Quote# 2603047-3
Seller’s Offer, and any order issued by Buyer to Seller for the goods and/or services specified herein, is strictly limited to Seller’s General Terms and Conditions of Sale, which can be found at www.teledyne-ml.com.
August 10, 2026
Malburg Generation Station
4963 Soto Street
Vernon, CA 90058
Reference: City of Vernon - Malburg Plant
Dear Efren Peregrina,
Teledyne Monitor Labs is pleased to provide Quotation No. 2603047-3 for our RegPerfect DAHS System Upgrade, Equipment, and Services. TML has grouped various components in the item column below for comparison purposes. The purchase or exclusion of individual items must be discussed with TML.
RegPerfect is a cost effective data acquisition system (DAS) for monitoring, recording and reporting emissions to demonstrate compliance with Federal, State and local requirements. The easy to use software application is the perfect tool for maintaining compliance with your air permit requirements.
If you have any questions regarding this quotation, please contact our Regional Sales Manager, Mr. Bob Thomas, at +1-858-275-4598.
Sincerely,
Haley Gokan
Applications Engineer
Quote# 2603047-3
Seller’s Offer, and any order issued by Buyer to Seller for the goods and/or services specified herein, is strictly limited to Seller’s General Terms and Conditions of Sale, which can be found at www.teledyne-ml.com.
Teledyne Monitor Labs, a business unit of Teledyne Instruments, Inc. 35 Inverness Drive East
Englewood, Colorado, USA 80112-5189
+1-303-792-3300 Fax +1-303-799-1409
www.teledyne-ml.com
REPRESENTATIVE
Bob Thomas
Phone: +1 858 275 4598
Email:
CUSTOMER NAME & ADDRESS QUOTE DATE APPROXIMATE SHIP DATE Malburg Generation Station
4963 Soto Street
Vernon, CA 90058
Reference: City of Vernon - Malburg Plant
August 10, 2026 Dependent on
Purchase Order Acceptance
QUOTE NUMBER SHIP TERMS
2603047-3 FCA: Origin, PP&A
QUOTE VALID FOR TERMS OF PAYMENT
90 Days 30 Days
ITEM QTY DESCRIPTION OF ARTICLES AND/OR SERVICES UNIT PRICE AMOUNT A 1 RegPerfect DAS Labor
Modify RegPerfect data flow chart to current configuration $ 2,000 $ 1,900
(Sapphire
Discount)
B 1 Customer Provided Server Hardware or Virtual Server Remote Labor to configure and check compatibility issues $ 3,000 $ 3,000
C 1 RegPerfect Upgrade Startup Support
Remote RegPerfect Software Startup
$ 5,000 $ 5,000
D 1 RegPerfect DAHS ECMPS 2.0 Upgrade (newest version)
RegPerfect Software License Upgrade – Per Server
Up to Four (4) Reporting Sources
$ 15,000 $ 13,500
($ 1,500)
Discount
Quote# 2603047-3
Seller’s Offer, and any order issued by Buyer to Seller for the goods and/or services specified herein, is strictly limited to Seller’s General Terms and Conditions of Sale, which can be found at www.teledyne-ml.com.
ITEM QTY DESCRIPTION OF ARTICLES AND/OR SERVICES UNIT PRICE AMOUNT E 2 Allen Bradley ControlLogix Programmable Logic
Controller
Includes the following:
➢ L-81 Controller with 2MB Memory Processor
➢ Power Supply
➢ PanelView HMI
➢ Red Lion Ethernet Modbus TCP/IP Module
➢ Studio 5000 Programming Software (Qty one (1) priced
for whole site)
➢ PLC Programming Labor
Please note: Specific module and configuration may change after final engineering is complete. This proposal assumes all customersupplied inputs are linear and compatible with required unit of measure.
$ 40,792 $ 81,584
Quote# 2603047-3
Seller’s Offer, and any order issued by Buyer to Seller for the goods and/or services specified herein, is strictly limited to Seller’s General Terms and Conditions of Sale, which can be found at www.teledyne-ml.com.
ITEM QTY DESCRIPTION OF ARTICLES AND/OR SERVICES UNIT PRICE AMOUNT F 1 On-Site PLC Software Startup during one (1) plant visit with up to one (1) day on-site by a TML PLC Programmer.
Includes the following services:
➢ Installation Setup: Setup, verify, and load new PLC
programs onto customer’s existing PLC hardware.
➢ I/O Signal Verification: Configure and test all CEMS
I/O from plant communications to PLC to RegPerfect
DAS. Review units of measure and scaling to verify
signals are correct. Simulate digital signals where
needed to verify conditions for startup, shutdown,
normal operation, unit on, alarms, etc….
➢ QA Assessments: Run instrument calibrations to verify calibrations are passing.
➢ Project Management
NOTES:
1. Labor to correct customer installation errors shall be billed at actual time and materials at prevailing service rates when work is performed.
2. Fixed price is based upon one (1) trip with a site time of up to eight (8) hours (eight hours = one day) during normal
business hours. Price includes up to two (2) hours to
complete site specific training and any paperwork required to work at the site. If these tasks require more time it will be billed on a time and material (meals, hotel) basis. Waiting time due to client delays shall be billed in addition to the fixed price at prevailing service rates. In addition, be aware that delays may result in the need for a return trip to the site. Expenses and Travel Time for a return trip will be charged to the customer and scheduling for such a trip will depend on
Engineer availability. If this Service is not scheduled within six (6) months of System shipment, additional charges may apply.
3. Teledyne Monitor Labs requires a minimum of eight (8) weeks notification prior to Startup. Failure to provide proper written notification may result in additional charges.
4. If the customer requests a schedule change after a firm date for services has been set, there may be additional costs associated with changes in travel arrangements.
$ 6,800
Price Per
Mobilization
$ 2,375
Price Per
Day On-Site
$ 9,175
Quote# 2603047-3
Seller’s Offer, and any order issued by Buyer to Seller for the goods and/or services specified herein, is strictly limited to Seller’s General Terms and Conditions of Sale, which can be found at www.teledyne-ml.com.
ITEM QTY DESCRIPTION OF ARTICLES AND/OR SERVICES UNIT PRICE AMOUNT For All Maintenance Contract Options:
Remote Support is available during normal business hours by calling 1-800-846-6062. Teledyne Monitor Labs’ Software Call Center normal business hours are 8:00 AM to 5:00 PM (Mountain Time), Monday through Friday, excluding TML holidays.
