ARTICLE 1

PURPOSE AND SCOPE

Section 1.1 These Standard Terms and Conditions of Sale (“Terms”) govern the sale by Hartzell Propeller LLC or any of its subsidiaries, affiliates, or divisions, as is applicable (“Hartzell” or “Seller”) of any Products or Services supplied by Seller.

Section 1.2 These Terms apply to all quotations, proposals, and purchase order acceptances or acknowledgments provided by Seller to Customer (each, the “Specific Document”) unless expressly superseded by a written agreement executed by authorized representatives of both parties.  If these Terms are attached to a written supply, long-term, or similar agreement, the Specific Document includes that agreement, as well as any items noted above that provided by Seller to Customer in furtherance of that agreement.

Section 1.3 The Agreement constitutes the complete and exclusive statement of the agreement between Seller and Customer regarding the sale of Products and supersede all prior or contemporaneous oral or written negotiations, representations, proposals, communications, or agreements relating to the applicable transaction or transactions.

Section 1.4 Seller expressly rejects any additional, different, or inconsistent terms contained in Customer’s purchase order, supplier portal, electronic procurement system, acknowledgment, or other communication unless specifically accepted in writing by an authorized officer of Seller. Commencement of performance or shipment of Products shall not constitute acceptance of any such additional, different, or conflicting terms.

ARTICLE 2

DEFINITIONS

Section 2.1 For purposes of these Terms:

Section 2.1.1 “Customer” means the purchaser identified in the Specific Document.

Section 2.1.2 “Products” means all products, assemblies, spare parts, documentation, software, and related deliverables supplied by Seller.

Section 2.1.3 “Services” means inspection, repair, overhaul, engineering, field service, technical assistance, training, consulting, certification support, or any other professional services performed by Seller.

Section 2.1.4 “Applicable Law” means all applicable federal, state, local, and international laws, regulations, export control laws, aviation regulations, governmental orders, and regulatory requirements applicable to the Agreement or any transaction relating thereto.

Section 2.1.5 “Agreement” means these Terms, together with the applicable Specific Document.  If there are multiple Specific Documents, the Specific Document last provided by Seller to Customer shall be the applicable Specific Document.  

ARTICLE 3

ACCEPTANCE OF ORDERS

Section 3.1 All quotations or proposals provided by Seller are non-binding unless specifically stated otherwise and are subject to change or withdrawal without notice prior to Seller’s acceptance of Customer’s purchase order.

Section 3.2 No purchase order shall become binding upon Seller until accepted in writing through an order acknowledgment or other written acceptance issued by Seller.

Section 3.3 Seller reserves the right to reject any order, in whole or in part, in its sole discretion.

Section 3.4 Seller reserves the right to allocate production capacity among customers in the event of shortages of labor, materials, manufacturing capacity, supplier constraints, transportation disruptions, governmental actions, or other circumstances beyond Seller’s reasonable control.

Section 3.5 Customer acknowledges that many Products are manufactured to order, incorporate long-lead materials, or require customer-specific engineering, certification, tooling, or regulatory approvals. Accordingly, accepted orders may not be cancelled except in accordance with these Terms.

ARTICLE 4

PRICING

Section 4.1 Unless otherwise stated in the Agreement, all prices are payable in U.S. Dollars and are exclusive of freight, insurance, taxes, duties, tariffs, customs charges, value-added taxes, sales taxes, use taxes, excise taxes, or other governmental assessments, all of which shall be the responsibility of Customer.

Section 4.2 Quoted prices are based upon material, labor, transportation, energy, supplier, and regulatory costs existing at the time of quotation.

Section 4.3 Seller reserves the right to adjust prices upon written notice to Customer if, prior to delivery of the Product or performance of the Service, Seller experiences material increases in the cost of: (a) raw materials; (b) forgings; (c) castings; (d) composite materials; (e) labor; (f) freight and transportation; (g) energy; (h) tariffs or duties; (i) governmental actions; (j) supplier pricing; (k) regulatory compliance; or (l) any other cost beyond Seller’s reasonable control.

