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Avionics & Systems Integration Group Web Site User Agreement and Legal Disclaimers

Please read the following terms and conditions carefully before using this Web site or any of our other Web sites. By accessing or using our sites, you agree to the following terms and conditions. You should review these terms and conditions regularly as they may change at any time at our sole discretion. If you do not agree to any term or condition, you should not access or otherwise use our sites. The following terms and conditions apply to all of our Web sites, including any Web sites owned, operated or sponsored by any of our subsidiaries or affiliates. "Content" refers to any materials, documents, images, graphics, logos, design, audio, video and any other information provided from or on our Web sites.

1. We Provide Our Web Site For Your Convenience Only

Our Web site is provided to you without charge as a convenience and for your information only. By merely providing access to our Web site content, we do not warrant or represent that:

  • the content is accurate or complete;
  • the content is up-to-date or current;
  • we have a duty to update any content;
  • the content is free from technical inaccuracies or typographical errors;
  • the content is free from changes caused by third party; and
  • your access to our Web site will be free from interruptions, errors, computer viruses or other harmful components.

We do not assume any liability for these matters. In other words, you use our Web site at your own risk. Under no circumstances, including, but not limited to, negligence, shall we be liable for any direct or indirect, special, incidental or consequential damages. This includes loss of data or profit arising out of the use or the inability to use the content of this Web site, even if one of our representatives has been advised of the possibility of your damages. If your use of our Web site results in your need to service, repair or correct equipment or data, you assume the costs to the extent the law allows. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

2. We Provide Our Web Site "As Is" and Disclaim All Warranties

Our Web site content is provided "as is" and without warranties of any kind, either express or implied. We disclaim all warranties, express or implied, including, but not limited to, implied warranties and merchantability and fitness for a particular purpose.

3. We Do Not Have Responsibility for Links to Third Party Content

We may provide hyperlinks or pointers to other Web sites maintained by third parties or may provide third party content on our Web site by framing or other methods. The links to third party Web sites are provided for your convenience and information only. The content in any linked Web sites is not under our control so we are not responsible for the content, including any further links in a third party site. If you decide to access any of the third party sites linked to our Web site, you do this entirely at your own risk. It is up to you to take precautions to ensure that the third party you link to for your use is free of computer viruses, worms, trojan horses and other items of a destructive nature.

4. If We Provide a Link, We Do Not Necessarily Endorse A Third Party

We reserve the right to terminate a link to a third party Web site at any time. The fact that we provide a link to a third party Web site does not mean that we endorse, authorize or sponsor that Web site. It also does not mean that we are affiliated with the third party Web site's owners or sponsors.

5. If a Third Party Links to Our Web Site, It is Not An Endorsement

If a third party links to our Web site, it is not necessarily an indication of an endorsement, authorization, sponsorship, affiliation, joint venture or partnership by or with us. In most cases, we are not aware that a third party has linked to our Web site.

A Web site that links to our Web site:

  • May link to, but not replicate, our content;
  • Should not create a browser, border environment or frame our content;
  • Should not imply that we are endorsing it or its products;
  • Should not misrepresent its relationship with us;
  • Should not present false information about our products or services; and
  • Should not contain content that could be construed as distasteful, offensive or controversial, and should contain only content that is appropriate for all age groups.
6. If You Transmit or Provide Data to Us

We want to receive your confidential or proprietary information from you through our Web site; therefore, if you transmit to or post on our Web site any material, data, information or idea by any means, it will be treated as confidential and proprietary until such time it can, by law, be deemed open source or in the public domain, at such time it may be disseminated or used by us for any purpose. Personal data provided to us will be handled in accordance with our policies regarding privacy.

You are not authorized to post on or transmit to or from our Web site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other content that could give rise to any civil or criminal liability under the law.

7. Your Use of Our Web Site is Restricted

Our Web site and its content are owned and operated by us. Our Web site's content is copyrighted and protected by U.S. and worldwide copyright laws and treaty provisions. In addition, our Web site content is protected by trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

No content from www.asigllc.com, or any other Web site owned, operated, licensed or controlled by us may be copied, reproduced, republished, modified, uploaded, posted, transmitted, or distributed in any way. You also may not, without our permission, "mirror" any material contained on our Web site on any other server. The sole exceptions to these restrictions are:

  • you obtain written permission from us to waive these restrictions; and
  • you make no effort to access areas of our website outside your authorized access; or
  • you may download one copy of the content on a single computer for informational, non-commercial and personal use only, provided you keep intact all copyright and other proprietary notices and do not modify, and will not copy or post, the content on any network computer or broadcast in any media.

Violation of these restrictions will be a violation of one or more laws and is expressly prohibited by law. If you violate these restrictions, you may be subject to civil and criminal penalties. If we grant you permission to waive these restrictions, the permission terminates automatically if you breach any of these terms or conditions. Upon termination, you must immediately destroy any downloaded materials and printed materials.

