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United States. For the purposes of this Agreement, taxes shall include, but not be limited to, sales,
use, withholding, value added tax, stamp, excise, gross receipts, transfer, income tax, withholding tax,
profits tax, turnover tax, tax payable on the income of expatriate employees, port dues, import, export
and custom duties and any related penalties and interest (“Taxes”). In the event such Taxes are
imposed on Seller, Buyer shall reimburse the Seller for such Taxes within 15 days of written request.
All payments shall be made without deduction or withholding. In the event that Buyer is required by
any law to make any deduction or withholding from any amount payable to Seller, then the amount
payable to Seller shall be increased such that after all deductions and withholdings, the amount paid
to Seller shall be equal to the amount to which Seller would have been entitled under this Agreement
had no deduction or withholding been required.
Any amounts withheld by Buyer shall be timely remitted to the relevant authority as required by law.
Buyer shall promptly provide the Seller with an official receipt or certificate in respect of the payment
of such amounts.
Both parties agree to co-operate to eliminate or reduce any applicable taxes, duties, interests, penalties
or similar charges which may be payable by either party, including, where applicable, providing or
issuing the necessary documentation to support or secure exemptions or recoveries. Furthermore, if
as a result of a change in law or a change in the tax practice of any tax authority, either party becomes
subject to additional taxes, duties or similar charges which increases their financial liability during the
term of this Agreement, both parties will negotiate in good faith to attempt to reduce or eliminate
such additional taxes, duties and similar charges. This is provided that neither party need take any
steps, which in its reasonable opinion and acting in good faith would increase its obligations or would
be prejudicial or adverse to it (whether in respect of tax affairs or otherwise).
8. EXPORT CONTROL
The activities contemplated herein are all subject to the export laws, regulations and policies of the
United States of America, as such may change from time to time. Buyer shall be responsible for
complying with all applicable export laws, including U.S. laws governing the export, re-export,
transfer and re-transfer of U.S. origin items. Seller shall be responsible for using reasonable efforts
to obtain and maintain any and all required export licenses, approvals, or authorizations that are
required under the laws of the United States for exports Seller may make to Buyer. Seller does not
guarantee the issuance of such licenses, approvals, or authorizations, or their continuation in effect
once issued and shall have no liability if for any reason any government fails to issue or renew, or
cancels any approvals or delays in issuing or renewing any approval.
It shall be a condition precedent to this Agreement that all necessary and desirable export licenses,
approvals, or authorizations shall be timely granted and continue in effect as necessary.
Buyer will not, directly or indirectly, export, re-export, transfer or re-transfer any goods or technical
data received from Seller to any destination if such action would violate the laws of the United States.
Buyer will promptly inform Seller upon gaining knowledge of the occurrence of any such event and
will confirm in writing (after reasonable written request by Seller that no such event has occurred.
If the relevant goods or technical data are subject to a license or other governmental approval
specifically identifying Buyer as the end-user thereof, Buyer will not, directly or indirectly, export,
re-export, transfer or re-transfer such goods or technical data received from Seller to any destination
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without Seller’s prior written approval unless specifically permitted pursuant to such license or
approval. Buyer shall indemnify and hold harmless Seller from any and all liability or other
consequences arising as a result of such event. These commodities are authorized by the U.S.
Government for export only to (country of ultimate destination) for use by the end-user. Buyer agrees
that it will take measures to ensure that any goods or technical data received from Seller are not
modified for or diverted to any military application.
It shall not be a default of Seller, and it shall be grounds for excuse of performance by Seller, if any
requirement or desired work would not be in compliance with United States export laws, regulations
or policies, or with any export license, approval or authorization that may have been granted.
Units received in Violation of Exports Laws: in the event that Seller receives a unit from Buyer that,
whether or not through Buyer’s fault, is in non-compliance with economic trade sanctions,
International Traffic in Arms Regulations (ITAR) or U.S. Export Administration Regulations (EAR),
Seller reserves the right to retain possession of such property (“quarantine”). Seller shall have no
responsibility or liability for, and Buyer shall indemnify and hold Seller harmless against, any losses,
claims, or damages incurred by Buyer or any third party resulting from Seller’s quarantine of such
9. COMPLIANCE WITH FAIR LABOR STANDARDS ACT
Seller hereby certifies that all goods sold hereunder which are produced or manufactured in the
United States of America are produced in compliance with the Fair Labor Standards Act of 1938, as
amended (29 U.S. Code 201-219). All requirements as to the certificate contemplated in the October
26, 1949 amendment to the Fair Labor Standards Act of 1938 shall be considered as satisfied by this
To the extent permitted by law, either party may immediately terminate this Agreement upon prior
written notice to the other party in the event of (i) an assignment for the benefit of creditors by the
other party or the voluntary appointment (at the request of the other party or with the consent of the
other party) of a receiver, custodian, liquidator or trust in bankruptcy of the other party’s property or
the filing by the other party of a petition in liquidator or trust in bankruptcy or other similar
proceeding under any law for relief of debtors, or the involuntary appointment of a receiver,
custodian, liquidator or trustee in bankruptcy of the other party’s property, where such petition or
appointment is not vacated or discharged within sixty (60) days after the filing or making thereof.