Section 4.4 If Customer does not accept such adjustment within ten (10) business days after written notice, Seller may suspend performance or cancel the affected order without further liability.

Section 4.5 If at any time the Agreement contemplates the sale of Products or performance of Services the price of which is not reflected in the Agreement, such pricing shall be at Seller’s standard rates and mark-ups effective at the time such Products are to be delivered or Services performed.

ARTICLE 5

TAXES

Section 5.1 Unless otherwise expressly stated in Seller’s quotation, all prices exclude applicable sales, use, excise, value added, goods and services, customs, import, export, withholding, and similar taxes, duties, tariffs, fees, or governmental assessments (“Charges”).  Customer shall be responsible for payment of all Charges arising from the sale, delivery, importation, exportation, ownership, or use of the Products, excluding only taxes based upon Seller’s net income.

Section 5.2 If Seller is required by law to collect or remit any such Charges, Customer shall promptly reimburse Seller the full amount of such Charges upon invoice.

Section 5.3 Should Customer claim an exemption from any Charge, Customer shall provide valid exemption documentation prior to shipment. Failure to do so shall not relieve Customer of responsibility for such Charges.

ARTICLE 6

PAYMENT TERMS

Section 6.1 Unless otherwise agreed in writing, payment terms shall be net thirty (30) days from the date of Seller’s invoice.

Section 6.2 Seller may require advance payment, milestone payments, letters of credit, or other financial assurances whenever Seller reasonably determines that Customer’s financial condition or payment history warrants additional security, or the Product is to be delivered or Service performed outside of the United States of America.

Section 6.3 Invoices not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month, compounded monthly, or the maximum rate permitted by Applicable Law.

Section 6.4 Customer shall not withhold payment, assert any right of setoff or recoupment, or deduct any amounts from invoices, due to warranty claims, commercial disputes, debit memos, back charges, or any other alleged claim unless expressly agreed in writing by Seller.

Section 6.5 If Customer fails to make payment when due, Seller may, without liability: (a) suspend shipments; (b) suspend repair or overhaul work; (c) suspend warranty consideration; (d) suspend engineering or technical support; (e) withhold future quotations; (f) cancel open orders; and (g) declare all outstanding balances immediately due and payable. 

Section 6.6 Any suspension of further performance by Seller may be treated by Seller as a termination of such performance if any payment is delayed by more than thirty (30) days.  Customer shall reimburse Seller for all reasonable costs incurred in collecting past due amounts, including attorneys’ fees, court costs, arbitration costs, and collection agency fees.

ARTICLE 7

DELIVERY, TITLE, AND RISK OF LOSS

Section 7.1 Unless otherwise agreed in writing, all shipments shall be FCA Seller’s shipping location (Incoterms® 2020).

Section 7.2 Risk of loss and responsibility for the Products shall pass to Customer upon delivery of the Products to the carrier or Customer’s designated representative.

Section 7.3 Title to the Products shall remain with Seller until Seller receives payment in full for the applicable Products.

Section 7.4 Delivery dates are estimates only and are based upon production schedules and supplier availability existing at the time of order acceptance. Seller shall use commercially reasonable efforts to meet scheduled delivery dates but shall not be liable for delays caused by supplier shortages, transportation disruptions, regulatory actions, force majeure events, Customer actions, or circumstances beyond Seller’s reasonable control.

Section 7.5 Partial shipments shall be permitted unless expressly prohibited by written agreement.

Section 7.6 Seller reserves the right to ship Products in advance of scheduled delivery dates unless Customer has specifically requested otherwise in writing.

Section 7.7 Claims for shipping shortages or transit damage shall be made in accordance with Article 11.