Outside these hours, a software technician is available on a pay per hour basis; depending on the level of service, some support customers may be charged after-hour Software Call Center rates (overtime rates may also apply). ** 10% discount for multi-year or multi-facility agreement F Per
Year
Telephone Support Only
Includes:
➢ Eight (8) hours of support during normal business hours ➢ 5% discount on after hour support
➢ 5% discount on additional support hours over limit
➢ Eight (8) business hour response time for emergencies $ 2,100
(Per Server)
$ 2,100
F-1 Per
Year
Sapphire Level
Includes all the basics of Telephone Support and adds or changes the following services:
➢ Sixteen (16) hours of support during normal business hours ➢ All RegPerfect software upgrades1 (see Terms below)
➢ 5% discount on computer/PLC hardware upgrade, service or training, after hour support, and DAHS/PLC configuration changes
$ 4,900
(Per Server)
$ 4,900
F-2 Per
Year
Ruby Level
Includes all the basics of Sapphire Support and adds or changes the following services:
➢ Unlimited support during normal business hours*
➢ 30% discount on after hour support
➢ Four (4) business hour response time for emergencies
➢ TML assistance on RegPerfect upgrade installations
➢ One (1) Remote Check
➢ 10% discount on computer/PLC hardware upgrade, service or training, and DAHS configuration changes
$ 7,600
(Per Server)
$ 7,600
Quote# 2603047-3
Seller’s Offer, and any order issued by Buyer to Seller for the goods and/or services specified herein, is strictly limited to Seller’s General Terms and Conditions of Sale, which can be found at www.teledyne-ml.com.
ITEM QTY DESCRIPTION OF ARTICLES AND/OR SERVICES UNIT PRICE AMOUNT F-3 Per
Year
Emerald Level
Includes all the basics of Sapphire Support and adds or changes the following services:
➢ Unlimited support any time, any day*
➢ No additional charge for after hour support
➢ Four (4) clock hour response time for emergencies
➢ Remote RegPerfect upgrade installations by TML
➢ Four (4) Remote Checks
➢ 15% discount on computer/PLC hardware upgrade, service or training, and DAHS configuration changes
➢ Load Microsoft updates and security patches (when server is connected to internet)
$ 14,300
(Per Server)
$ 14,300
F-4 Per
Year
Diamond Level
Includes all the basics of Emerald Support and adds or changes the following services:
➢ Six (6) Remote Checks
➢ No-charge, on-site visit to install RegPerfect upgrades and perform computer maintenance
➢ Optimization of the RegPerfect & PLC configuration to ensure regulatory compliance
➢ Monthly summary of all support calls and resolutions
➢ No charge registration for up to two (2) attendees, per year, to any RegPerfect Training Session in Englewood, CO
$ 26,100
(Per Server)
$ 26,100
Quote# 2603047-3
Seller’s Offer, and any order issued by Buyer to Seller for the goods and/or services specified herein, is strictly limited to Seller’s General Terms and Conditions of Sale, which can be found at www.teledyne-ml.com.
RegPerfect DAS Software Maintenance - applicable to all software maintenance levels Software Support Plans Diamond Level Emerald
Level
Ruby
Level Sapphire Level
Support Hours (8x5) Unlimited Unlimited Unlimited 16
Support Hours (24x7) Unlimited Unlimited N/A (30%*) N/A (30%*) Emergency Response Time (Hrs.) 4 (Clock) 4 (Clock) 4 (Business) 8 (Business) DAHS/PLC Upgrade Discount 15% 15% 10% 5%
Upgrade Installation2 On-Site Remote Assist Client
Computer Health Check2 On-Site Quarterly Annual None
On-site Service/Training Discount2 Free 15% 10% 5%
Software Upgrades1 Free Free Free Free
DAHS Performance Assessment Free N/A N/A N/A
Yearly Optimization2 Free N/A N/A N/A
DAS/PLC Configuration Discount2 Free 15% 10% 5%
*Discount for afterhours paid support
1Upgrades that include new features and service patches are included. Any upgrade or configuration based on changing regulatory requirements is excluded, unless specifically addressed in other TML documentation. 2For Diamond level plans, on-site service is available once per year for upgrade, health check, training, or optimization, up to 24 hours. These services can be requested to be performed remotely.
PAYMENT: For contracts less than $8,000.00, TML will bill entire contract beginning the day the order is entered. For contracts greater than $8,000.00, TML contract billing is progress billed quarterly unless contractual agreement specifies otherwise. The billing cycle will begin the day the order is entered, and subsequent bills will occur quarterly.
Terms of Payment: Net 30 OAC
Seller’s Offer, and any order issued by Buyer to Seller for the goods and/or services specified herein, is strictly limited to Seller’s General Terms and Conditions of Sale, which can be found at www.teledyne-ml.com.
Special Terms and Conditions (applicable to all software maintenance levels):
Any maintenance contract customer call ticket shall be placed to the top of the schedule for its priority over any nonmaintenance contract customer call ticket of equal priority.
Maintenance Agreements are intended to be used for customer support in the event of a malfunction, computer errors, reporting problems, etc. Maintenance Agreements are not intended to be used as an extended training tool, or for product enhancements, new server or workstation installations, or for operating permit changes and new design requirements.
For security, all Teledyne software support employees have passed an extensive pre-hire government background screening check. Teledyne Monitor Labs would be happy to provide certification of the background check upon request.
For personal security, Teledyne Monitor Labs employees cannot provide employee social security numbers, however, we will provide additional information required for NERC or FERC requirements at the customer’s request. 1RegPerfect upgrades include all product enhancement releases of RegPerfect during the term of the maintenance agreement. It does not include third party software upgrades for Microsoft® Operating Systems, SQL Server, Office, or PLC programming software. It does not include TML installation except as noted for Emerald and Diamond levels.
Special releases of RegPerfect to support regulatory rule revisions are not included.
Slow and or intermittent remote connections will require immediate customer action. All remote connections must be stable. In the event remote access to the DAHS is not available or reliable, Teledyne will do our best to provide telephone instruction to customer personnel on site.
Quote# 2603047-3
Seller’s Offer, and any order issued by Buyer to Seller for the goods and/or services specified herein, is strictly limited to Seller’s General Terms and Conditions of Sale, which can be found at www.teledyne-ml.com.
Call Scheduling:
Telephone Only and Sapphire Level Support
➢ Begin work on all hardware and software problems within eight (8) business hours and make best effort to complete within five (5) business days when a problem is reported as Emergency or High. ➢ Begin work on all hardware and software problems within ten (10) business days and make best effort to complete within twenty-five (25) business days when a problem is reported as Medium or Low.
Ruby Level Support
➢ Begin work on all hardware and software problems within four (4) business hours and make best effort to complete within five (5) business days when a problem is reported as Emergency or High. ➢ Begin work on all hardware and software problems within five (5) business days and make best effort to complete within fifteen (15) business days when a problem is reported as Medium or Low.
Emerald and Diamond Level Support
➢ Begin work on all hardware and software problems within four (4) clock hours and make best effort to complete within three (3) business days when a problem is reported as Emergency or High. ➢ Begin work on all hardware and software problems within five (5) business days and make best effort to complete within ten (10) business days when a problem is reported as Medium or Low.
