Terms and Conditions for Sales

  1. Definitions
  • Acknowledgement” means Company’s written acceptance of the Purchaser’s Purchase Order by means of Company’s order acknowledgment form or its equivalent, including these Conditions and all other form text and attachments provided by Company;
  • Background Technology” means programming conventions, source code, object code, processes, materials, information, subject matter, development tools, layouts, methods, techniques, know-how, show-how and/or other tools of the trade owned by Company, in Company’s possession, in the public domain, and used or included by Company in the Products or Services;
  • Company” means Laird Connectivity, Inc. and to the extent that they participate in the Contract, the following affiliates of Laird Connectivity, Inc.: Laird Connectivity Limited, Laird Connectivity GmbH, Laird Connectivity S.r.l., Laird Connectivity UK Limited, Laird Connectivity Canada Inc., Centurion Wireless Components (M) SDN BHD, and Laird Tech. (M) SDN BHD;
  • Conditions” means these Laird Connectivity Terms and Conditions of Sale;
  • Contract” means the agreement between Purchaser and Company for the supply of the Products, Documentation, Firmware licenses, Software licenses and/or Services, (including the Acknowledgment and these Conditions);
  • Cyber Attack” means cyber-attack, intrusion attempt, unauthorized third-party access, and other malicious activity;
  • Day” means any day except Saturdays, Sundays and public holidays at Company’s office named in the Contract;
  • Documentation” means any manuals, drawings and other documents that Company must supply with the Goods, Software and Services;
  • Firmware” means any firmware incorporated into Products supplied by Company under the Contract or Purchase Order;
  • HSSE” means health, safety, security and the environment;
  • Law” means applicable law, including statutory rules and regulations, decrees, directives, orders, by-laws and ordinances having the force of law;  
  • Personnel” means anyone who works for a party (or for a party’s subcontractor), including employees and contract staff;
  • Products” means the goods, articles or devices specified in the Purchase Order;
  • Purchaser” means the person, firm or company to whom the Company may agree to sell or otherwise supply Products, Documentation, Services and Software licenses;
  • Purchase Order” means any Purchase Order or acceptance of Company’s quotation issued by the Purchaser to the Company and which can form the basis of a Contract;
  • Services” means work, labor, or other services that Company must perform or otherwise performs under the Contract or Purchase Order;
  • Software” means any software that Company must license to Purchaser and supply under the Contract or Purchase Order;
  • Specialized Use” has the meaning set forth in §6.4; and
  • SOW” means Statement of Work in contracts for Services. 

 

  1. General
    1. All quotations are made, and all Purchase Orders accepted are subject to these Conditions. All other conditions provided by Purchaser or implied by law are excluded from the Contract unless expressly accepted by Company in a mutually executed writing. FOR THE AVOIDANCE OF DOUBT, ANY PURCHASER'S TERMS AND CONDITIONS SHALL AT ALL TIMES BE DEEMED NULL AND VOID UNLESS EXPRESSLY ACCEPTED IN ADVANCE BY COMPANY IN A MUTUALLY EXECUTED WRITING. Requests or requirements not specifically mentioned in Company’s quoted prices, such as special certification, inventory reports, toll lists, tool condition reports, source inspection, special forms, etc., may incur additional costs to Purchaser. Company’s quotation is valid for acceptance for thirty (30) days after its date, unless Company states a different period or withdraws the quotation earlier. If there are any conflicts, discrepancies or ambiguities, the following order of priority applies :(a) Company’s quotation; (b) Company’s Acknowledgment; (c) these Conditions; and (d) the Purchase Order or Statement of Work.
    2. Subject to these Conditions, in the absence of a written agreement or Master Services or Supply Agreement between the Company and Purchaser, the Contract shall be constituted by (a) the return to Company of a signed Purchase Order (PO) or signed Statement of Work (SOW), and (b) the acceptance by Company of said PO or SOW by the return of a written Acknowledgement or in such other manner as Company determines in writing from time to time. All POs for Products must be placed in writing on official Purchaser letterhead, by mail, facsimile or e-mail addressed to Company.
    3. Unless otherwise agreed to in writing by the parties, by accepting the Products hereunder, you hereby agree to be bound by these Conditions.  Previous dealings between Company and Purchaser shall not vary or replace these Conditions or be deemed in any circumstances whatsoever to do so. Purchaser hereby agrees to indemnify and hold Company harmless from any loss or damage suffered by Company arising out of any breach by Purchaser of any of the terms and conditions set forth herein.