ARTICLE 8

CUSTOMER DELAYS, DEFERRED DELIVERY, AND STORAGE

Section 8.1 If Customer requests that shipment be postponed, delays acceptance of Products, fails to provide required information, fails to obtain required approvals, or otherwise prevents timely delivery after Products are ready for shipment, Seller may, at its option: (a) deem delivery complete; (b) transfer risk of loss to Customer; (c) invoice Customer for the affected Products; (d) place Products into storage on Customer’s behalf, whether a Seller facility or third-party facility; and (e) assess reasonable storage, handling, preservation, insurance, administrative, and carrying charges, including storage and handling, equal to two percent (2%) of the contract price of the Products per month, or if greater Seller’s actual cost of such storage and handling. 

Section 8.2 Seller shall not be responsible for deterioration, obsolescence, certification impacts, preservation requirements, or additional costs resulting from Customer-requested shipment delays.

Section 8.3 Repeated delivery postponements may be treated as a cancellation under Article 10.

ARTICLE 9

FORECASTS, LONG-LEAD MATERIALS, AND CUSTOMER COMMITMENTS

Section 9.1 Forecasts provided by Customer are intended to support production planning, material procurement, capacity management, and supplier scheduling.

Section 9.2 Unless otherwise provided in a written long-term agreement or as set forth in this Article 9, forecasts are non-binding. Customer shall be bound by that portion of any forecast scheduled for delivery within a forward moving ninety (90) day period, or such longer period identified by Seller to Customer due to long-lead time requirements (the “Binding Forecast Period”), and Customer shall be responsible to Seller for any of the following for any cancellation or, material reduction in, or re-scheduling more than sixty (60) days into the future, orders of Products that are within the Binding Forecast Period: (a) long-lead materials; (b) forgings; (c) castings; (d) composite materials; (e) customer-specific inventory; (f) supplier deposits; (g) non-cancelable supplier commitments; (h) tooling; (i) engineering activities; (j) work in process; (k) any other reasonable costs incurred by Seller in reliance upon the Binding Forecast Period; and (l) reasonable administrative and handling charges related to any of the foregoing.

Section 9.3 Nothing contained herein shall limit Seller’s rights under any separate long-term agreement or similar commercial contract.

ARTICLE 10

ORDER CHANGES, CANCELLATION, AND TERMINATION

Section 10.1 Customer may not modify, suspend, cancel, or terminate any accepted order without Seller’s prior written consent.

Section 10.2 Any requested change to quantity, configuration, specifications, delivery schedule, destination, packaging, certification requirements, documentation, or other order requirements shall be subject to Seller’s written approval and may result in adjustments to price, delivery schedule, warranty, or other commercial terms.

Section 10.3 If Seller agrees to a cancellation, Customer shall reimburse Seller for all costs incurred in connection with the order, including, without limitation: (a) completed Products; (b) work in process; (c) raw materials; (d) long-lead materials; (e) forgings; (f) castings; (g) composite materials; (h) Customer-specific inventory; (i) engineering and certification activities; (j) tooling; (k) non-cancelable supplier commitments; (l) any other reasonable costs incurred by Seller in reliance upon Customer’s order; and (m) reasonable administrative, handling, and re-stocking charges related to any of the foregoing.

Section 10.4 Seller may immediately suspend performance or terminate any order, in whole or in part, upon written notice if Customer: (a) fails to make payment when due; (b) breaches any material obligation under the Agreement or any other agreement with Seller; (c) becomes insolvent, becomes subject to any bankruptcy proceedings, has a receiver appointed over a substantial portion of its assets, or makes a general assignment for the benefit of creditors; (d) ceases normal business operations; or (e) otherwise demonstrates an inability or unwillingness to perform its contractual obligations.

Section 10.5 Termination or suspension by Seller shall not affect Seller’s right to recover payment for Products delivered, Services performed, work in process, or other amounts due under the Agreement.

Section 10.6 No cancellation, suspension, or termination shall relieve Customer of its obligation to pay for Products completed, Services performed, or costs incurred by Seller prior to the effective date of such cancellation or termination.