Call Prioritization: TML will respond to support calls as prioritized below. All call tickets are tracked in TML’s Call Center database and status reports are available upon customer request.
Emergency – Immediate technical support or parts shipped for “next day” delivery and one of the following applies:
➢ RegPerfect Server showing symptoms of hardware failure, lack of available disk space (>95% used), or improperly functioning critical services
➢ Fine eminent from Regulatory agency
➢ Start-up or Certification in process and in danger of failure ➢ System losing data or inoperable
➢ Goes to the front of the Call Center queue
➢ Qualifies for after-hours telephone support if client is under warranty, a maintenance contract customer, or paying at the time of service
➢ Qualifies for after-hours dispatch, if necessary
➢ Justifies Call Center Agent Overtime; OT rates may apply High – Requesting assistance the same day, but not in immediate need of support and one of the following applies:
➢ Critical reports, including EDR, not functioning as reporting deadline approaches ➢ Client reporting problems immediately after Software Service ➢ Identification of a software problem not affecting data collection, but affecting critical calculations, reporting or future health of the server
➢ Support efforts of previous days have been ineffective ➢ Second in Call Center queue only to Emergency calls
➢ Qualifies for after-hours telephone support if client is under warranty, a maintenance contract customer, or paying at the time of service
➢ Qualifies for “next day” dispatch, if necessary
➢ Justifies Call Center Agent Overtime; OT rates may apply Medium – Requesting assistance no later than next day and one of the following applies:
➢ Identification of non-critical or intermittent software problem ➢ All workstation issues
➢ Customer requesting part number, repair status, or other administrative information ➢ “First come, first serve” in Call Center queue
➢ Does not qualify for after-hours support
Low – Requesting research or other assistance “as time allows” ➢ Identification of screen and report aesthetic issues and configuration questions not involving critical data gathering and reporting functions
➢ Placed last in Call Center queue
Quote# 2603047-3
Seller’s Offer, and any order issued by Buyer to Seller for the goods and/or services specified herein, is strictly limited to Seller’s General Terms and Conditions of Sale, which can be found at www.teledyne-ml.com.
TELEDYNE MONITOR LABS' TERMS OF PAYMENT:
Payment terms for all invoices are NET 30 days from the date of the invoice. Unless otherwise agreed to in writing, payments for drawing submittals must be received by Teledyne Monitor Labs prior to shipment of equipment. Late payment will be considered a breach of contract and Teledyne reserves the right in such instances to cease activity until payment issues are resolved.
NOTE: Prices do not include sales tax. Sales tax will be added to each invoice as a separate line item unless the customer provides Teledyne with a sales and use tax certificate.
PLEASE NOTE: Spare parts ordered after delivery of the instrumentation quoted herein should be based on the final system design and spare parts lists provided with manuals and final drawings.
REGARDING MAINTENANCE AGREEMENT PURCHASES:
If an order resulting from this quotation includes an on-going maintenance agreement for hardware, software, or both, payment for the maintenance agreement(s) may be broken out from the contract price and billing schedule above and billed separately as services are performed.
Maintenance agreement contracts do not include the supply of spare or replacement parts. Spare or replacement parts are billed separately to the holder of the maintenance agreement. For that reason it is recommended that maintenance agreements be purchased by the end user of the equipment rather than an intermediary such as a construction or engineering firm.
The system description and product brochures provided herein describe in detail the instruments/systems included in this proposal. The descriptions are accurate to the best of our knowledge as of the date of this proposal; however, as additional information is obtained, variations may be required to enhance system performance. Teledyne Monitor Labs reserves the right to make changes in the design and construction of any system as it deems appropriate to meet the performance requirements of the application, with proper notification given to customer.
Any changes made by Teledyne Monitor Labs will conform to U.S. EPA reference or equivalency method designations where applicable.
Other terms and conditions of sale, including warranty terms, are included with this quotation and can be found at our web site: www.teledyne-ml.com. Successful startup shall be the criteria of acceptance, with such startup defined as calibration of each gas parameter with zero and span gas.
These items are controlled by the U.S. Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations.
Revision April 18, 2024
GENERAL TERMS AND CONDITIONS OF SALE
1. DEFINITIONS. As used herein: “Seller” means the Teledyne Technologies Incorporated subsidiary or affiliate legal entity shown on the Teledyne Offer and/or Order Acknowledgment. “Buyer” means the entity to which Seller’s Offer is made or the entity purchasing Goods and/or Services from Seller. “Goods” means the software, software licenses, products, parts, materials, and/or equipment specifically included in Seller’s Offer and/or Buyer’s Order and includes “Standard Product” that means fully designed and developed products previously sold by Seller to customers and that require no changes, alterations, or additions from those Goods customarily offered by Seller and described in Seller’s marketing literature. “Services” means services included in Seller’s Offer and/or Buyer’s Order to be performed by Seller. “Offer” means any quotation, bid, or proposal for Goods and/or Services made by Seller to Buyer. “Order” means a purchase order or similar purchase instrument issued by Buyer to Seller for the purchase of Goods and/or Services.
All references to “Seller’s terms and conditions” herein mean and include (i) the General Terms and Conditions of Sale set forth herein; and (ii) any other Terms and Conditions, to the extent referenced in Seller’s Offer and / or Order Acknowledgment. Seller and Buyer are sometimes referred to herein individually as a “Party” and jointly as the “Parties”.
2. OFFERS. Unless stated otherwise in writing by Seller, Seller’s Offer shall be valid for thirty (30) days from the date of such Offer.
Any extension to the validity period shall be at Seller’s sole discretion. Seller reserves the right to withdraw and/or revise the Offer at any time during the validity unless it is accepted by Buyer in its entirety. The prices offered by Seller apply only to the specific details of the Offer.
3. ACCEPTANCE OF BUYER’S ORDER. Seller’s Offer and any Order issued by Buyer to Seller for Goods and/or Services, and any amendments thereto, are strictly limited to Seller’s terms and conditions. Buyer’s issuance of an Order in response to Seller’s Offer shall conclusively evidence Buyer's unconditional acceptance of Seller’s terms and conditions irrespective of any different terms and conditions included in Buyer’s Order and Seller hereby rejects and shall not be bound by any terms or conditions in Buyer’s Order or other written communications that differ from, add to, or modify Seller’s terms and conditions. Seller’s terms and conditions shall govern and apply to Orders accepted by Seller whether they are attached to Seller’s Offer or referenced on Seller’s website. Seller’s failure to object to any terms and conditions or any other provisions contained in any communication from Buyer do not waive any of Seller’s terms and conditions specified herein.
4. SOFTWARE AND END USER LICENSE AGREEMENT (EULA). Goods may contain or be delivered with or as digital media containing software proprietary to Seller or a third party. Goods may also be comprised of software delivered in digital media or other format that is proprietary to Seller or a third party. All software is provided under license only, and not as a sale or other transfer of ownership.