 

  1. Prices
    1. All prices, Software license fees and rates to Purchaser (a) are fixed for Products, Documentation and Software licenses delivered and for Services performed within any Contract time period, and (b) are Ex-Works (Incoterms® 2010), Company facility, and do NOT include any applicable foreign, federal, state or local sales, use, excise or other taxes, duties, levies, freight, packing, handling, storage, installation, start-up, maintenance, insurance or surcharge, unless otherwise agreed to in writing by Company, all of which shall be the sole liability of Purchaser. Company shall charge applicable duty, value-added tax or goods and services taxes, together with any and all such other taxes and charges as shall be applicable to Purchaser's order.  All prices are quoted in the currency shown on the face thereof.
    2. Unless specifically stated to the contrary within an applicable SOW and agreed to by Company, all Services will be provided on a time-and-materials basis. Purchaser acknowledges that all quotations and/or estimates provided in an SOW are, unless specifically stated otherwise, estimates and do not constitute firm price quotes, fixed project fees or otherwise constitute “not to exceed” or maximum project pricing.

 

  1. Shipment and Delivery
    1. Line items within a purchase order should be scheduled per the published or quoted lead time.   Earlier lead times requested by Purchaser are subject to a 5% surcharge.
    2. No changes to delivery or delivery dates will be accepted within 60 days of the scheduled date of shipment without the prior written consent of an authorized individual of Company.
    3. Delivery and performance times periods begin on the date of the Acknowledgment. Delivery dates are only approximate dates based on Company's estimates. Company will exercise commercially reasonable efforts to ship on schedule, but shall not ever be liable for any damages or losses, of any kind or nature, which may be caused by any delay in shipment or delivery, including, but not limited to delay caused by strikes, floods, fires, accidents, inability to obtain sufficient materials or products from Company's suppliers, insufficient labor, transportation, equipment, or any legislative, administrative or executive law, order, or requisition of any federal, state or municipal government or any subdivision, department or office thereof.  Risk of loss, injury or destruction will pass to Purchaser at the time of delivery to the carrier for shipment. Absent specific instructions otherwise, Company will select a carrier with invoice to Purchaser.
    4. Laird will not accept changes to shipping method within seven (7) days of the scheduled date of shipment. Any shipments that are not picked up by the promise date will incur a storage fee of 1% per day.
    5. Company may ship batteries separately and may make partial shipments.  Documentation hard copies may be shipped separately.
    6. Company may place Products, Documentation and Software into a third-party warehouse of Company’s choice at Purchaser’s expense if Purchaser delays shipment by its acts or omissions. Delivery is complete upon placing Products, Documentation and Software in the warehouse, and risk and title in Products and Documentation passes to Purchaser. This § 4.7 does not apply to Products, Documentation and Software that is to be exported from the United States by Company.
    7. Except as stated in §4.7 and §9.2 or if provided for in the Contract: (a) for any Products and/or physical copies of licensed Documentation which Company is to export from the United States, title and risk of loss will pass to Purchaser when they pass the territorial limits of the U.S.; (b) for all other Products and/or physical copies of licensed Documentation and Software, title will pass to the Purchaser on delivery, and risk of loss will pass to Purchaser under the Incoterms® 2010 rule.  Company will ship from Company’s or a third-party’s factory or warehouse (the delivery point), Ex-Works, to the place of destination named in the Contract (Incoterms® 2010). Purchaser will pay for freight, packing and handling at Company’s then current rates.