ARTICLE 11

INSPECTION AND ACCEPTANCE

Section 11.1 Customer shall inspect all Products promptly upon receipt.

Section 11.2 Claims for shortages, shipping damage, visible defects, or non-conforming Products must be submitted to Seller in writing within ten (10) calendar days after delivery.

Section 11.3 Failure to provide written notice within such period shall constitute final and irrevocable acceptance of the Products.

Section 11. 4 Claims relating to latent defects shall be governed solely by the applicable warranty provisions.

Section 11.5 Seller shall have the right to inspect any allegedly non-conforming Product prior to authorizing its return.

Section 11.6 No Product may be returned without Seller’s prior written authorization and issuance of a Return Material Authorization (RMA), if applicable.

Section 11. 7 Seller shall determine, in its reasonable discretion, the appropriate remedy for any validated non-conformance, which may include repair, replacement, rework, or issuance of a credit. Such remedy shall constitute Customer’s exclusive remedy for non-conforming Products except as otherwise provided under Seller’s applicable warranty.

ARTICLE 12

LIMITED WARRANTY; WARRANTY DISCLAIMER

Section 12.1 Seller warrants that: (i) it will repair or replace any components of the Products manufactured by Seller that are defective in material or workmanship under normal use and service for the warranty period specified in Seller’s applicable published Limited Warranty or, where no separate warranty applies, for one (1) year from the date the Product is delivered to Customer or one thousand (1,000) operating hours, whichever occurs first; and (ii) it will re-perform any Services that are not performed to industry standards for a period of twelve (12) months from the original date of Service performance.  Seller’s Limited Warranty for Products only extends to Customer and is not transferable, provided that if Customer is a distributor, dealer, or other non-retail purchaser, the Limited Warranty is transferable to the first retail purchaser of the Product from Customer.

Section 12.2 Separate warranty terms may apply to repaired, overhauled, exchanged, surplus, or customer-furnished Products, as well as Products manufactured by third parties. Such Products shall be subject only to the specific warranty, if any, provided by Seller or the applicable manufacturer.

Section 12. 3 Seller’s sole obligation under its Limited Warranty, and Customer’s exclusive remedy, shall be limited, at Seller’s option, to: (a) Repair of the defective Product or component; (b) Replacement of the defective Product or component; (c) Reperformance of the applicable Service; (d) Issuance of a credit or refund equal to the purchase price of the affected Product or Service; or (e) In the case of the Services limited warranty, re-performance of the Service.

Section 12.4 Warranty claims must be submitted in accordance with Seller’s published warranty procedures and within the applicable warranty period. Seller reserves the right to inspect the Product or Service prior to determining warranty eligibility.

Section 12.5 No Product may be returned without Seller’s prior written authorization.

Except as expressly stated herein or in Seller’s published Limited Warranty, Seller makes no other warranties and hereby disclaims all other express or implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.

ARTICLE 13

WARRANTY EXCLUSIONS

Section 13.1 Seller’s Limited Warranty identified in Article 12 shall not apply to any Product or component thereof, or product that has been affected by a Service, that has been: (a) Improperly installed; (b) Improperly maintained; (c) Altered, modified, or repaired by unauthorized personnel; (d) Operated outside approved limitations and tolerances; (e) Subjected to misuse, abuse, negligence, accident, corrosion, contamination, or foreign object damage; (f) Improperly stored or preserved; (g) Damaged during transportation after risk of loss has transferred to Customer; or (h) Used in a manner inconsistent with Seller’s published manuals, Instructions for Continued Airworthiness (ICA), maintenance manuals, operating limitations, or other technical documentation.

Section 13.2 Warranty coverage shall also be excluded where failure results from: (a) Failure to comply with applicable Airworthiness Directives (ADs); (b) Failure to comply with mandatory Service Bulletins (SBs); (c) Failure to perform required inspections or maintenance; (d) Normal wear and tear; (e) Consumable items; (f) Customer-furnished materials or components; or (g) Product components manufactured by third parties (although Seller will assign to Customer any assignable warranties of the original manufacturer or distributor).