Seller has the right to demand adequate assurance from Buyer of Buyer’s ability to pay for goods
and/or services purchased. In the event Buyer is unable to or unwilling to provide such adequate
assurance, Seller may suspend or terminate operations hereunder. Seller’s right to adequate assurance
from Buyer shall not be affected by Buyer’s filing for bankruptcy, rehabilitation, insolvency,
receivership, reorganization, dissolution, liquidation, trusteeship or similar proceeding.
11. ANTI-BOYCOTT COMPLIANCE
Seller complies with all U.S. laws directed against foreign restrictive trade practices or boycotts as
embodied in the Export Administration Act of 1979 (as amended), the Tax Reform Act of 1976 and
all regulations and guidelines issued hereunder. Accordingly, to the extent that any Buyer orders or
other documents contain prohibited provisions, Seller takes specific exception and objects to these
provisions which are not in compliance with the referenced laws and regulations. To avoid delays in
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processing Buyer orders, all prohibited provisions in this regard must be deleted from customer orders
or other documents.
Neither Buyer nor Seller may assign, charge, transfer or otherwise dispose of this Agreement or any
interests, rights or obligations herein, in whole or in part, without the prior written consent of the
other party, (which consent shall not be unreasonably withheld, delayed or conditioned).
Notwithstanding the foregoing clause, Seller may assign any and all of its rights and obligations
hereunder under notification to Buyer to (i) any Seller-affiliated company; (ii) a third party pursuant
to any sale or transfer of all or part of the assets or business of Seller; or (iii) a third party pursuant to
or in connection with any financing, merger, consolidation, change in control, reorganization or other
business combination involving Seller.
Any proposed modification will be evidenced by a written work change request submitted by Buyer
and must be agreed to in writing by Seller. If, in Seller’s discretion, the proposed modifications
would cause a material increase or decrease in the cost of, or the time required for the performance of,
any part of the work in this order, Seller shall be entitled to an equitable adjustment in the purchase
price or delivery schedule or both. The change will become effective, and Seller will commence
performance, after the parties have agreed in writing upon any equitable adjustments applicable to the
modifications, and the purchase order shall be deemed to be modified to include the modifications.
Unless otherwise agreed in writing, upon performance of the change order, Seller will be entitled to
invoice Buyer for the costs of the change, even if Seller agreed to proceed with the change prior to
such written agreement.
14. APPLICABLE LAW
The law applicable to this Agreement shall be the law of the state of New York, excluding its conflict
of laws rules other than as found in Section 5-1401 and 5-1402 of New York’s General Obligations
Law. The provisions of the Convention of the International Sale of Goods shall not apply.
15. EXCUSABLE DELAY
Seller shall not be in default by reason of any failure in performance of this contract if such failure
arises out of causes beyond the control of and without the fault or negligence of Seller, including but
not restricted to:
(A) (i) an act of God, act of Government, fire, floods, epidemics, quarantine restrictions,
strikes, freight embargo, unusually severe weather, riot, war, acts of terrorism or any other event
which constitutes a superior force; (ii) interferes with the performance of Seller’s obligations; and
(iii) the effects of which could not reasonably have been avoided by Seller.
(B) In addition to the events described in paragraph (A), a delay caused by the default of a
subcontractor of the Seller shall constitute an Excusable Delay if the event causing the default of
such subcontractor is an event which meets the criteria set out in paragraph (A) and such delay
has not been caused by Seller, unless the subcontracted supplies or services were obtainable at
reasonable prices on commercially reasonable terms from other sources in sufficient time for
Seller to meet the required delivery schedule.
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In the event of an Excusable Delay, any affected delivery date shall be postponed for such period
as is reasonably necessary to offset the effects of the Excusable Delay. No adjustment will be made
to price under this Purchase Order; adjustment to the delivery schedule is the exclusive remedy of
Seller for an Excusable Delay
16. INTELLECTUAL PROPERTY INDEMNITY
Seller shall defend, or at its option, settle, any claim, suit or proceeding (“Claim”) brought against
Buyer based on an allegation that goods manufactured and sold by Seller (“Goods”) under this
Agreement directly infringe a valid United States patent, and Seller shall indemnify Buyer against any
direct loss, damage or liability awarded by a court against Buyer as a result of such Claim, provided:
(1) Seller is notified promptly by Buyer in writing of the Claim and (2) Seller is given exclusive
authority by Buyer and reasonable information and assistance by Buyer for the defense and/or
In the event of a final adjudication by a court of competent jurisdiction that the Goods infringe such
as a patent and the use of sale thereof is enjoined (or in Seller’s reasonable opinion, the use or sale is
likely to be enjoined), Seller, shall, at its option, either (a) obtain for Buyer the right to continue using
the Goods, (b) replace the Goods with non-infringing goods, (c) modify the Goods so they become
non-infringing, or (d) refund to Buyer a pro-rata portion of the purchase price for the Goods.
