Except where otherwise specified, this sale is subject to the following terms and conditions
If this instrument is a quotation, whether or not responsive to a request from the Buyer, it constitutes the offer of Mid-America Aerotech, LLC (hereinafter “MAA”) to the Buyer, and becomes a binding contract under the terms and conditions set forth herein when it is accepted by the Buyer. However, any such acceptance shall be valid only if made within thirty days of the date of this instrument or such other time period specified herein. If this instrument is an acknowledgment, it constitutes MAA’s acceptance of the Buyer’s order, subject, however, to the terms and conditions set forth herein. Upon the creation of a contract, this instrument will recite the entire agreement between the parties with respect to the goods, equipment or services being purchased, and shall supersede any other agreement, writing, or understanding whether made before or after the date of this instrument. Thus, MAA’s contractual obligations are expressly limited to the terms contained herein. The inclusion of any different or additional terms in any other instrument is objected to, and performance by MAA shall occur with the express understanding that only the terms and conditions recited herein shall control
Packing and shipment shall be in accordance with good commercial practice.
If any goods are made in compliance with Buyer’s plans, designs, specifications or instructions, Buyer shall indemnify and hold harmless, and defend MAA from and against any damage, loss, expense, liability, claims, suits, judgments, decrees and costs caused by or relating to the plans, designs, specifications or instructions for such goods, including any patent infringement or alleged infringement.
Any proposals, prints, brochures, drawings, designs, data or other information furnished to the Buyer by MAA before, after, or contemporaneously with the execution of this contract are intended for confidential use by the Buyer, shall remain the property of MAA, and shall not be used to the detriment of MAA’s competitive position. When given, all such proposals, performance and production projections, prints, brochures, drawings, designs, data and other information are based on MAA’s knowledge and understanding, but are, in all events, estimates only and are not guaranteed or warranted in any respect. The providing of any design information by MAA shall not constitute an assumption of design responsibility unless otherwise expressly assumed by MAA.
Under no condition may the Buyer cancel his obligations under this contract. Any attempt to do so will entitle MAA, in its sole discretion, to either (a) recover all direct, indirect, and consequential damages arising by reason of such attempted cancellation, or (b) retain as liquidated damages any customer deposit made under this contract.
In the event of a dispute regarding any of the terms or conditions contained herein, the parties agree that the laws of the State of North Dakota will control.
The Buyer’s rights may not be assigned or otherwise transferred to any other person, whether by operation of law or otherwise, without MAA’s prior written approval.
Waiver by MAA of any breach of any of these provisions, or its failure to exercise any right, shall not be construed as a waiver of any other breach, or a waiver to exercise any other right.
Buyer will indemnify MAA and hold MAA harmless from any and all claims made by Buyer’s employees or agents for injuries or damages including death, arising from or related to tasks performed under this quotation or contract.
If the Buyer fails to pay any invoice when due, or fails to accept shipments as scheduled, MAA may, at its option and without prejudice to other remedies, either defer further shipments until the default is corrected or cancel MAA’s remaining obligations under the contract.
Buyer represents and warrants that the person who executed the offer which this instrument accepts, or who will execute the Buyer’s acceptance of the offer contained in this instrument, has duly executed the relevant documents on behalf of the Buyer, and is duly authorized to so act.
The Buyer is hereby placed on notice that the technical data or hardware furnished with this quotation or order acknowledgment may relate to articles controlled by the U.S. Government for export and may, therefore, be subject to export licensing requirements and limitations on disclosure or shipment to foreign nationals under U.S. Law. Federal, criminal and civil penalties may result from any violation of these export provisions. BUYER INDEMNIFIES MAA FROM ANY BREACH OF SUCH REQUIREMENTS AND LAWS FOLLOWING BUYER’S RECEIPT OF EXPORT CONTROLLED DATA OR HARDWARE.