Buyer undertakes to accept and be bound by any applicable End User License Agreement (EULA) or other license agreement imposed by Seller or a third party for such software. In the case of software delivered as digital or other media, installation or download of the Goods constitutes agreement by Buyer to the terms and conditions of Seller’s EULA. Seller has no obligation to continue to offer any software product or license for purchase and has no obligation to develop or provide software updates unless specifically part of Seller’s offer.
5. PRICES. All prices, invoices, and payments shall be in the currency specified in Seller’s Offer. A minimum purchase amount applies to all Orders. Unless expressly stated otherwise in Seller’s Offer, all prices firm and fixed and are exclusive of special packing and packaging, installation, commissioning, and training costs.
6. PAYMENT TERMS AND TITLE. Subject to Seller’s approval of Buyer’s credit, and as stated in Seller’s Offer, at Seller’s sole discretion, payment terms for Orders will be either; full or partial payment in advance by wire transfer; by an irrevocable letter of credit confirmed with Seller’s bank; or net thirty (30) days from date of Seller’s invoice. Regardless of method of payment, Buyer is responsible for applicable banking fees or charges. Buyer shall pay interest on all late payments at a rate equal to the higher of (i) one and one-half percent (1.5%) per month or (ii) the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under Seller’s terms and conditions or at law, which Seller does not waive by the exercise of any rights hereunder, Seller shall be entitled to suspend the delivery of any Goods and/or performance of Services if Buyer fails to pay any amounts when due hereunder and such failure continues for three (3) days following written notice thereof. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy or otherwise. If Seller at any time determines, in its sole and absolute discretion, that Buyer is
Revision April 18, 2024
not financially sound or responsible or may be unable to pay in full and in a timely manner all amounts due to Seller, Seller shall have the right to require immediate payment in full in cleared funds prior to continuing work or incurring any further cost. Buyer must raise any dispute relating to an invoice within fifteen (15) calendar days of the date of invoice. If Buyer’s dispute is held to be valid, Seller shall credit Buyer the disputed amount. Title to Goods shall pass to Buyer upon delivery, however Seller shall maintain an enforceable interest in the Goods until receipt of payment in full to Seller.
7. TAXES. Unless expressly stated otherwise in Seller’s Offer, all prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such taxes, duties, and charges; provided, however, that Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personnel or real property, or other assets.
8. INSPECTION AND TESTS. All Goods manufactured by Seller are subject to Seller’s standard inspection and quality assurance processes and, if applicable, acceptance testing at Seller’s facility. Any additional requirements mutually agreed by the Parties in writing including, without limitation, Buyer's source inspection or additional testing required by Buyer, shall be at Buyer's sole expense. If Buyer requires inspection by Buyer or Buyer’s representative at Seller’s place of manufacture, such inspection shall be subject to Buyer’s prior written request and Seller’s prior written approval and shall not unreasonably interfere with Seller's operations. If applicable, if Buyer fails to perform such inspection on the agreed date, Buyer’s request for inspection shall be deemed to have been waived by Buyer.
9. PACKING AND PACKAGING. All Goods shall be packed and packaged in accordance with Seller’s standard commercial packing and packaging methods. Any nonstandard or special packing or packaging requested by Buyer is subject to Seller’s written agreement and shall be at Buyer’s sole expense.
10. DELIVERY, SHIPPING TERMS, AND RISK OF LOSS. Unless agreed otherwise by Seller in writing, shipping terms shall be as expressly stated in Seller’s Offer. If Seller’s Offer does not specify shipping terms, shipments shall be delivered FCA (Free Carrier Alongside) to Seller’s shipping dock in accordance with the version of Incoterms in effect as of the date of Seller’s Offer. Risk of loss to Goods shall pass in accordance with the applicable Incoterm. If Seller prepays shipping, insurance, or other related charges, Buyer agrees to reimburse Seller promptly for such charges. If the Buyer fails to arrange for collection of the Goods or any part thereof on the scheduled Order shipping date, or fails to provide instructions or documents required for shipment, Seller may, upon providing written notice to Buyer, store or arrange for the storage of the Goods, and on the service of such notice (i) risk of loss of the Goods shall pass to Buyer; (ii) delivery of the Goods shall be deemed to have taken place and any outstanding payment for the Goods will become due; and (iii) Buyer shall pay Seller all costs and expenses arising from such failure including, but not limited to, storage and insurance charges.
11. EXPORT AND ANTI-BRIBERY COMPLIANCE. All Goods, Services, and technical information provided by Seller to Buyer may be subject to (i) the export control laws and regulations of the United States of America including, without limitation, the International Traffic in Arms Regulation (ITAR) and the Export Administration Regulations (EAR) and (ii) all export control laws and regulations of the country of registration of the Seller, and may be subject to the export and/or import regulations in other countries. Buyer agrees and hereby covenants that it will not, directly or indirectly, transfer, offer to sell, sell, export, re-export, distribute, allow the use of or otherwise dispose of Goods or related technical information to or in any of the following: (A) any countries as may be designated from time to time by (i) the U.S. Government; (ii) the Government of the country of registration of the Seller; and/or (iii) other applicable country governmental agencies as required unless otherwise authorized by the U.S. Government, the Government of the country of registration of the Seller, and/or other applicable country governmental agencies as required, and (B) any countries restricted by Seller’s restricted country policy which includes Belarus, Burundi, Central African Republic, Cuba, the Democratic Republic of the Congo, the Republic of Congo, Guinea-Bissau, Iran, North Korea, Russia, Rwanda, the Republic of South Sudan, the Republic of Sudan, Somalia, Syria, Tanzania, Uganda, the following regions of Ukraine: Crimea, Donetsk, and Luhansk, Zambia, Zimbabwe and any other countries that may be designated from time to time by the Seller. Buyer further agrees that it will not (i) sell, transfer, export or re-export Goods for use in activities that involve the development, production, use, or stockpiling of nuclear, chemical, biological weapons, or nuclear, chemical or biological missiles, nor (ii) use such Goods in any facilities that are engaged in activities related to such weapons or their delivery systems. Buyer acknowledges that U.S. law prohibits the sale, transfer, export, reexport to, or participation in any export transaction involving Goods with individuals or companies listed in (i) the U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List; (ii) the U.S. Department of Treasury’s Specially Designated Nationals
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and Blocked Persons Lists; or (iii) the U.S. Department of State’s Debarred Persons List. Buyer agrees to indemnify and hold Seller harmless from any claims or liability arising from Buyer’s failure to comply with all such export control laws and regulations. The Parties each agree to provide to the other in a timely manner such information and assistance as may reasonably be required in connection with securing any required authorizations or licenses. The delivery schedules delineated in Seller’s Offer and/or Buyer’s Order are calculated from the date of receipt of any required export license(s). Seller shall commence work only after receipt of a valid export license(s) from the appropriate U.S. and Government agencies of the country of registration of the Seller or other applicable governmental agencies; provided, however, Buyer may, at its sole risk, authorize Seller to commence work under Buyer’s Order prior to receipt of an export license. In such case, Buyer agrees that it is fully liable to Seller for all costs incurred by Seller in the performance of Buyer’s Order and shall reimburse Seller for such costs in the event any required export license or authorization is denied or cancelled, or if any restrictions imposed by the issuing agency render continued performance of Buyer’s Order impossible or impracticable. Any Order accepted by Seller which cannot be fulfilled due to law or regulations or Seller’s inability to obtain any required export license(s), may be cancelled by Seller without any further Seller liabilities or obligations to Buyer. Buyer agrees that it will not directly or indirectly, pay or offer to pay money or give anything of value to any foreign official in order to influence any action or decision for the purpose of obtaining or retaining business or securing any competitive advantage. Buyer understands the requirements of the U.S. Foreign Corrupt Practices Act 1977 (“FCPA”), the UK Bribery Act 2010 and all other applicable laws related to anti-bribery and corruption (collectively, the “Anti-Bribery Law”) and agrees to strictly comply therewith. Buyer further agrees that it will maintain and enforce a policy that prohibits the bribery of foreign officials.