 

  1. Payment
    1. All payments and remittances shall be made by Purchaser to Company in full without set-off, counterclaim or withholding (except deductions required by Law) at the address shown on the invoice within net thirty (30) days of invoice date unless previously agreed to otherwise in writing by the Parties. All payments shall be made in the currency invoiced by Company. Wire transfers shall be applied per instruction shown on the face of the PO or SOW. If at any time in the judgment of Company, Purchaser’s financial condition or credit shall appear not to warrant shipment of Products, Documentation and/or Software ordered, Company may, at its option, require full payment prior to shipment, or refuse to ship and terminate any outstanding order without liability to Company. Delinquent accounts are subject to the lesser of an interest charge of 6% per month beginning at due date, or the highest rate permissible under applicable law, compounded monthly. In the event that Purchaser fails to pay any invoice in accordance with the foregoing, Company reserves the right, in addition to and among other remedies available to it, to suspend its performance of any or all work hereunder or under any applicable SOW.
    2. As collateral security for the payment of the purchase price of the Products, Purchaser hereby grants to Company a lien on and security interest in and to all of the right, title, and interest of Company in, to and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing.  Without affecting any of Company’s other rights, Company may at any time demand security for payment it deems reasonable, and Purchaser will provide the security within 10 Days after the request.
    3. Company will invoice Products, Documentation and/or Software license fees on shipment and will invoice monthly Services and any additional costs in arrears.
    4. Purchaser waives the right to dispute any invoiced amount unless Purchaser notifies Company of specific reasons for a dispute in writing within 10 Days from the invoice date. All undisputed amounts are payable as set out herein.
    5. Purchaser shall pay, up to the maximum amounts permitted by Law, all expenses (including attorneys’ fees) incurred by Company in collecting late payments.

 

  1. Warranty
    1. Company warrants that it will transfer title to the Products (excluding Software and/or Firmware) to Purchaser pursuant to §4.8. Company warrants that Products made by Company will be free from defects in materials or workmanship under normal use and care. Company warrants that at the time of the final delivery of the Products, Software, Documentation, and/or Services, the same will materially conform to the description listed in the applicable Datasheet or SOW. Company has the right, exercisable in its sole discretion, to substitute comparable Products, Software and/or Documentation.
    2. Warranty Periods. Unless otherwise specified by Company in writing, the warranties herein apply as follows:

(a) Antenna Products: for sixty (60) months from date of shipment;

(b) Non-Antenna Products: for twelve (12) months from date of shipment;

(c) Services: for ninety (90) days from substantial completion of the Services;

(d) Repaired or replaced Products, and Services re-performed: For ninety (90) days from date of shipment of the replacement or completion of the repair or re-performance, or until the end of the original warranty period (if later).

    1. THIS LIMITED WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE WARRANTIES EXPRESSLY STATED HEREIN. COMPANY DOES NOT WARRANT THAT THE GOODS SHALL BE DELIVERED FREE FROM RIGHTFUL CLAIM OF ANY THIRD PARTY BY WAY OF INFRINGEMENT OR THE LIKE.  NO PERSON IS AUTHORIZED TO REPRESENT, PROMISE OR ASSUME ANY OBLIGATION OR LIABILITY CONTRARY OR IN ADDITION TO THIS WARRANTY. ALL OTHER WARRANTIES ARE SPECIFICALLY AND EXPRESSLY EXCLUDED.
    2. THE PARTIES ACKNOWLEDGE THAT COMPANY’S PRODUCTS, DOCUMENTATION, SOFTWARE AND/OR ANY SUBCOMPONENTS THEREOF ARE NOT SPECIFICALLY DESIGNED OR TESTED BY COMPANY FOR USE IN ANY MEDICAL APPLICATIONS, SURGICAL APPLICATIONS, AUTOMOTIVE APPLICATIONS, MEDICAL DEVICE MANUFACTURING, OR HAZARDOUS MATERIAL, OR FOR ANY SIMILAR DEVICES, SYSTEMS, PRODUCTS, PROCEDURES OR PROCESSES REQUIRING APPROVAL, TESTING, OR CERTIFICATION BY THE UNITED STATES FOOD AND DRUG ADMINISTRATION OR SIMILAR GOVERNMENTAL ENTITY(all of the foregoing, “Specialized Use”). APPLICATIONS WITH UNUSUAL ENVIRONMENTAL REQUIREMENTS SUCH AS MILITARY, MEDICAL, AUTOMOTIVE, LIFE-SUPPORT, LIFE SUSTAINING EQUIPMENT AND THE LIKE ARE SPECIFICALLY NOT RECOMMENDED WITHOUT ADDITIONAL TESTING FOR SUCH APPLICATIONS. Company makes no warranties or representations that the Company’s Products, Firmware, Software, Documentation, Services and/or products of Services are manufactured and/or provided in accordance with quality standards that may be required for Specialized Use, including, but not limited to, medical, life-support, hazardous materials and/or similar and/or related applications. Purchaser agrees to defend and indemnify Company from any and all claims, including, but not limited to, allegations of negligence, strict liability and/or product liability arising from such Specialized Use of Products, Firmware, Software, Documentation, Services and/or products of Services. Purchaser accepts all Products, Firmware, Software, Documentation, Services and/or products of Services with these restrictions.  Purchaser is responsible for providing appropriate notice of these restrictions in writing to all subsequent buyers or users.
    3. Exclusions from Warranty.