Seller has no liability for any Claim based upon (i) infringement by Goods manufactured according to
a design, specification or instruction provided or requested by Buyer; (ii) infringement based upon the
combination, operation or use of the Goods with other products non supplied by Seller, wherein the
infringement would not have occurred but for such combination, operation or use, or (iii)
infringement resulting from changes made to the Goods without Seller’s prior written consent.
The foregoing states the entire obligation of Seller with respect to any intellectual property claims
arising under this Agreement
Seller electronic firmware assemblies contain computer programs which are protected by copyright.
All rights reserved are under copyright laws of the United States of America and other countries.
Such computer programs may not be reproduced, in whole or in part, in any form, without prior
written authorization from Seller.
Seller warranties shall not apply to any unauthorized copies and any unauthorized copying shall free
Seller from all liabilities from use of the unauthorized copies.
18. SOFTWARE LICENSE
All computer software provided to Buyer under these Standard Terms and Conditions of Sale is
copyrighted by Seller and is licensed to Buyer. Seller grants to Buyer a nonexclusive, non-
transferable license to use the software provided hereunder i) in the course of the normal operation in
or with Seller products which are installed, or are intended to be installed, on aircraft, ii) in the
analysis or the formatting of reports using data from such Seller products, or iii) on products that are
used to test, maintain, download or process information compiled by Seller products. Making copies
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of software is prohibited. The software may not be sub-licensed, transferred or loaned to any other
party, except that Buyer may transfer the software in conjunction with the resale of any Equipment in
which the software is installed or with which it is used. Buyer may not, either itself or with the
assistance of others, make modifications to the software or perform any operation on software to
recover any portion of the program listing, object code or source code or any information contained
therein. This software license is effective as of the date of first delivery hereunder and shall continue
until terminated by Buyer upon thirty (30) days prior written notice to Seller, provided Buyer ceases
using and either returns or destroys Seller software: or, by Seller if Buyer does not comply with any
of the terms and conditions of this software license and Buyer fails to remedy such failure within
thirty (30) days after having received notice from Seller of such failure.
19. ATTORNEYS FEES
If Seller brings an action or asserts a counterclaim for enforcement of the terms and conditions of any
order, Buyer agrees that Seller shall be entitled to an award of its reasonable attorney fees and court
costs associated with such enforcement or any counterclaim proceeding.
20. GOVERNMENTAL REGULATIONS
Seller’s performance is subject to all applicable U.S. Government laws and regulations and the
Government laws and regulations of the place of manufacture and/or point of distribution. Nothing
set forth herein or in any resulting order shall require any performance on the part of Seller which
cannot be lawfully done pursuant to said laws and regulations.
21. PARTIAL INVALIDITY/SEVERABILITY
If any provision of this Agreement, including any limitation of warranty or liability, is held by a court
or any governmental agency or authority to be invalid, void or unenforceable, the parties agree to
negotiate in good faith to draft a new legal and enforceable provision that, to the maximum extent
possible, comports with the original intent of the parties and maintains the economic and other terms
to which the parties originally agreed.
22. RELATIONSHIP OF PARTIES
Neither Party is a partner, agent or, legal representative of the other Party and no fiduciary
relationship between the parties is created by this Agreement. Seller is an independent contractor in
the performance of this Agreement and each Party retains authority to manage its personnel, workers,
subcontractors and operations required for performance of its obligations hereunder.
Failure or delay by either party to exercise or enforce any right conferred by this Agreement,
including Seller’s right to deliver invoices under this Agreement, shall not be deemed to be a waiver
of any such right. Further, a waiver, express or implied, by either party of any default by the other in
the observance and performance of any of the conditions, covenants or duties set forth in the
Agreement shall not constitute or be construed as a waiver of any subsequent or other default.
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This Agreement does not confer any right to use any name, trademark or other designation of either
party in any advertising, publicity or marketing activities. Neither party will issue press releases,
advertising, sales promotions or other publicity documents or information referring to the other arty
without the prior written consent of the other party.
This Agreement is formulated in the English language. All communications, notices and
documentation regarding the execution of this Agreement shall be in English.
26. ENTIRE AGREEMENT
This Agreement, including any exhibits and attachments hereto, constitutes the entire understanding
and agreement between the parties with respect to the subject matter hereof and supersedes all prior
proposals, representations, agreements and understandings, whether oral or written.
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