This quote provided by Seller (“Quote”) hereby is expressively limited to the terms and conditions set forth herein. No changes or modifications in any purchase order received from Buyer in response to a quote from Seller shall be valid unless confirmed in writing by Seller.
1. SELLER: The term “Seller” in the following terms and conditions shall mean Shaw Development, LLC.
2. ACCEPTANCE: Acceptance by Buyer is expressly limited to the terms and conditions hereof and is evidenced by delivery of a purchase order (an “Order”). No changes or modifications in this Quote shall be valid unless confirmed in writing by Seller. Delivery of an Order to Seller based on the Quote shall constitute buyer’s acceptance of said terms and conditions.
3. LEAD-TIME: Lead-time is disclosed as a planning estimate. Firm lead time will be provided upon receipt of Purchase Order.
4. PRICING: Pricing provided in USD ($), unless otherwise stated, and is based on shipment of the complete Order. Pricing is not valid on partial shipments.
5. CERTS AND REPORTS: A Certificate of Conformance is available at no charge upon request. All additional certificates and reports will require a fee that can be quoted upon request.
6. TAXES: Unless otherwise stated, the prices do not include sales, use, excise, duties and similar taxes applicable to the Goods or the materials used in the manufacture of Goods. All such taxes and charges shall be shown separately on Seller’s invoices and will be the responsibility of Buyer.
7. SHIPMENT: Delivery terms are EXW Seller’s facility (Incoterms 2010) Seller’s manufacturing site unless otherwise agreed upon. All shipments are to be paid by Customer at Customer’s risk.
8. PAYMENT TERMS: Buyer shall pay Seller Net (30) upon receipt of invoice unless appended terms have been negotiated and agreed to in writing. All orders are subject to credit approval and, if Seller determines that buyer is or may become insolvent, Seller may withhold shipment until paid in advance of shipment in cash and failing to receive cash Seller may forthwith exercise any lawful remedies available to it, including without limitation, cancellation of this agreement. Withholding of payment for any reason whatsoever will cause the warranty to be null and void. Seller shall not be responsible for switching, spotting, handling, storage, demurrage or any other transportation or related charges.
9. DISPUTES: Seller and Buyer agree that they shall first attempt to settle through good faith discussions, any controversy or claim arising out of or relating to this Quote or the breach thereof. The contract between the parties hereto shall be governed by and construed in accordance with the laws of the State of Florida and shall be deemed entered into a Seller’s place of business. The parties agree that any controversy arising under the contract herein shall be determined by the Courts of the State of Florida, and both parties hereby submit and consent to the jurisdiction of said Courts and agree that the venue for any action arising hereunder shall lie in Lee County in the State of Florida.
10. INDEMNIFICATION: Buyer agrees to defend, indemnify and hold Seller harmless from any and all liability, loss, damage, cost and expense, including actual attorney’s fees, which Seller may suffer or incur arising from compliance with Buyer’s drawings or specifications, including but not limited to, actual or alleged patent, trademark or copyright infringement.
11. TERMINATION: Buyer may not terminate Order within the lead-time set forth in the Order acknowledgment, in whole or in part, by written or electronic notice. The Buyer is responsible for all charges, including but not limited to, material and labor if Order is terminated.
12. WARRANTY: Shaw standard product warranty is applicable, unless otherwise agreed upon in writing by Seller.
13. CONFIDENTIALITY: This Quote and any material transmitted herewith may contain information confidential or proprietary to Seller, its subsidiaries or affiliates and such information is not to be used by Buyer other than the purpose for which it was transmitted to Seller. Buyer shall hold such information in strictest confidence and not disclose such information to third parties without the prior, written consent of Seller.
14. EXPORT: Buyer agrees to comply with all applicable U.S. export control laws and regulations specifically including, but not limited to, the requirements of the Arms Export Control Act, 22 U.S.C. 2751-2799, including the International Traffic in Arms Regulation (ITAR), 22 CFR 120-130; and the Export Administration Act, 50 U.S.C. app. 2401-2420, including the Export Administration Regulations, 15 CFR 730-774; including the requirement for obtaining an export license or agreement, if applicable. Without limiting the foregoing, Buyer agrees that it will not transfer an export controlled item, data, or service, to include transfer to foreign persons employed by or associated with, or under contract to Buyer or Buyer’s customers, without the authority of a U.S. Government export license, agreement or applicable exemption or exception. Buyer warrants that it shall comply with all provisions of this Section 14 and will indemnify and hold Seller harmless from any claim, loss or damage arising from Buyer’s violation or alleged violation thereof.
15. FORCE MAJEURE: Seller shall not be responsible for delays or defaults due to causes beyond its respective control and without fault or negligence.
16. NOT FOR AVIATION USE: Unless specifically defined and agreed to in writing by Seller pursuant to Buyer’s special order drawings and specifications, the Goods are not rated and/or approved for any general or specific aviation usage including those defined by, but not limited to, the FAA and Industry Guide to Avionics Approval including any and all avionic product certifications. The Goods are not rated for volatile liquid containment (OSHA).
17. INTELLECTUAL PROPERTY: Unless otherwise negotiated, drawings, data, tooling and other intellectual property associated with this offer will remain the property of Shaw Development 18. TOOLING AND TEST EQUIPMENT: Any tooling included in this offer is defined as proprietary, exclusive use tooling. Payment will not transfer title to the purchaser. Seller will maintain for the exclusive use of the purchaser and will not dispose of or alter the tooling in any way without the prior written permission of the purchaser.
19. NON-RECURRING CHARGES: Any non-recurring effort quoted in this offer consists of the application of our prior proprietary background or baseline technology for this program requirement and does not contain any performance requirement for product development for technical data purposes. Any such data generated hereunder will be delivered with Limited Rights protection under the contract
20. CHANGES CLAUSES: The non-recurring price is for the scope of work annotated in the Reference Documents. Any changes beyond the scope of this original baseline will be subject to an adjustment in the contract amount.