(a) Any warranty herein excludes, and Purchaser will pay the cost of, all repairs and/or replacements caused by any of the following: normal wear and use; inadequate maintenance; unsuitable power sources or environmental conditions; improper handling, storage, installation, or operation; misuse or accident caused by anyone except Company; modification or repair not approved by Company in writing; materials or workmanship made, provided or specified by Purchaser; contamination; the use of unapproved parts, firmware or software; Cyber Attack; any other cause not the fault (including partial fault) of Company.

(b) Company will not pay any costs relating to non-compliance with a warranty herein, except where agreed in writing in advance. Unless accepted by Company in writing, Purchaser will pay: (i) all costs of dismantling, freight, reinstallation, and the time and expenses of Company Personnel for travel under §6; and (ii) all costs incurred by Company in correcting nonconformities for which Company is not responsible under §6 and in examining items that comply with the warranties herein.

(c) If Company relies on incomplete and/or incorrect information supplied by Purchaser, all warranties are void unless Company agrees otherwise in writing.

(d) Purchaser alone is responsible for the selection, maintenance and use of the Products.

(e) Resale Products carry only the warranty given by the original manufacturer. Company has no liability for Resale Products beyond making a reasonable commercial effort to arrange procurement and shipping of the Resale Products.

    1. Disclaimer.  The limited warranties set out in §6 are the only warranties made by Company and can be changed only with Company’s written agreement signed by an authorized individual of the Company.

 