12. DELIVERY SCHEDULES AND FORCE MAJEURE. All dates for delivery of Goods and provision of Services are estimates only, and Seller may deliver earlier or later than said estimated dates at its option, and all dates require prompt receipt of all necessary Buyerfurnished information, instructions, materials, and equipment, if applicable, and Seller shall not be liable for non-adherence with such dates. In addition, any delay or failure of Seller to perform its agreed obligations under Buyer’s Order and/or Seller’s Acknowledgement shall also be excused if such delay or failure is the result of an unforeseeable event or occurrence beyond the reasonable control of Seller, and without its fault or negligence (a “Force Majeure Event”), including, but not limited to, acts of God, actions by any governmental authority, withdrawal or inability to obtain any necessary import or export licenses or other consents, terrorism, fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, cyber incident, supplier delays, labor problems (including lockouts, strikes, and slowdowns), inability to obtain power, utilities, materials, labor, equipment, transportation, or court injunction.
13. CHANGES. Buyer may request changes within the general scope of Buyer’s Order by providing written notice to Seller; provided, however, such changes shall not be effective unless and until Seller, at its sole discretion, consents to such changes in writing. If any such changes cause an increase in the cost or time required for performance of any part of Buyer’s Order, an equitable adjustment shall be made to the price and/or delivery schedule, and the Parties shall execute a written modification to Buyer’s Order to reflect such changes and adjustments.
14. TERMINATION
14.1. FOR CAUSE, INCLUDING DEFAULT: If Seller has reasonable grounds to suspect the Buyer has violated any applicable law or regulation, then in Seller’s sole discretion it may, without any liability, terminate, cancel or suspend performance of the Order or any other contract between the Buyer and the Seller immediately, or postpone delivery of all or any part of the Goods or Services or all or any part of any other Order placed by the Buyer with the Seller.
In addition, if a Party (the “Breaching Party”) is in breach of a material provision of Buyer’s Order, the other Party (the “Non-Breaching Party”) shall submit a written cure notice to the Breaching Party advising of such breach. Except in the case of amounts due to Seller from Buyer, which shall be paid immediately upon Buyer’s receipt of the notice, the Breaching Party shall have thirty (30) days from receipt of such notice to cure the breach. If the Breaching Party does not cure the breach within the thirty (30) day cure period, the Non-Breaching Party may terminate Buyer’s Order for default. Either Party may immediately terminate Buyer’s Order if the other Party is adjudicated bankrupt, files a petition for bankruptcy, makes an assignment for the benefit of creditors, or if an action under any law for the relief of debtors is taken.
14.2. FOR SELLER’S CONVENIENCE: Seller, at its sole discretion, may terminate any Order on giving 90 (ninety) days written notice to the Buyer, or with immediate effect in the event the Seller suffers any Force Majeure event, and Buyer shall remain liable for payment of the Order price for all Goods delivered to Buyer prior to such termination and the actual cost incurred by Seller, plus
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reasonable profit and recoveries, for partially completed Goods and associated work-in-process which, upon payment, shall be delivered to Buyer. The Seller shall have no further liability or obligation in the event of Seller termination for convenience.
14.3. FOR BUYER’S CONVENIENCE: Seller, at its sole discretion and subject to written authorization, may allow Buyer to cancel all or a portion of Buyer’s Order for Standard Products or Services. If so authorized, Buyer’s cancellation of any Order for Standard Products is subject to Seller’s then current Order cancellation policy and restocking charges. All returned Standard Products must be in new and unused condition. For authorized cancellations of Orders for Services, Buyer shall pay Seller in full for all fully-burdened direct and indirect costs incurred by Seller for Services performed, plus a reasonable profit thereon. Seller will notify Buyer of the amount owed, which amount shall be immediately due and payable to Seller. All Orders for non-standard products are non-cancellable and non-returnable and Buyer is liable for payment of the full Order price for same. Blanket orders, master supply agreements, and similar contractual agreements which are accepted and confirmed by Seller are non-cancellable and Buyer shall pay Seller the full Order value for the balance of quantities not previously called off or delivered to Buyer. All such quantities shall be shipped and invoiced no later than the last delivery date or expiration date specified in Buyer’s Order and agreed to by Seller.
14.4. Seller may exercise any of the rights herein without any liability and without prejudice to any other right or remedy to which Seller may be entitled by operation of law or otherwise, including without limitation the right to recover Seller’s costs with respect to work in progress and incidental costs. In addition, if any Force Majeure Event occurs Seller shall be entitled to retain any deposit or other amount paid by Buyer as of the date on which notice of such termination is provided, it being the express intent of Seller and Buyer that the Buyer shall bear the risk of loss of its deposit or other amounts paid to Seller prior to delivery as a result of any Force Majeure Event.
15. WARRANTY
15.1. LIMITED WARRANTY FOR GOODS (INCLUDING SOFTWARE OTHER THAN WHEN SUPPLIED AS A STAND ALONE GOOD) AND SERVICES. Seller warrants that all Goods delivered under Buyer’s Order shall be free from defects in material and workmanship and conform to Seller’s specifications for the period specified in Seller’s Offer, or as set forth in an appliable warranty section on the Seller’s website, and in event of no period being specified then for a period of twelve (12) months from the date of original shipment.