Section 13.3 Seller shall have no obligation to reimburse Customer for labor, removal, installation, transportation, aircraft downtime, ferry flights, substitute aircraft, charter expenses, passenger accommodations, crew costs, lost revenue, or other consequential or incidental expenses unless expressly agreed in writing.

ARTICLE 14

RETURNS, REPAIRS, AND WARRANTY CLAIMS

Section 14.1 All warranty claims and Product returns shall be processed in accordance with Seller’s then-current Return Material Authorization (RMA) and warranty procedures.

Section 14.2 Products or components thereof returned without prior authorization may be refused or returned to Customer at Customer’s expense.

Section 14.3 Customer shall provide all information reasonably requested by Seller to evaluate a warranty claim, including operating history, maintenance records, installation information, and supporting documentation.

Section 14.4 If Seller determines that a returned Product or component is not covered by Seller’s Limited Warranty, Customer shall be responsible for all inspection, testing, repair, transportation, and handling charges.

Section 14.5 Repair and overhaul work performed by Seller shall be subject to the Limited Warranty specifically applicable to such Services as published by Seller or otherwise provided in writing.

Section 14.6 Nothing contained in this Article shall expand Seller’s warranty obligations beyond those expressly provided in these Terms or Seller’s published Limited Warranty.

ARTICLE 15

CONFIDENTIALITY

Section 15.1 Each party acknowledges that, in connection with the sale of Products or performance of Services, it may receive Confidential Information from the other party.

Section 15.2 “Confidential Information” includes, but is not limited to, technical data, engineering information, drawings, specifications, pricing, quotations, forecasts, manufacturing processes, business plans, financial information, certification data, software, product development information, customer information, and other proprietary information disclosed in any form.

Section 15.3 Each party agrees to: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely for purposes of performing under the applicable transaction or the Agreement; (c) limit disclosure to employees, affiliates, contractors, and advisors having a legitimate need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (d) not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or governmental authority.

Section 15.4 These obligations shall not apply to information that: (a) (a) is or becomes publicly available through no wrongful act of the receiving party; (b) was lawfully known by the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party’s Confidential Information; or (d) is lawfully obtained from a third party without restriction.

Section 15.5 The obligations of this Article shall survive for five (5) years following completion or termination of the applicable transaction.

ARTICLE 16

INTELLECTUAL PROPERTY

Section 16.1 Seller retains and shall own all right, title, and interest in and to all intellectual property associated with the Products and Services, including without limitation: (a) patents; (b) patent applications; (c) trademarks; (d) copyrights; (e) trade secrets; (f) engineering data; (g) technical publications; (h) drawings; (i) specifications; (j) software; (k) parts manufacturer approvals (PMAs); (l) supplemental type certificates (STCs); (m) certification data; (n) manufacturing processes; and (o) related proprietary information.

Section 16.2 No sale of Products or performance of Services conveys any ownership, license, or other interest in Seller’s intellectual property except a royalty-free, non-transferable (other than to the original retail purchaser of the Product), non-sublicensable license to use the purchased Products for their intended purpose.

Section 16.3 Customer shall not, directly or indirectly, with respect to or related to any Product or Service: (a) reverse engineer; (b) decompile; (c) disassemble; (d) copy; (e) reproduce; (f) modify; (g) create derivative works; (h) duplicate certification data; or (i) seek Supplemental Type Certificates, Parts Manufacturer Approvals, or other certifications based upon Seller’s proprietary information.

Section 16.4 Suggestions, recommendations, design improvements, or feedback provided by Customer relating to Seller’s Products or Services may be used by Seller without restriction unless otherwise agreed in writing.

ARTICLE 17

EXPORT CONTROL COMPLIANCE

Section 17.1 Customer acknowledges that certain Products, technical data, software, and Services may be subject to United States export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), Export Administration Regulations (EAR), regulations administered by the Office of Foreign Assets Control (OFAC), and other applicable export control or sanctions laws.