  1. Defective Products/Limitation of Liability
    1. Purchaser agrees to inspect Products within thirty (30) days of date of receipt of the Products and in the event that Purchaser alleges that it has received defective or damaged Products, Purchaser must provide written notice to Company within such thirty (30) days, failing which all claims shall be deemed to be waived and the Products to have been accepted by Purchaser. Purchaser’s written notice must include the part number of the Products, a description of the characteristics that are not satisfactory, along with any further unique reference(s) that may appear on Products packaging. Upon Company’s review and approval of the written notice (if any), Company will issue a Return Material Authorization number, which allows Purchaser to return the allegedly defective Products. Upon receipt of the entire quantity of defective material, Company will, in Company’s discretion, either (a) replace the Products on a like-for-like basis, or (b) issue credit to Purchaser’s account with Company. The issuance of debit notes by Purchaser awaiting a potential credit on damaged or defective parts will not be accepted by Company as having discharged the liability of the debt incurred on the issuance of the original invoice. Claims for shortage of delivery of Products must be submitted to Company within five (5) days of date of receipt of the Products. Where the terms of delivery are freight collect, Company will not accept any liability for the actions of Purchaser’s designated freight forwarder or carrier and, as such, no claim may be made against Company for such delivery shortages. No claim by Purchaser regarding certain Products, whether in one or more orders, shall be accepted as a reason for cancellation of any other orders, or the remainder of any order, part of which is subject to the claim. Products supplied by Company must be stored, carried, processed, installed and/or otherwise handled or dealt with in accordance with Company’s published instructions, and in accordance with normal safety procedures for the handling of the Products, and Company shall not be liable for any loss, damage, injury or expense arising out of the Products or their condition if this is not done. Company shall not be liable to replace any Products rejected only on the grounds of immaterial imperfections or variations in the manufacturing process.
    2. Limitation of Liability  In the event of any claim against Company with respect to any matter whatsoever, Company’s liability (if any) shall be limited to either (a) replacement if required and practicable, of the Product(s) from which the liability arises, or (b) Purchaser shall be given a credit for the invoiced value of the order from which the liability arises. The maximum amount of Company’s liability with respect to Products sold shall be the invoice value of such Products sold by Company to Purchaser.
    3. Except as set forth in these conditions, Company shall have no further liability for damages or injury of any kind, whether to Purchaser or any third party, including, but not limited to, direct, indirect, incidental, special, exemplary or consequential damages, personal injuries and property damage, however resulting, whether from use, condition or the failure of Company's productS, documentation AND/OR SOFTWARE. COMPANY SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE. PURCHASER’S REMEDIES STATED IN THE CONTRACT OR IN THESE CONDITIONS, IF NO CONTRACT EXISTS, ARE EXCLUSIVE. REGARDLESS OF THE TYPE OF THE CLAIM (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT AND/OR OTHERWISE), COMPANY’S LIABILITY TO PURCHASER AND ANY OTHER PARTY, AS ALLOWED BY APPLICABLE LAW, WILL NEVER EXCEED THE CONTRACT PRICE. NEITHER PARTY SHALL EVER BE LIABLE FOR: (A) DAMAGES FOR LOSS OR CORRUPTION OF DATA OR CYBER ATTACKS; OR (B) INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. “CONSEQUENTIAL DAMAGES” INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS, REVENUE, PRODUCTION OR USE, AND COSTS INCURRED, INCLUDING WITHOUT LIMITATION, FOR CAPITAL, FUEL AND POWER, REPLACEMENT PRODUCT, AND CLAIMS OF EACH PARTY’S AFFILIATES.
    4. No action, regardless of form, relating to this Contract, may be brought more than two (2) years after the claim arose.

 

  1. Modification or Addition of Terms and Conditions – No modification of, addition to, or waiver of any of the terms and conditions stated herein shall be binding upon Company except by express written consent of an authorized officer of Company, which express written consent refers to the provisions hereof. Waiver by Company, or invalidation by any court of any specific term or condition contained herein, shall not be construed as waiver of any other term or condition. Purchaser may not assign its order or any contract with Company without the written consent of Company.

 

  1. Intellectual Property
    1. Background Technology Title to and ownership of Background Technology and other materials previously developed or copyrighted by Company or developed independently of Company’s obligations to Purchaser under any order or statement of work, including all intellectual property rights owned by Company therein, shall, at all times, remain the sole and exclusive property and assets of Company and/or its licensors (as applicable). Nothing in this Agreement shall preclude Company from providing similar services to other customers in connection with its business operations.
    2. Documentation, Software, and Firmware Company will keep all right, title, and interest in and to its respective Documentation, Software, and/or Firmware. Purchaser’s use of Software and/or Firmware is governed exclusively by one of the following: (a) the Software License Agreement with Company,; or (b) the license terms of the owner, if the owner is not Company; or (c) if not governed by a separate Software License Agreement, Company grants Purchaser a non-exclusive, royalty-free, and limited license solely (i) to use the Software only in conjunction with the Products, and (ii) to use the Firmware solely as  it is included in the Products. Company grants Purchaser a limited license solely to make  copies of the Documentation (with all copyright and/or other proprietary notices unchanged) as needed to install, operate, recalibrate, de-install, maintain, and/or repair the Products, and solely for use in Purchaser’s reasonable internal business purposes. Purchaser shall not disclose any of Company’s Documentation to any third party and shall delete or destroy any copies of the Documentation when they are no longer used. Company may choose to supply Documentation by hard copy, by download, or by other suitable media or means.  Company will supply third party documents only if such third parties permit such disclosure.
    3. Developments.  Unless otherwise agreed to in writing, Company shall own all right, title and interest in and to any work product and/or developments made by Company in providing the Services or developing any Products for Purchaser, and Company hereby grants a limited, non-transferable license to use such work product and/or developments solely for the purposes contemplated through the intended use of the Products or as set forth in the Documentation.

