SHIPMENT. Echodyne will deliver the Products FOB Echodyne’s facility in Kirkland, WA. Buyer is responsible for all shipping charges. If Buyer requests that Echodyne arrange for shipment, Buyer agrees to reimburse Echodyne for the costs of shipping prior to shipment being released.
TERMS OF PAYMENT. For US orders, Echodyne will invoice the Buyer upon product shipment, and the payment will be due thirty days after the date of the invoice. International orders require payment prior to shipment. Unpaid amounts will accrue interest at a rate of 1% per month from due date until paid. The stated purchase price is exclusive of sales tax. Buyer agrees to pay all taxes that arise because of this sale, excluding income taxes.
WARRANTY PROVISIONS. Echodyne warrants that the Products will be free of substantive defects in material and workmanship for one year following the date of shipment. The foregoing warranty is in lieu of all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose. The warranty does not apply to Products that have been mishandled, improperly installed, damaged in a crash or other accident, or modified, disassembled or repaired in a way not authorized by Echodyne. Products will not be deemed defective by reason of normal wear and tear or Buyer’s failure to properly maintain the Products.
EXCLUSIVITY OF REMEDY. If the Products do not meet the above warranty, Buyer will promptly notify Echodyne in writing prior to expiration of the warranty period. Echodyne will repair or replace the defective Products and will bear the costs of such repair or replacement. Please note that products and components presented for repair may be replaced by refurbished goods of the same type rather than being repaired. These refurbished goods have been tested and are similar to brand new goods in function and appearance. If despite Echodyne’s reasonable efforts, it cannot repair or replace a non-conforming Product, Echodyne will refund the purchase price for such Product. The remedies in this paragraph are Buyer’s sole and exclusive remedy against Echodyne for defects in the Products. The repair or replacement of a Product will not extend the warranty on the Product.
LIMITATION OF LIABILITY. In no event will Echodyne be liable for incidental, indirect or consequential damages, or damage to aircraft or other vehicles. In no event will Echodyne’s aggregate liability under this Agreement exceed the aggregate purchase price received by Echodyne under this Agreement.
INTELLECTUAL PROPERTY. Sale of the Products to Buyer does not convey a license, implied or otherwise, under any patent, copyright, trademark or trade secret in which Echodyne has an interest, nor does it convey rights to any descriptive data, including but not limited to Echodyne’s drawings, schematics, software, secrets, or processes. Buyer will not remove or destroy any patent markings or other proprietary markings on the Products.
NO REVERSE ENGINEERING. It is an express condition of this Agreement that Buyer will not duplicate, disassemble, reverse-engineer, x-ray, or otherwise attempt to determine any design, method or material used in the Products, and will not cooperate with a third party to do so.
SOFTWARE LICENSE. The restricted software provided with the Products is proprietary to Echodyne. Echodyne grants Buyer a nonexclusive, perpetual license to use the software only on and in conjunction with the Products. Buyer agrees that title remains with Echodyne and Buyer will not decompile, decode, or translate the software, or copy or modify the software except for archival or back-up purposes as necessary for use on and with the Products. Buyer will maintain all proprietary marks on software provided by Echodyne.
EXPORT CONTROL. The Products are subject to U.S. Government export laws and regulations. Buyer will not export the Products, including any demonstration to foreign persons within the U.S., except in compliance with such laws and regulations.