This warranty does not apply to any Goods that, upon examination by Seller, or Seller’s authorized service provider, are found to have been (i) mishandled, misused, abused, or damaged by Buyer or any third party; (ii) altered from their original state; (iii) repaired by a party other than Seller without Seller’s prior written approval; or (iv) improperly stored, installed, operated, or maintained in a manner inconsistent with Seller’s instructions. This warranty does not apply to defects attributed to (i) normal wear and tear or (ii) failure to comply with Seller’s safety warnings. Seller, at its sole option, shall either repair or replace defective Goods, or issue Buyer a credit for the original price of the defective Goods, subject to depreciation if appropriate. Such repair, replacement, or credit shall be Buyer’s sole remedy for defective Goods and Services. Under no circumstances is Seller liable for recall, retrieval, removal, dismantling, re-installation, redeployment, or re-commissioning of any defective Goods or any costs associated therewith.
Consumables obtained from third parties shall bear the warranty of their manufacturer. The warranty period for repaired or replaced Goods or re-performed Services shall be the greater of (i) ninety (90) days or (ii) the unexpired portion of the original warranty period.
Seller warrants that Services will be competently performed by persons reasonably skilled in their performance. Any claim for breach of this warranty must be made within ninety (90) days after completion of the specific Services for which breach is claimed. Seller shall re-perform defective Services if timely claimed, and such re-performance by Seller shall be Buyer’s sole remedy for such breach.
15.2. LIMITED WARRANTY FOR SOFTWARE WHEN SUPPLIED AS STAND ALONE GOOD. Seller warrants for the period specified in Seller’s Offer, or as set forth in an appliable warranty section on the Seller’s website, and in event of no period being specified then for a period of ninety (90) days from supply, all software when delivered as a stand alone good, shall conform to the functionality outlined in Seller’s applicable software documentation. This warranty is valid provided the software is installed and used in strict compliance with all instructions and guidelines given by Seller. If during the warranty period the software does not conform to the applicable Seller software documentation, Seller, at its sole option, shall either repair or replace the defective software, or issue Buyer a credit for the original price of the defective software, subject to deduction for usage if appropriate. Such repair, replacement or credit shall be Buyer’s sole remedy for defective software. Seller warrants hardware compatibility with Seller’s software only when the hardware is purchased from Seller. Seller does not warrant performance of the software where Seller’s software is required to integrate or co-exist with software not supplied by Seller. Seller shall not warrant any software that is found to have been (i) mishandled, misused, abused, or damaged by Buyer or any third party; (ii) altered from their original state; (iii) repaired by a party
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other than Seller without Seller’s prior written approval; or (iv) improperly stored, installed, operated, or maintained in a manner inconsistent with Seller’s instructions. Under no circumstances is Seller liable for recall, retrieval, removal, dismantling, re-installation, redeployment, or re-commissioning of any defective software or any costs associated therewith. The warranty period for repaired or replaced software shall be the greater of (i) thirty (30) days or (ii) the unexpired portion of the original warranty period.
15.3. THESE EXPRESS WARRANTIES IN SECTIONS 15.1. AND 15.2., INCLUDING THE REMEDIES SET FORTH HEREIN, ARE EXCLUSIVE AND
ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO AN EXCLUSION OF ANY AND ALL WARRANTIES RELATING TO LATENT DEFECT. NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS INTENDED OR GIVEN. IN THE CASE OF THIRD-PARTY SOFTWARE, SELLER MAKES NO WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED.
16. RETURN AUTHORIZATIONS (NOT APPLICABLE TO SOFTWARE). Buyer’s return of nonconforming or defective Goods to Seller is subject to Seller’s then current return authorization process and procedures. Buyer shall promptly notify Seller of any nonconformance or defects in Goods and provide Seller a reasonable opportunity to inspect such Goods. Goods shall not be returned without Seller's prior authorization, as evidenced by a Return Material Authorization (RMA) number issued by Seller. By requesting a RMA, Buyer unconditionally agrees that any Goods returned to Seller entitles Seller to act and interact with the Goods on the basis that Seller has title in the Goods from the point of creation of the customs declaration and/or to interact with the Goods as is required for appropriate tax management, including for the purposes of any tax reliefs available. This does not affect the point at which Seller takes risk in the Goods in accordance with this section. Once a RMA number is obtained from Seller, Buyer shall return Goods transportation and insurance prepaid in accordance with instructions issued by Seller. Failure to follow Seller’s return authorization procedures may result in lost Goods, delays, additional service, restocking charges, warranty denial, or refusal of a return shipment.
The RMA number must appear on the shipping label and all paperwork associated with the return. Buyer shall identify the model or part number, description, and serial number, if applicable, for each of the Goods returned along with an explanation of the nonconformance or defect. Issuance of a RMA number by Seller does not necessarily mean Seller agrees that returned Goods are nonconforming or defective or covered under warranty, or that Goods will be repaired or replaced at no cost to Buyer. Goods determined by Seller to be nonconforming or defective and covered by Seller’s warranty shall be repaired or replaced at Seller’s option and expense and shall be returned to Buyer at Seller’s expense. If any Goods returned by Buyer are found not to be nonconforming or defective, as applicable, Buyer shall be so notified, and such Goods shall be returned to Buyer at Buyer’s expense.
For defective Goods not covered by this warranty, repair or replacement shall not be performed until and unless Buyer issues an Order to Seller authorizing such repair or replacement at Seller’s then-current repair or replacement price. In addition, Seller may charge Buyer for any testing or inspection costs. In no event shall Seller retain or store returned Goods for more than six (6) months unless notified otherwise by Seller.
17. TOOLING. Unless agreed otherwise by Seller in writing, all tooling, fixtures, equipment, tools, software, and designs produced, acquired, or used by Seller for the purposes of fulfilling Buyer‘s Order shall remain the property of Seller.
18. PRODUCTION DISCONTINUATION. Seller shall continue to offer Goods for sale provided such Goods (specific part number, model, or product family) meet Seller’s business criteria established and maintained solely at Seller’s discretion. Any Goods that do not or are not expected to meet Seller’s business criteria may be eliminated by Seller from its offerings (“Discontinued Goods”). In such event, Seller, at its sole option, may accept last time buy Orders for Discontinued Goods. Seller’s acceptance of Orders for Discontinued Goods shall be subject to Goods availability and on Seller’s delivery schedule. All Orders for Discontinued Goods shall only be accepted on a non-cancellable, non-returnable basis. If, due to circumstances beyond Seller’s control, Seller is unable to deliver the full quantity of ordered Discontinued Goods, the balance of the undelivered quantity shall be cancelled, and Seller shall have no further obligations to Buyer.
19. BUYER’S OBLIGATION OF ASSISTANCE (APPLICABLE TO SERVICES). To the extent Seller is required to perform Services for Buyer, Buyer shall provide Seller all information reasonably necessary for Seller to perform Services, including any plans, plant layouts, wiring instructions, operational information, previous studies, reports, or other information relative to the design, installation, and selection of equipment. Buyer shall grant or arrange for Seller to have access, as Seller reasonably requires, to all sites where Seller shall perform Services. Buyer shall also provide safe storage of Seller’s equipment, materials, and tools during the performance of Services at Buyer or Buyer’s customer’s worksite. Buyer agrees to cooperate as necessary to facilitate Seller’s performance of Services. Buyer covenants that it has fully and accurately disclosed to Seller all general and local conditions that may affect Seller’s performance of
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Services. Buyer acknowledges that Seller is entitled to rely on information furnished by Buyer in developing its specifications, equipment selection, price, and in performing Services.