 

  1. Time and Indulgence
    1. The rights and remedies of Company under these Conditions shall not be prejudiced or derogated from in any way by the failure of Company, whether on one or more occasions, to exercise any of said rights and remedies, or by its agreement, whether on one or more occasions, not to exercise any of said rights and remedies.
    2. Force Majeure Except for a Purchaser’s obligation to pay invoices, neither party is liable for non-performance or delay due to unforeseen circumstances or causes beyond its reasonable control, including acts of God; war; armed conflict; terrorism; fire; flood; accident; weather; failure or interruption of public and private computer or telecommunication systems, networks, and/or infrastructure; Cyber Attacks; sabotage; strikes or labor disputes; civil disturbances or riots; governmental decisions, requests, restrictions, Law (including the denial, failure to issue, or loss of export or re-export licenses); unavailability of or delays in transport; or shortage of materials or parts.

 

  1. Tools and Materials
    1. All tools shall be and remain the property of Company, unless expressly agreed to in writing and paid for by Purchaser.
    2. Project material, if any, will be held by Company at Company’s facility. Upon Company’s request any time after a period of 12 months of order inactivity, Purchaser may be asked whether Company should ship the project material to Purchaser or to scrap it. If no response from Purchaser is received within thirty (30) days from the date of Company’s request, then Company may scrap or dispose of the project material without any liability to Company. If Purchaser requests that the project material be shipped to Purchaser, shipping will be at the expense of Purchaser. Costs for all project materials are the responsibility of Purchaser.
    3. For any project material returned to Purchaser, an additional administrative return fee may be required equal in value up to the initial cost or price of the project material, whichever is greater.

 

  1. Termination and Cancellations
    1. The Company may terminate any order with or without cause by providing the Purchaser with thirty (30) days prior written notice. In the event of a material breach, the non-breaching party may terminate an order if the other party materially breaches any terms of sale and fails to cure such breach within ten (10) days after written notice of the breach. In the event of termination, Company shall invoice Purchaser, and Purchaser shall compensate Company for all Product in process or in transit as of the date of termination.
    2. Termination for Default and Insolvency

(a) The non-breaching party (Injured Party) may terminate the Contract by written notice to the other (Defaulting Party), if an Insolvency Event or Default Event affects the Defaulting Party. Termination under this section will not affect other rights of the Injured Party.

(b) A Default Event occurs if all the following conditions are met:

(i) Defaulting Party breaches a material duty under the Contract;

(ii) Injured Party sends Defaulting Party a detailed written notice identifying the breach and the Defaulting Party has not cured the breach, within ten (10) Days of receipt of the breach notice; and

(iii) if the breach cannot reasonably be corrected in the ten (10) Days, Defaulting Party has not acted diligently to fix the breach during that time.

(c) An Insolvency Event means any one or more of the following:

(i) a meeting of creditors of Defaulting Party;

(ii) a proposal for an arrangement or composition with or for the benefit of creditors of Defaulting Party;

(iii) a chargeholder, receiver, administrative receiver or similar person is appointed over or takes possession of material assets of Defaulting Party;

(iv) a legal enforcement process is taken (and not discharged within five (5) Days) against material assets of Defaulting Party;

(v) Defaulting Party stops trading or cannot pay its debts;

(vi) anyone gives notice of intention to appoint an administrator, or applies to court to appoint an administrator, in relation to Defaulting Party;

(vii) a petition is presented (and not discharged within 20 Days) or a resolution is passed, or an order is made for winding-up, bankruptcy or dissolution of Defaulting Party;

(viii) an event similar to any of (c)(i) to (c)(vii) in a jurisdiction where Defaulting Party is incorporated or resides or carries on business or has assets.