Section 17.2 Customer agrees to: (a) Comply with all applicable export, import, customs, and sanctions laws; (b) Obtain all required governmental licenses, permits, and approvals; (c) Not export, re-export, transfer, or disclose Products, technical data, or Confidential Information of Seller except as permitted by applicable law; (d) Not provide Products, technical data, or Confidential Information of Seller to prohibited countries, entities, or individuals; and (e) Maintain records demonstrating compliance with applicable export control requirements.

Section 17.3 Customer shall indemnify, defend, and hold Seller harmless from any fines, penalties, claims, damages, or liabilities arising from Customer’s failure to comply with applicable export control or sanctions laws.

Section 17.4 Seller may suspend performance or terminate any transaction if Seller reasonably believes continued performance would violate applicable export control or sanctions laws.

ARTICLE 18

FORCE MAJEURE

Section 18.1 Seller shall not be liable for any delay in performance or failure to perform resulting from events beyond its reasonable control, including but not limited to: (a) Acts of God; (b) fire, flood, earthquake, or other natural disasters; (c) epidemics or pandemics; (d) labor disputes or shortages; (e) supplier failures or material shortages; (f) transportation interruptions; (g) utility outages; (h) governmental actions; (i) tariffs or duties; (j) sanctions or trade restrictions; (k) war; (l) terrorism; (m) civil unrest; (n) cybersecurity incidents affecting critical infrastructure; or (o) any other event beyond Seller’s reasonable control.

Section 18.2 Upon the occurrence of a Force Majeure event, Seller may: (a) Extend delivery schedules; (b) Allocate available production among customers; (c) Suspend performance; (d) Revise pricing to reflect increased costs resulting directly from the Force Majeure event; or (e) Terminate the affected order if performance becomes commercially impracticable.

Section 18.3 Seller shall provide Customer with notice of any Force Majeure event within a reasonable period after becoming aware of its occurrence.

Section 18.4 Delays resulting from a Force Majeure event shall not constitute a breach of the Agreement and shall not entitle Customer to cancellation, penalties, liquidated damages, or other remedies arising solely from such delay.

ARTICLE 19

LIMITATION OF LIABILITY; CONSEQUENTIAL DAMAGES DISCLAIMER

Section 19.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SALE OF PRODUCTS, PERFORMANCE OF SERVICES, OR ANY OTHER MATTER RELATING IN ANY WAY TO THE AGREEMENT OR ANY TRANSACTION THEREUNDER, SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.

Section 19.2 In no event shall Seller be liable for any: (a) consequential damages; (b) incidental damages; (c) indirect damages; (d) special damages; (e) exemplary or punitive damages; (f) loss of profits; (g) loss of revenue; (h) loss of business opportunity; (i) loss of use; (j) business interruption; (k) aircraft grounding; (l) charter interruption; (m) ferry flight expenses; (n) replacement aircraft costs; (o) passenger accommodations; (p) crew expenses; (q) loss of goodwill; or (r) any similar commercial or economic loss, whether arising in contract, warranty, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages.

Section 19.3 The limitations contained herein are a fundamental basis of the bargain between the parties, shall apply notwithstanding any failure of an exclusive remedy, and shall apply whether any of such damages were or were not foreseeable.

ARTICLE 20

INDEMNIFICATION

Section 20.1 Seller shall defend and indemnify Customer against any third-party claim alleging that a Product (or component thereof) manufactured solely by Seller infringes a valid United States patent, provided that: (a) Customer promptly notifies Seller of the claim; (b) Seller has sole control of the defense and settlement; (c) Customer provides reasonable cooperation; and (d) the claim does not arise from Customer specifications, designs, modifications, combinations with non-Seller products, misuse, unauthorized repairs, or applications for which the Product was not intended.