20. PROPRIETARY RIGHTS. Seller shall retain all right, title, and interest in and to any data, information, software programs, tools, specifications, templates, scripts, ideas, concepts, inventions, works of authorship, products, know-how, processes, techniques, and the like used or developed by Seller, its employees, and its subcontractors in connection with Buyer’s Order. Buyer agrees that Seller retains all proprietary rights in and to all products, specifications, designs, discoveries, inventions, patents, copyrights, trademarks, trade secrets, and other proprietary rights relating to Goods or Services. Buyer shall not copy or reverse engineer, or cause or enable any third party to copy or reverse engineer, any Goods. Unless otherwise identified in writing to Seller, no information or knowledge heretofore or hereafter disclosed to Seller in the performance of, or in connection with, the terms hereof, shall be deemed to be confidential or proprietary and any such information or knowledge shall be free from restrictions, other than a claim for patent infringement, as part of the consideration hereof.
21. PATENT, COPYRIGHT, AND TRADEMARK INDEMNIFICATION. Seller shall hold harmless and indemnify Buyer against all third party claims, judgments, costs, and fees, including attorney fees, relating to infringement of any patent, copyright, trademark, or design to the extent that (i) the infringing Goods are manufactured, sold, or used, in whole or in part, pursuant to Seller’s specifications, designs, drawings, or other technical data and (ii) provided that Buyer notifies Seller in writing of any such claim as soon as reasonably practicable and allows Seller to control, and reasonably cooperates with Seller in, the defense of any such claim and related settlement negotiations and has in no way acted to the prejudice of the Seller’s ability to control and defend such claims. To the extent that any Goods are held by a court of competent jurisdiction or are believed by Seller to infringe or otherwise violate a third party’s proprietary rights, Seller may, at its option and expense, either (i) modify the affected Goods to be non-infringing; (ii) obtain for Buyer a license to continue using such Goods on substantially the same terms set forth herein; or (iii) if neither of the foregoing alternatives are reasonably available to Seller, Seller may require Buyer to return the infringing Goods and all rights thereto, and refund to Buyer the price paid to Seller by Buyer for the infringing Goods. Seller shall have no obligation under this provision to the extent any claim is based on (i) modifications of Goods or deliverables by a party other than Seller or Seller’s authorized representative; (ii) the combination, operation, or use of Goods with equipment, devices, software, or data not supplied by Seller; (iii) the use or installation of Goods in an environment for which Goods were not intended; (iv) Buyer’s failure to use updated or modified versions of Goods provided by Seller; or (v) the negligent acts or omissions or willful misconduct of Buyer, its employees, representatives, or affiliates. This section, and the indemnification provided herein, does not apply to any Goods manufactured, sold, or used, in whole or in part, pursuant to Buyer’s specifications, designs, drawings, or other technical data. THE FOREGOING CONSTITUTES THE ENTIRE LIABILITY OF SELLER AND BUYER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIMS OF INFRINGEMENT OF ANY THIRDPARTY INTELLECTUAL PROPERTY RIGHTS.
22. CONFIDENTIALITY. Buyer shall keep confidential and not directly or indirectly disclose to any third party any Confidential Information of Seller, as defined herein, without Seller’s prior written consent. “Confidential Information” includes, but is not limited to, business, financial, statistical, and commercial information, technical data and information, formulae, analyses, trade secrets, ideas, methods, processes, know how, computer programs, designs, data sheets, schematics, configurations, and drawings. Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of disclosure by Buyer; (ii) is or becomes available to Buyer on a non-confidential basis from a source other than Seller when such source is not, to the best of Buyer’s knowledge, subject to any confidentiality obligation with Seller; or (iii) was independently developed by Buyer without reference to Seller’s Confidential Information, and Buyer can verify development of such information by written documentation.
23. SAFETY WARNINGS. Buyer acknowledges that the Goods can cause death, personal injury or property damage when used, and if they are used, operated, maintained, stored or disposed of in any manner that is not in compliance with the applicable data sheet, specification, user manual, Seller documentation or applicable directive, law, regulation or control. Buyer is solely responsible for determining the fitness or suitability of a particular Good for any particular purpose or application and for ensuring that the Goods are used, operated, maintained, stored and disposed of in full compliance with all applicable Seller instructions and guidance, applicable directive, law regulation or control. Seller has no liability whatsoever for Buyer’s use, operation, maintenance, storage or disposal of the Goods.
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24. INDEMNIFICATION. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party, its officers, directors, and employees (the “Indemnified Party”) from and against any and all liabilities, losses, expenses, liens, claims, demands, and causes of action ("Claims") for death, personal injury, or property damage arising out of any negligent act or omission of the Indemnifying Party in the performance of Buyer’s Order, except to the extent such Claims are contributed to by (i) the negligence or willful misconduct of the Indemnified Party or (ii) the negligence or willful misconduct of any third parties. Buyer agrees to indemnify, defend, and hold harmless Seller, its officers, directors, and employees for any and all Claims, including Claims asserted by third parties, related to any Goods manufactured or Services performed in whole or in part to Buyer’s designs or attributed to equipment, information, or materials furnished by Buyer to Seller. The Indemnified Party agrees to (i) notify the Indemnifying Party in writing of any Claims as soon as reasonably practicable; (ii) allow the Indemnifying Party to control the defense of any such Claim and related settlement negotiations; and (iii) reasonably cooperate with the Indemnifying Party in such defense.
25. LIMITATION OF LIABILITY. Notwithstanding any other provision herein, under no circumstances shall Seller be liable to Buyer or any third party for any consequential, special, incidental, indirect, multiple, administrative, or punitive damages, or any damage of an indirect or consequential nature arising out of or related to Seller’s performance under Buyer’s Order, including, without limitation, loss of use, loss of revenues, loss of anticipated profits, and cost of capital, whether based upon breach of Buyer’s Order, contract, warranty, negligence, statutory duty or any other type of claim, and whether grounded in tort, contract, civil law, or other theories of liability, including strict liability, even if advised in advance of the possibility of such damages. Except for personal injury or property damages. Seller’s total liability to Buyer arising from or related to Buyer’s Order, including, but not limited to, its liability for indemnity, defense, and hold harmless obligations, is limited to the lesser of (i) the amount paid by Buyer to Seller under Buyer’s Order, or (ii) $10,000,000 USD. To the extent that this limitation of liability conflicts with any other section or provision herein, such provision shall be regarded as amended to whatever extent required to make such provision consistent with this section.