Configurations and designs of aircraft and sub-systems may also be registered trademarks or are trademarks of ASIG, LLC, including without limitation, the configuration of certain data relative to our STC & PMA offerings.

To the extent a name, logo or design does not appear herein, such lack of appearance does not constitute a waiver of any intellectual property rights that Avionics & Systems Integration Group has established in its product or service names or logos, or in product configurations or designs, all of which rights are expressly reserved.

8. By Providing Content, We Do Not Allow You to Use Our Trademarks

The trademarks, service marks and logos of ASIG used and displayed on our Web site are our registered and unregistered trademarks. Nothing on this Web site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of our trademarks without our written permission. Requests to use trademarks owned by other companies which may be mentioned on this Web site should be directed to such other companies. We aggressively enforce our intellectual property rights. The name of Avionics & Systems Integration Group, or ASIG, or our logo may not be used in any way, including in advertising or publicity pertaining to distribution of materials on our Web site, without prior written permission. You are not authorized to use our logo as a hyperlink to our Web site unless you obtain our written permission in advance.

9. You Must Obey Local Laws in Accessing Our Web Site

This site is controlled by us from our offices within the United States of America and the State of Arkansas. We make no representation that content or materials in the site are appropriate or available for use in other jurisdictions. Access to our Web site content or materials from jurisdictions where such access is illegal or prohibited. If you choose to access this site from other jurisdictions, you do so on your own initiative and are responsible for compliance with applicable local laws. We are not responsible for any law violations. You may not use or export the materials in this site in violation of U.S. export laws and regulations. Any claims relating to our Web site and its content and materials shall be governed by the laws of the State of Arkansas without giving effect to any principles of conflicts of laws. You agree that any legal action or proceeding between us for any purpose concerning this Agreement or the parties' obligations shall be brought exclusively in a federal or state court in Arkansas.

10. You are Bound by Changes in this Agreement's Terms and Conditions

We may at any time revise these terms and conditions by updating this posting. By using our Web site, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current Avionics & Systems Integration Group Web Site User Agreement and Disclaimers to which you are bound. Certain provisions of these terms and conditions may be superseded by other legal notices or terms located on parts of our Web site. In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of any other written agreement between Avionics & Systems Integration Group and its customers or vendors, the express terms and conditions of the latter agreement shall prevail.

11. You Agree to Indemnify Us for Using Our Web Site

You agree to indemnify, defend and hold harmless Avionics & Systems Integration Group, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to us from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement by you.

12. Third Parties May Have Rights Under This Agreement

Some of the provisions of this Agreement are for the benefit of Avionics & Systems Integration Group and its officers, directors, employees, agents, licensors, and suppliers. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

13. How This Agreement May Be Terminated

This Agreement may be terminated by either party without notice at any time for any reason; provided that you may no longer use our Web site after you have terminated this Agreement. Provisions 2, 6, 7, 8, 9, 11, and 12 of this Agreement shall survive any termination of this Agreement.

14. Miscellaneous

Our failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. We may assign our rights and duties under this Agreement to any party at any time without notice to you.

Terms & Conditions of Sale

1. Parties, Goods, and Contractual and Intellectual Documents

Avionics & Systems Integration Group and each of its subsidiaries and affiliates are hereinafter collectively referred to in these Terms and Conditions of Sale (“Terms”) as “Seller” and the customer or person or entity purchasing services or goods (collectively referred to as “Goods”) from Seller is referred to as the “Buyer.” Buyer acknowledges to Seller that these Terms, along with any attachment, price list, schedule, quotation, acknowledgment, or invoice from Seller relevant to the sale of the Goods (collectively, “Attachment”), and all documents incorporated by specific reference into these Terms or any Attachment, constitute the complete and exclusive statement of the terms of the agreement governing all sales of Goods by Seller to Buyer (“Agreement”), regardless of whether or not Buyer or Seller expressly make reference to these Terms in any documentation related to any such sale. Buyer’s acceptance of the Goods will manifest Buyer’s assent to these Terms without variance or addition. Seller hereby objects to and rejects any terms in Buyer’s purchase order or other Buyer documents that are different than or in addition to these Terms, and such terms shall not constitute any part of the agreement between Buyer and Seller. Any Attachment is incorporated herein by reference. Seller reserves the right in its sole discretion to refuse orders.

