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Arrival 3D (“A3D”) providing this Quotation to the company or individual named in the “For” field above (“Purchaser”) with respect to the performance of the services (“Services”) and/or the delivery of those items (“Deliverables”) set forth below and is subject to the Terms and Conditions contained herein. The terms of this Quotation, including the Terms and Conditions, will become an agreement binding upon both parties upon the execution hereof by A3D and Purchaser; provided such execution occurs before the “Valid Until” date set forth above.
The Services and/or Deliverables to be provided shall be as follows:
1. Offer To Sell
A3D hereby offers to, and upon timely execution by Purchaser and A3D of this Quotation, shall provide to Buyer the Services and Deliverables described in this Quotation, but only on the terms and conditions set forth in this Quotation. If Purchaser has or in the future submits to A3D a purchase order or other documentation with terms and conditions different from or additional to the terms and conditions described in this Quotation, A3D hereby objects to those terms and does not assent to them. No such term shall be considered to be a part of any contract between the parties. The terms of Purchaser’s Quotation may only be modified by a written amendment signed by both parties. Our quoted prices include the costs of raw materials, manufacture, and our inspection and certification charges. Extra cost for Third Party Inspection, if any, will be charged to your account. The Services may be performed at A3D’s premises, those of the Purchaser or both.
2. Purchaser’s Obligations
Purchaser warrants that it has the right to convey the descriptions, information, design, specifications, instructions, data, items or other material (“Purchaser Furnished Material”) furnished by Purchaser and the right to authorize A3D to utilize, employ or otherwise make use of the Purchaser Furnished Material for the purposes set out in the Quotation. Approvals or feedback; inspections, prompt delivery of requested information, third party materials; on premises infrastructure or facilities if work is done at Purchaser’s premises; meetings. ITAR-controlled documentation or other confidential material shall be identified as such if delivered to Arrival 3D.
Performance of the Services and delivery of the Deliverables shall be made in accordance with the schedule set forth by the Schedule above provided that the Purchaser has delivered all the descriptions, information, design, specification, instruction, data, or material necessary to enable A3D to perform its work. If there are delays in receiving this information, or other delays not caused by Arrival 3D, the Turnaround Time may be extended by Arrival 3D.
4. Invoicing, Payment and Taxes.
A3D shall invoice Purchaser for the performance of the Services and/or the provision of the Deliverables at the times and in the amounts set forth above. Purchaser shall pay A3D the amounts invoiced according to the Payment Terms set forth above. Any payments not made within the term set forth above shall be subject to a late payment charge of 1.5% per month (compounded) on the unpaid balance of any amount then past due. Purchaser is solely liable for any excises, levies or taxes which A3D may be required to pay or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any Services or Deliverables, and Purchaser agrees to pay the amount thereof on the same terms as it shall pay the quoted purchase price.
5. Limited Warranty
A3D warrants the Services, for a period of ninety (90) days from their performance and the Deliverables, for a period of ninety (90) days from their delivery, that the Services shall be performed and the Deliverables shall be produced in accordance with: (i) all written Purchaser Furnished Material; (ii) applicable law; (iii) that level of skill and care generally exercised by others engaged in performing services similar to the Services and producing deliverables similar to the Deliverables and (iv) any software or other media delivered by A3D to Purchaser will be free from defects in material and workmanship under normal use. In the event of a breach of the foregoing warranty, A3D entire liability, and Purchaser’s sole and exclusive remedy shall be, at A3D sole option, for A3D to either reperform or refund the price of the defective Services and in the case of the Deliverables, to either correct or replace or refund the price, of any defective Deliverables, provided that, notice of such defect is provided in writing to A3D prior to the end of the above-described 90-day warranty period. A3D warranty hereunder extends only to the original Purchaser (i.e., not Purchaser’s permitted transferee and assign). This limited warranty is void if failure of the Deliverable has resulted from accident, abuse, or misapplication. Any reperformed Services and replacement Deliverable will be warranted for the remainder of the original warranty period only. EXCEPT FOR THE WARRANTIES SET FORTH IN PARAGRAPH 5., THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” A3D AND A3D’S LICENSORS, AFFILIATES, EMPLOYEES OR CONSULTANTS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES AND DELIVERABLES. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, A3D AND ITS LICENSORS, AFFILIATES, EMPLOYEES OR CONSULTANTS DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. A3D AND ITS LICENSORS, AFFILIATES, EMPLOYEES AND CONSULTANTS DO NOT WARRANT THAT THE SERVICES AND DELIVERABLES WILL FUNCTION AS DESCRIBED; WILL BE UNINTERRUPTED; WILL BE ERROR FREE; WILL BE FREE OF HARMFUL COMPONENTS, OR THAT THE DATA YOU STORE BY USING THE SOFTWARE WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. NO ADVICE OR INFORMATION OBTAINED BY PURCHASER FROM A3D OR FROM ANY THIRD PARTY OR THROUGH THE SERVICES AND DELIVERABLES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS QUOTATION. PURCHASER UNDERSTANDS AND AGREES THAT ITS USE OF THE DELIVERABLES, AND ALL THIRD PARTY DELIVERABLES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE DELIVERABLES, IS AT PURCHASER’S OWN DISCRETION AND RISK AND THAT PURCHASER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO PURCHASER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE DELIVERABLES AND SUCH THIRD PARTY SOFTWARE.