26. LAWFUL USE OF GOODS. Buyer warrants and represents that all Goods purchased by Buyer from Seller shall be used only for or in connection with lawful purposes and that such use shall strictly comply with all applicable laws and regulations, including the laws and regulations of the jurisdictions in which the Goods are purchased, resold, integrated, or used.
27. ETHICS AND VALUES. Seller is committed to uncompromising ethical standards, strict adherence to laws and regulations, and customer satisfaction. Buyer is encouraged to communicate any concerns or questions regarding the ethics and values of Seller via the Teledyne Technologies Incorporated Ethics Website at www.teledyne.ethicspoint.com.
28. ORDER OF PRECEDENCE. Any inconsistency between Seller’sterms and conditions, Buyer’s Order, or any other documents related thereto, shall be resolved by giving precedence in the following order: (i) Seller’s Special Terms and Conditions (if applicable); (ii) Seller’s General Terms and Conditions of Sale; (iii) Seller’s specifications (if applicable); (iv) statement of work or scope of Services (if applicable); (v) Seller’s written acknowledgement of Buyer’s Order; (vi) Seller’s Offer; and (vii) form of Buyer’s Order. The controlling version of these terms and conditions is in the English language. In the event of any discrepancies between the English version and any translated versions of these terms and conditions into other languages, the English version shall prevail.
29. GOVERNING LAW. The performance of the Parties, and any judicial or arbitration proceedings, shall be construed and governed in accordance with the laws of the State of California, United States of America, excepting its laws and rules relating to conflict of law. Neither (i) the United Nations Convention on Contracts for the International Sale of Goods: (ii) the 1974 Convention on the Limitation period in contracts for the International Sale of Goods (hereinafter referred to as the "1974 Convention"); Limitation Period in Contracts for the International Sale of Goods (hereinafter referred to as the "1974 Convention"); nor (iii) the Protocol Amending the 1974 Convention held at Vienna, Austria, on April 11, 1980, apply in any manner to the interpretation or enforcement of Seller’s Offer, or Buyer’s Order.
30. DISPUTES AND ARBITRATION. The Parties shall attempt to resolve any dispute, controversy, or claim arising under or relating to Buyer’s Order, including their interpretation, performance, or termination. If the Parties are unable to resolve such dispute, either Party may refer the dispute to arbitration. The arbitration shall be conducted in the language of the Seller’s Offer and in accordance with the Rules of Arbitration of the International Chamber of Commerce, which shall administer the arbitration and act as appointing authority. The arbitration, including the rendering of the decision and/or award, shall take place in Los Angeles County, California, United States of America. The arbitrator shall make the final determination as to any discovery disputes between the Parties. Examination of witnesses by the Parties and by the arbitrator shall be permitted. A written transcript of the
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hearing shall be made and furnished to the Parties. The cost of this transcript shall be borne equally by the Parties. The award or decision of the arbitrator shall state the reasons upon which the award or decision is based and shall be final and binding upon the Parties. The prevailing Party shall be entitled to compensation for the expense of the arbitration, including, but not limited to, the award of attorneys’ fees, at the discretion of the arbitrator. Both Parties waive their right to any appeal under any system of law. The award shall be enforceable before any court of competent jurisdiction upon the application to such court by either Party. The arbitrator shall have no authority to award any of the types of damages excluded hereunder and shall be so instructed by the Parties.
31. RELATIONSHIP OF THE PARTIES. Each Party is an independent contractor. Neither Party shall have authority to bind the other except to the extent authorized herein. Neither Seller’s Offer nor Buyer’s Order are intended by the Parties to constitute or create a joint venture, pooling arrangement, partnership, or formal business organization of any kind. The Parties shall act as independent contractors at all times, and neither Party shall act as an agent for the other, and the employees of one Party shall not be deemed employees of the other Party.
32. NO THIRD PARTY BENEFICIARIES. Buyer’s Order is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of Seller’s terms and conditions.
33. NOTICES. All notices, request, consents, claims, demands, waivers, and other communications related to Buyer’s Order (each, a "Notice") shall be in writing and addressed to the Parties at the addresses set forth on the face of Buyer’s Order or to such other address that may be designated by the receiving Party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided herein, a Notice is effective only (i) upon receipt of the receiving Party and (ii) if the Party giving the Notice has complied with the requirements of this section.
34. ASSIGNMENT. Neither Party may assign, delegate, sublicense, or transfer, whether by operation of law or otherwise, their obligations or rights hereunder without the other Party’s written consent and any assignment, delegation, sublicense, or transfer without such written consent is void and of no effect. If consent is given, the obligations and liabilities of Buyer’s Order shall be binding upon and inure to the benefit of the successors and assigns of the Parties. Notwithstanding this provision, Seller may subcontract work to be performed under Buyer’s Order to third parties or assign or novate Buyer’s Order to a parent, subsidiary, or affiliate company of Seller. In addition, without securing such prior consent, Seller shall have the right to assign Buyer’s Order to any successor, by way of merger, consolidation, or the acquisition of substantially all of the business and assets of Seller relating to the subject matter of Buyer’s Order; provided, however, that such successor shall expressly assume all of the assignor’s obligations and liabilities under Buyer’s Order.
35. WAIVER; REMEDIES; COSTS. None of the sections, terms, conditions, or provisions herein shall be waived by any act or knowledge on the part of Seller, except by written instrument signed by a duly authorized representative of Seller. The waiver by Seller of any term, condition, provision, or right hereunder or the failure to enforce at any time any of Seller’s terms and conditions, or any rights with respect thereto, is not a continuing waiver or a waiver of any other rights, or of any material breach or failure of performance of Buyer. The remedies herein reserved or created for Seller shall be cumulative, and additional to any other or further remedies provided at law or in equity. Seller may remedy any breach of the terms or conditions hereof without waiving the breach remedied, or without waiving any other prior or subsequent breach. Buyer shall pay all Seller’s costs and expenses, including attorney's fees, incurred by Seller in exercising any of its rights or remedies hereunder or enforcing any of the terms or conditions hereof.
36. SEVERABILITY. If any term, condition, or provision herein is invalid, ineffective, or unenforceable under present or future laws, then the remainder of the terms, conditions, and provisions shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated.
37. PARTIES. The Parties to any Offer, Order, or associated transaction are Seller and Buyer as identified above and unless expressly stated otherwise herein, no other persons, parties, or entities have any rights, or receive any benefits hereunder. No other Teledyne subsidiaries, affiliates, or business units, other than Seller, have any obligations or duties hereunder and are unrelated third parties for all purposes.
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38. HEADINGS. The headings used herein are for reference purposes only and shall not affect the meaning or interpretation of any term, condition, or provision herein.
39. SURVIVAL. Any section, term, condition or provision herein which contemplates performance or observance subsequent to any termination or expiration of Buyer’s Order, or which by its nature should survive, shall survive any termination or expiration of Buyer’s Order and continue in full force and effect. - End of Document