Section 20.2 Seller may, at its option: (a) obtain the right for Customer to continue using the Product or component; (b) modify the Product or component so it becomes non-infringing; (c) replace the Product or component with a substantially equivalent Product or component; or (d) refund a portion of the purchase price upon return of the Product, equal to the purchase price, multiplied by a fraction equal to eighty-four (84) months minus the total number of months of use of the Product by Customer, divided by eighty-four (84) months.

Section 20.3 This Article states Seller’s sole obligation and Customer’s exclusive remedy with respect to patent infringement claims.

ARTICLE 21

GOVERNING LAW; DISPUTE RESOLUTION; WAIVER OF JURY TRIAL; 

STATUTE OF LIMITATIONS

Section 21.1 The Agreement and any dispute arising out of or relating to the Agreement, the sale of the Products, or the performance of the Services shall be governed by the laws of the State of Delaware, without regard to its conflict of law principles.  The U.N. Convention on Contracts for the International Sale of Goods shall not apply to the Agreement or any transaction thereunder.

Section 21.2 The parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware.

Section 21.3 Either party may elect by written notice to the other party to resolve any dispute involving an amount in dispute in excess of $50,000 exclusively through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.  If the amount in dispute is $100,000 or more, the arbitration shall be before a panel of three (3) arbitrators unless otherwise agreed to by the parties.  Disputes of less than that amount shall be before a single arbitrator selected by AAA.  Any arbitration proceedings shall occur exclusively in the State of Delaware.  This arbitration provision shall not apply to any injunctive or other interim remedy sought by a party.

Section 21.4 Each party knowingly and voluntarily waives any right to trial by jury with respect to any dispute arising under the Agreement to the fullest extent permitted by law.

Section 21.5 No claim, cause of action, or dispute may be brought as against Seller more than: (a) twelve (12) months after that claim, cause of action, or dispute accrued; or (b)  with respect to any warranty matter, any claim, cause of action, or dispute brought more than one (1) month after expiration of the warranty term.

ARTICLE 22

EQUAL OPPORTUNITY

Section 22.1 Seller and Customer shall abide by the requirements of 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a).  These regulations prohibit discrimination against qualified individuals based on their status as a protected veteran or individual with a disability, and require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals with disabilities and veterans.  EO 13496: The requirements at 29 CFR Part 471, Appendix A to Subpart A are also hereby incorporated by reference.

ARTICLE 23

GENERAL PROVISIONS

Section 23.1 The Agreement constitutes the complete and exclusive agreement between the parties.

Section 23.2 No amendment, modification, or waiver of any terms of the Agreement shall be effective unless in writing and signed by an authorized representative of Seller.

Section 23.3 If any provision of the Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be judicially modified to the least extent necessary to make it valid and enforceable.

Section 23.4 Articles 6, 12, 13, 14, 15, 16, 17, 19, 20, 21, 22, and 23, and any other provisions of the Agreement which by their nature or practical application should survive shall remain in effect following termination or expiration of the Agreement.

Section 23.5 Customer may not assign or transfer any rights or obligations under these Terms without Seller’s prior written consent. Any attempted assignment without such consent shall be void.  A change in more than fifty percent (50%) of the ownership or other indicia of control of Customer shall be deemed an assignment by Customer requiring Seller’s prior written consent.

Section 23.6 Seller may assign the Agreement to any affiliate or successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.

Section 23.7 The relationship between Seller and Customer is solely that of independent contracting parties. Nothing contained herein shall be construed to create any partnership, joint venture, agency, fiduciary, employment, or other similar relationship.

Section 23.8 No third party shall have any rights or remedies under the Agreement.

Section 23.9 Each party agrees that it will comply in all material respects with all Applicable Laws relating to the Agreement or any transaction related thereto.

Section 23.10 Except as expressly noted in Article 12, the Agreement is solely for the benefit of the parties hereto, and there are no third-party beneficiaries.

Section 23.11 The failure of Seller to enforce any provision of the Agreement shall not constitute a waiver of future enforcement of that provision or any other provision.