(d) On termination under §12.1(a), Purchaser will pay Company the price of Products, Software licensing fees, Documentation and/or Services already delivered. If Company was the Injured Party, Purchaser also will pay Company for work in progress under Company’s then-current policies and cancellation charges.

    1. Termination for Purchaser’s Convenience.  Purchaser may end the Contract in whole or in part for its own convenience only with Company’s written agreement.
    2. Termination after 90 Days’ Force Majeure  Either party may end the Contract without liability by written notice to the other if performance of the Contract is delayed or prevented by a cause listed in §10.2 for ninety (90) Days. Unless prevented by a cause listed in §10.2, Purchaser will pay Company for all Products, Documentation, Software licensing fees, and/or Services delivered before the notice was given and for work in progress.

 

  1. Severability and Interpretation – In the event that any or any part of these Conditions shall be determined to be invalid, unlawful or unenforceable to any extent, such condition(s) or provision(s) shall be severed from the remaining conditions or provisions, which shall continue to be valid and enforceable to the fullest extent permitted by law. Wherever appropriate in these Conditions, words denoting the singular shall include the plural and vice versa. Headings and the like in these Conditions are for reference purposes only and shall not affect in any way the meaning or interpretation of these Conditions. The terms “or,” “any” and “either” are not exclusive.

 

  1. Entire AgreementThe Contract, or in the absence of a Contract, the SOW, Purchase Order, and these Conditions, constitute the exclusive and entire agreement between the parties on its subject matter. At Acknowledgment, the Contract, or in the absence of a Contract, these Conditions supersede all previous or existing agreements, negotiations, representations and proposals, whether written, oral, express or implied, on that subject matter.

 

  1. Compliance with Laws – Purchaser shall comply with all applicable laws, as such laws may be modified from time to time, including, without limitation, the export control laws of the United States, and/or any foreign sovereign government with competent jurisdiction that requires an export license or other governmental approval.  Purchaser shall, without first obtaining such license or approval, including, but not limited to, prevailing regulations which may be issued from time to time by the U.S. Department of Commerce, ITAR regulations, the Office of Munitions Control, the U.S. Department of State, or any other export control regulations of the United States and/or those countries having entered into or conducting transactions related to the export, importing and re-exporting of Products purchased under application of the provisions, comply with the terms and conditions contained in the Contract, provided, however, that in the event of a conflict of laws, the laws of the United States shall prevail. Purchaser shall also abide by the U.S. Foreign Corrupt Practices Act. Company and Purchaser will comply with all Laws, except to the extent Company or Purchaser is prohibited from doing so based upon a conflict of Laws. The Contract does not require Company to collect, treat, recover or dispose of anything Law treats as “waste.” If the Law on waste requires Company to dispose of something it supplied, Purchaser will, if allowed by Law, pay Company to dispose of it at Company’s standard charge. If Company has no standard charge, Purchaser will pay Company’s costs incurred in the disposal (including handling, transport and a reasonable mark-up for overhead). Company and Purchaser must ensure that their Personnel will, while on the premises of the other party, comply with the other party’s reasonable site rules on HSSE that are communicated in writing to the visitor before arrival, and with the other party’s reasonable instructions relating to HSSE. Company objects to and does not agree to the application of any governmental procurement provision to the Contract.

 

  1. Law of Contract and Jurisdiction – These Conditions and any Contract (unless otherwise stated) are governed by and will be construed in accordance with the substantive and procedural laws of the State of Missouri, U.S.A., without regard to or application of any conflicts of law principles. Any suits, actions, and/or proceedings to enforce this Agreement will be brought and resolved in and by the Circuit Court of St. Louis County, Missouri, U.S.A., or the U.S. District Court for the Eastern District of Missouri, U.S.A. To the extent permitted by law, Purchaser hereby irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of such courts, (ii) waives any immunity to service of process in respect of any such suit, action, and/or proceeding to which it might otherwise be entitled, and (iii) waives any and all objections, claims and defenses that such venue and forum is/are improper or inconvenient.