-bribery, anti-corruption, anti-money laundering, modern slavery, or sanctions regulations.

1.7. Notification of Potential Violations

Should the Company become aware of any potential breach of anti-bribery, anti-corruption, anti-money laundering, modern slavery, or sanctions laws, it shall notify Aero Surround without delay and no later than five (5) calendar days from the date of discovery. This notification will enable Aero Surround to assess the situation and determine any necessary actions. Aero Surround reserves the right to terminate this agreement or any related agreement with the Company in accordance with Clause 6.

1.8. Legal and Regulatory Compliance

The Company shall, at its own cost, ensure full compliance with all applicable laws, regulations, ordinances, and standards—including, but not limited to, the Ten Principles of the United Nations Global Compact, the Four Core Principles of the International Labour Organization (ILO), and any other rules relating to public health, sanitation, ethical trade, consumer rights, and environmental protection. This obligation applies to all aspects of the Company’s assets, operations, and business activities. The Company is responsible for securing all necessary licenses, permits, and approvals, and for paying any taxes, duties, fees, or assessments levied by relevant authorities. Under no circumstances shall the Company engage in any conduct that could result in Aero Surround breaching any legal, regulatory, or ethical obligations in any jurisdiction.

1.9. Internal Controls and Compliance Systems

The Company shall maintain robust internal systems, procedures, and controls to ensure ongoing compliance with applicable sanctions regimes and anti-bribery, anti-corruption, anti-money laundering, and counter-terrorism laws (collectively referred to as “Sanctions and ABC/AML Laws”). This obligation extends to the Company’s directors, officers, employees, agents, contractors, subsidiaries, suppliers, subcontractors, and any other associated parties.

1.10. Know Your Counterparty (KYC) Obligations

Upon request from Aero Surround, the Company shall promptly provide all necessary documentation and information required for Aero Surround to conduct due diligence and determine whether to onboard the Company. This process includes verifying the identity of the Company, any individuals or entities involved in the execution or performance of this or any related agreement, key personnel, and ultimate beneficial owners, in accordance with Aero Surround’s internal Know Your Counterparty (KYC) procedures.

1.11. Accuracy and Updates of KYC Information

The Company guarantees that all information and documentation submitted during the KYC process is truthful, accurate, complete, and not misleading. No material facts shall be withheld. If any changes occur or if the Company becomes aware of any inaccuracies or omissions that materially affect the validity of the submitted information, the Company shall notify Aero Surround within five (5) calendar days. In such cases, the Company agrees to undergo the KYC process again to ensure updated verification.

1.12. Export Control Compliance

If Aero Surround supplies any goods or services that are subject to export control laws and regulations—including those enacted by the United States, the United Nations, the European Union, the United Kingdom, or the jurisdictions where Aero Surround and the Company are incorporated or operate—the Company shall not, and shall ensure that no other party in its supply chain, directly or indirectly:

Exports, re-exports, releases, or transfers such goods, services, documentation, or related information to any country, region, or territory subject to export restrictions; or
Uses such goods or services in any manner that violates applicable export control laws.

This includes, but is not limited to, prohibited destinations or uses involving Afghanistan, North Korea, Syria, Iran, Cuba, Sudan, Russia, Belarus, Crimea, Donetsk, Luhansk, Zaporizhzhia, Kherson, and other regions of Ukraine not under the control of the Ukrainian government.

The Company shall implement and maintain effective monitoring mechanisms throughout its commercial chain to ensure compliance with this clause. Any breach or suspected breach must be reported to Aero Surround immediately, and in any case no later than five (5) calendar days from discovery. Upon request, the Company shall also promptly provide any relevant information related to such compliance.

2. Ongoing Validity of Representations and Warranties

The Company confirms that all representations and warranties outlined in Clause 1 shall remain accurate and valid both at the time of signing this agreement or any other agreement with Aero Surround, and throughout the duration of such agreements. Should any dispute arise regarding the Company’s adherence to Clause 1, the Company shall, at its own expense, procure and submit a legal opinion from a reputable law firm acceptable to Aero Surround, clarifying the Company’s compliance status.

3. Indemnification for Non-Compliance

The Company agrees to fully indemnify and hold Aero Surround harmless from any and all losses, liabilities, penalties, costs, fees, and expenses (including legal fees) incurred by Aero Surround as a result of any inaccurate, false, or misleading representation or warranty made under Clause 1, or any failure by the Company to comply with its obligations under Clause 1 (each referred to as a “Compliance Breach”).

4. Remedies for Compliance Breach

In the event of a Compliance Breach, the Company shall be considered to have materially violated this agreement or any other agreement with Aero Surround. Upon written notice, Aero Surround shall have the right to:

4.1. Suspend its obligations under this or any related agreement until the breach is fully resolved to Aero Surround’s satisfaction; 4.2. Declare all outstanding amounts under this or any related agreement immediately due and payable; 4.3. Require the Company to reimburse all losses, damages, costs, and expenses (including legal fees) incurred due to the breach, with payment due within five (5) calendar days of Aero Surround’s notice; 4.4. Terminate this or any related agreement unilaterally and without court involvement; 4.5. Report the breach to relevant authorities.

5. Non-Exclusivity of Remedies

The rights and remedies granted to Aero Surround under Clause 4 may be exercised simultaneously or in any sequence. These remedies are not exclusive and do not limit Aero Surround’s entitlement to pursue any other legal or contractual remedies. Aero Surround shall not bear any liability for exercising such rights.

6. Termination for High-Risk Associations

Without limiting Clause 4, Aero Surround may immediately terminate this or any related agreement by written notice if it becomes aware of any connection between the Company and a Sanctioned Person, or any involvement in potential violations of anti-bribery, anti-money laundering, or modern slavery laws. If Aero Surround determines, at its sole discretion, that such associations pose unacceptable financial, reputational, operational, strategic, or regulatory risks, all outstanding amounts shall become immediately payable.

7. Penalty for Export Violations

In the event of a Compliance Breach involving the prohibited sale, export, or re-export—whether direct or indirect—of goods or services provided by Aero Surround to the Russian Federation or for use therein, the Company shall pay Aero Surround a penalty equal to the full value of the affected goods or services.

8. Cure Period for Specific Breaches

For breaches of Clause 1.5 or Clause 1.8 , Aero Surround may terminate this or any related agreement only if the breach remains unresolved sixty (60) calendar days after written notification has been provided to the Company.

9. Amendments to General Terms of Compliance

Aero Surround reserves the right to revise, update, or remove any part of these General Terms of Compliance by publishing a new version on its website. For any specific contract or order, the version of the General Terms of Compliance in effect at the time of its execution shall apply.