Section 23.12 Headings are provided solely for convenience and shall not affect interpretation of the Agreement.

ARTICLE 24

TRAINING SERVICES

Section 24.1 Applicability. Training services provided by Seller are governed by these Terms and Conditions. This Article establishes the additional terms applicable to training services. Except as expressly modified herein, all other provisions of these Terms and Conditions remain in full force and effect and apply to all training services. In the event of any conflict between this Article and the remaining provisions of these Terms and Conditions, this Article shall govern solely with respect to the training services provided.

Section 24.2 Scope of Training. Seller may provide training services as described in the applicable quotation, order acknowledgment, statement of work, or other written agreement. Training may be conducted at Seller’s facility, Customer’s facility, or another mutually agreed location.

Section 24.3 Scheduling. Training dates are subject to instructor availability and will be confirmed by Seller following receipt of Customer’s purchase order or written acceptance. Seller will use commercially reasonable efforts to accommodate Customer’s requested schedule but does not guarantee availability on any specific date.

Section 24.4 Customer Responsibilities. Customer shall: (a) ensure all attendees satisfy any prerequisite training requirements identified by Seller; (b) provide suitable facilities, equipment, and access if training is conducted at Customer’s location; (c) comply with all applicable safety, security, and facility requirements; (d) ensure attendees conduct themselves in a safe and professional manner throughout the training.

Seller reserves the right to remove any attendee whose conduct creates a safety concern or materially disrupts the training session.

Section 24.5 Fees and Expenses. Unless otherwise stated in Seller’s quotation or other written agreement, Customer shall be responsible for payment of: (a) All applicable training fees; (b) Instructor travel, lodging, meals, and reasonable incidental expenses for on-site training; and (c) Shipping or freight costs associated with training materials or equipment. All fees are payable in accordance with the payment terms set forth in these Terms and Conditions.

Section 24.6 Cancellation and Rescheduling. Unless otherwise agreed in writing: (a) cancellation more than thirty (30) calendar days before the scheduled training date: No cancellation charge; (b) cancellation fifteen (15) to thirty (30) calendar days before the scheduled training date: Customer shall pay fifty percent (50%) of the applicable training fees plus any non-refundable travel or related expenses incurred by Seller; (c) cancellation fewer than fifteen (15) calendar days before the scheduled training date: Customer shall pay one hundred percent (100%) of the applicable training fees plus all travel and related expenses incurred by Seller; and (d) Seller may reschedule training due to instructor illness, safety concerns, force majeure, or other circumstances beyond Seller’s reasonable control.

Section 24.7 Training Materials and Intellectual Property. All training materials, manuals, presentations, software, videos, documentation, and related content provided by Seller remain the exclusive intellectual property of Seller or its licensors. Customer shall not reproduce, distribute, record, publish, modify, or use such materials for commercial purposes without Seller’s prior written consent in each instance.

Section 24.8 Certification. Completion of training does not authorize Customer or its personnel to perform maintenance, repairs, inspections, or other regulated activities except as permitted by applicable law and regulations. Any certificate issued by Seller acknowledges only successful completion of the applicable training course and does not constitute regulatory approval, certification, or authorization.

Section 24.9 Warranty. Training services are educational in nature and are provided solely to support the proper use, maintenance, or operation of Seller’s Products. Training services do not modify, extend, or create any warranty beyond those otherwise provided under these Terms and Conditions or any applicable product warranty.  All training services are provided AS IS, without any warranty.

Section 24.10 Liability. Seller shall not be liable for delays, rescheduling, or cancellation of training resulting from circumstances beyond its reasonable control. Seller’s liability arising from or relating to training services shall otherwise be governed by the limitation of liability and other applicable provisions contained in these Terms and Conditions.

Section 24.11 Effective Date. These Standard Terms and Conditions of Sale supersede all prior published versions and shall apply to all quotations, proposals, and purchase order acceptances and acknowledgments occurring on or after the Effective Date unless otherwise agreed in writing by Seller.