OFFER/ACCEPTANCE: No order becomes a contract unless accepted in writing by an LMT Defense duly authorized official. Additional or differing terms and conditions proposed by Buyer shall have no effect unless accepted in writing by LMT.
PRICES: Prices quoted for items sold (“Equipment”) do not include any customs duties, fees or taxes, however characterized, transportation charges or insurance costs, all of which where applicable shall be paid by Buyer. Price includes packaging in accordance with standard commercial practice unless otherwise specified by Buyer in which case packaging will be at Buyer’s expense.
EFFECTIVE DATE: Unless otherwise agreed, no contract becomes effective until all of the following events have occurred: (1) where payment is by Letter of Credit (“L/C”), an L/C acceptable to LMT has been opened and confirmed, (2) Contract has been signed and approved by both parties, and (3) any down payment required by LMT is on deposit. LMT shall not be obligated to commence work until the foregoing events have occurred.
DELIVERY: Domestic shipments travel via UPS Ground. International delivery is free carrier (FCA), Eldridge , Iowa (INCOTERMS 2010). Risk of loss will pass upon delivery to a carrier at LMT’s facility. LMT will deliver to a carrier it deems most appropriate, unless Buyer specifies a carrier.
DELAYS: LMT will use its best effort to make delivery in accordance with the contract, but LMT will not be liable to Buyer for delays in manufacturing or delivery due to causes beyond its reasonable control, including without limitation fire, accidents, acts of God, act of war (declared or undeclared), civil commotion, terrorism, hostilities, inability to secure materials or labor, non-issuance, lapse or withdrawal of U.S. export license, and government acts, laws, or regulations. In the event of such delay LMT reserves the right to extend the date for delivery by a period of time equal to the time lost by reason of the delay(s). In the event of late payment or performance by Buyer of its obligations, the parties will negotiate an equitable adjustment in price and schedule.
PAYMENT: Payment shall be made in full in immediately available U.S. dollars to LMT Defense by bank wire transfer, letter of credit, or as otherwise agreed in the contract to which these terms and conditions are attached. Title shall pass to the buyer upon payment in full.
WARRANTIES AND REMEDIES: Unless otherwise indicated in the quotation or proposal, LMT warrants that equipment and other items will conform to contract specifications and will be free from defects in material and workmanship under normal usage at time of delivery provided that notice of any defect must be furnished in writing to LMT within 12 months of delivery. LMT’s sole liability under the warranty shall be limited to repair, replacement, or refund, at LMT’s option. The warranty period shall not be extended for any reason. This warranty does not cover cosmetic damage or damage due to acts of God, accident, misuse, abuse, or negligence. LMT is not liable for Equipment that has been abused, altered, or repaired by Buyer or a third party. LMT warrants that title conveyed shall be good and Equipment free of any security interest or lien except that LMT shall have a security interest in Equipment until the purchase price is paid.
LIMITATIONS: LMT shall in no event be liable to Buyer or any third party for any consequential damages for personal injury, property damage or for any incidental or consequential damages due to use, possession, or operation of the products sold hereunder, whether alleged to be due in whole or part to LMT’s fault or negligence, or for any damages in excess of the price actually paid for the item of Equipment which is the subject of the claim for damages.
PATENTS: LMT will hold Buyer harmless from any claim of infringement of a S. patent brought by any third party against Buyer for Equipment purchased hereunder that is of LMT’s design. Buyer agrees to give LMT prompt notice of such claim and the right to maintain sole control of the defense and all negotiations for settlement or compromise of such claim. If a final injunction is obtained against Buyer’s use of the Equipment or portion thereof as a result of infringement of a patent, LMT will, at its option and expense, either procure for Buyer the right to continue using the Equipment, replace or modify it so as to become non-infringing, or grant Buyer credit for the then value of the Equipment or portion thereof as mutually agreed and accept its return. LMT will not accept any liability for Equipment purchased hereunder but altered to infringe a patent. The foregoing states the entire liability of LMT and the exclusive remedy of Buyer with respect to infringement of patents by the Equipment purchased, or any part thereof, or by its use. LMT shall not be liable for any incidental or consequential damages such as, without limitation, loss of profits.
FINAL INSPECTION AND ACCEPTANCE: Final inspection and acceptance shall occur at LMT’s facility upon satisfactory completion of inspection or acceptance testing to be performed by LMT in accordance with LMT quality procedures.
COMPLIANCE WITH S. LAW: Export of the items purchased under this agreement is contingent upon obtaining an export license from either the U.S. Department of State or Commerce as applicable, and LMT will not be liable for the Government’s failure to issue or withdrawal of any previously issued export license. Buyer, or other organization disclosed by Buyer in the sales contract, is the ultimate destination of any item sold hereunder. Buyer will not transfer items sold hereunder without approval of the U.S. Government in accordance with U.S export regulations.
PROPRIETARY INFORMATION: It may be necessary to disclose to Buyer information that LMT wishes to protect from unauthorized use and disclosure. Buyer agrees that it will not disclose to anyone outside its organization, or to anyone within its organization that does not have a need to know, any information or data that that is submitted in writing and designated by an appropriate marking indicating a proprietary nature, or which is submitted orally and identified as proprietary provided that LMT notifies Buyer in writing of the proprietary information within 30 days of its oral disclosure.
JURISDICTION: The laws of the State of Iowa shall govern this Agreement, and shall be the exclusive jurisdiction and venue for any proceedings connected with or arising from this Agreement.
GENERAL: The terms and conditions of this Agreement constitute the full understanding and the entire agreement between the parties, and no terms, conditions, understandings or agreements purporting to add, delete, modify, cancel, rescind or vary them shall be binding unless accepted in writing by the party to be bound. In the event any portion of this Agreement is held invalid or unenforceable, such invalidity or unenforceability shall not effect the other portions of this Agreement.