6. Limitation of Liability/Cap
NEITHER PARTY NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES OR AGENTS SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS QUOTATION WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE. IN ANY CASE AND WITHOUT DEROGATING FROM THE ABOVE, THE AGGREGATE LIABILITY OF EITHER PARTY AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES OR CONSULTANTS FOR ALL CAUSES OF ACTION UNDER THIS QUOTATION, ALL THEORIES OF LIABILITY, OR ANY APPLICABLE TORT LAW SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID FOR THE SERVICES AND DELIVERABLES. THE SERVICES AND DELIVERABLES ARE NOT INTENDED FOR USE IN CONNECTION WITH ANY INHERENTLY OR INTRINSICLY DANGEROUS APPLICATION.
8. Miscellaneous Provisions
8.1 Neither party may use or otherwise export or re-export the Deliverables, except as authorized by United States law. In particular, but without limitation, the Deliverables, may not be exported or re- exported (a) into any U.S. embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Deliverables, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
8.2 Both parties hereby covenant and agree that each party has and will strictly adhere to all applicable anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act in connection with fulfilling their obligations under this Quotation.
8.3 This Quotation will be governed by and construed in accordance with the laws of the state of Oklahoma, without giving effect to any conflict of laws and provisions that would require the application of the laws of any other jurisdiction. The parties agree to submit to the exclusive jurisdiction of and venue in the state and federal courts of Oklahoma County and the Western District of Oklahoma, and each party waives any claims it may have for forum non conveniens. The parties hereby expressly reject any application to this Quotation of (a) the United Nations Convention on Contracts for the International Sale of Goods; and (b) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended by that certain Protocol, done at Vienna on April 11, 1980.
8.4 The failure of either party to exercise or enforce any right or provision of this Quotation does not constitute a waiver of such right or provision. If for any reason a court of competent jurisdiction finds any provision or portion of this Quotation to be unenforceable, the remainder of this Quotation will continue in full force and effect.
8.5 This Quotation constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Quotation will be effective only if in writing and signed by both parties. The parties may amend this Quotation at any time upon the execution of an amendment signed by both parties.
8.6 Neither party may assign or transfer any of its rights or obligations under this Quotation to a third party without the prior written consent of the other party. Any attempted assignment or transfer in violation of the foregoing will be void.
8.7 If, for any reason, a court of competent jurisdiction finds any provision of this Quotation, or portion thereof, to be invalid or unenforceable, such provision of the Quotation will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Quotation will continue in full force and effect. The parties agree to negotiate in good faith an enforceable substitute provision for any invalid or unenforceable provision that most nearly achieves the intent and economic effect of such provision.
This Quotation may be executed in counterparts or duplicates, each of which when executed and delivered shall be deemed a duplicate original, but all of which, together, shall constitute one and the same contractual document. In the event that any signature is delivered by facsimile or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding agreement of the party executing such signature page with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. Both parties are agreeing to sign this Quotation electronically and that their electronic signature is the legal equivalent of a manual signature of that parties’ representative on this Quotation. By electing to sign this Quotation electronically, the parties consent to be legally bound by the provisions of this Quotation as if actually signed by each party in writing.
Thank you for choosing Arrival 3D!