2. Price

Unless a fixed price for a period of time is quoted in writing, the price of Goods are subject to change without notice and the prices invoiced will be those in effect at the time of shipment and/or delivery of Goods. Prices are also subject to adjustments for changes in prices of raw materials. Any current or future tax or any charge of any nature imposed by any governmental or taxing authority that is or becomes payable by reason of the production, transportation, sale, storage, processing, use, consumption or delivery of any Goods sold to Buyer, other than taxes based on Seller’s net income or profit, will be for Buyer’s account and will either be added to the price of Goods (unless Buyer provides Seller with an exemption certificate acceptable to the applicable taxing authorities) and paid for by Buyer or billed to Buyer separately (unless Buyer provides Seller with an exemption certificate acceptable to the applicable taxing authorities) and paid for by Buyer, as Seller may elect in its sole discretion.

3. Terms of Payment

Unless otherwise specified by Seller, terms are net fifteen (15) days from the date of Seller’s invoice in U.S. currency. Seller has the right, among other remedies, either to terminate this Agreement and/or any purchase order with Buyer or to suspend further performance under this Agreement, any other agreements and/or purchase orders with Buyer in the event Seller fails to receive any payment when due, which other agreements and/or purchase orders Buyer and Seller hereby amend accordingly to incorporate these Terms, or if Seller otherwise deems itself insecure. Buyer shall be liable for all expenses, including attorneys’ fees and other litigation costs, relating to the collection of past due amounts. In the event Buyer fails to make any payment to Seller when due, Buyer’s entire account(s) with Seller shall become immediately due and payable without notice or demand by Seller. If any payment owed to Seller is not paid when due, it shall bear interest at a rate equal to the lesser of 1.5% per month or the maximum rate permitted by law, from the date on which it is due until it is paid. Should Buyer’s financial responsibility become unsatisfactory to Seller, cash payments or security satisfactory to Seller may be required by Seller (including, without limitation, letters of credit) for future deliveries and for Goods delivered up to that point. If such cash payment or security is not provided, in addition to Seller’s other rights and remedies, Seller may discontinue deliveries. Buyer hereby grants Seller a purchase money security interest in all Goods sold to Buyer by Seller, which security interest shall continue until such Goods are fully paid for in cash, and Buyer: (a) upon Seller’s demand, will execute and deliver to Seller such instruments as Seller requests to protect and perfect such security interest, and (b) authorizes Seller to execute and file such instruments as are necessary or useful to protect and perfect such interest. No Goods furnished by Seller to Buyer shall become a fixture as a result of such Goods being attached to realty.

4. Shipment and Delivery

Unless otherwise expressly provided in writing, shipments are made F.O.B. Seller’s warehouse of origin. Risk of loss or damage and responsibility shall pass from Seller to Buyer upon delivery to and receipt by a carrier. Any claims for shortages or damages suffered in transit are the sole responsibility of Buyer and shall be submitted by Buyer directly to the carrier. Shortages or damages must be acknowledged and signed for at the time of delivery. While Seller will use all reasonable commercial efforts to maintain the delivery date(s) acknowledged or quoted by Seller, all shipping dates are approximate and not guaranteed. Seller reserves the right to make partial shipments and to place certain orders on “back order.” Seller, at its option, shall not be bound to tender delivery of any Goods for which Buyer has not provided shipping instructions. If Seller is to pay freight, Seller shall have the right to designate routing and means of transportation; and if Buyer requires a more expensive routing and/or means, Buyer will pay any extra cost involved. The cost of any special packing or special handling as a result of Buyer’s requirements shall be added to the amount of the order of the applicable Goods. If the shipment of Goods is postponed or delayed by Buyer for any reason, Buyer agrees to reimburse Seller for any handling and storage costs and other additional expenses resulting therefrom. All claims for shipping errors, lost shipments or any other discrepancies (other than shortages or damages which must be acknowledged and signed for at the time of delivery) must be made within thirty (30) days after delivery to the carrier or they will be disallowed and deemed waived.

5. LIMITED WARRANTY; LIMITATION OF REMEDY

Seller warrants that the goods will be free of defects in workmanship and material (the “Warranty”) for a period of ninety (90) days commencing on the date of delivery (“Warranty Period”). The Warranty shall apply only to the extent the Goods or any parts thereof have: (i) been transported and stored at all times in the original packaging in the conditions as specified by Seller, or in the absence thereof, at least in conditions consistent with generally accepted practice for such Goods; (ii) been handled at all times in accordance with Seller’s instructions, or in the absence thereof, at least with the care and caution consistent with generally accepted practice for such Goods; (iii) not been subject to any unauthorized modification or repair attempts thereto; (iv) been at all times “normally used” for their intended purpose (“normally used” shall mean a regular, ordinary and routine usage of the Goods in question as intended and/or recommended by Seller); and (v) not been used in combination with other equipment, products or systems which are not compatible with the specification of the Goods in question.
A. If during the Warranty Period a Good, or any part thereof, fails to meet the Warranty then, upon Buyer’s written request, Seller shall, at Seller’s sole option and expense, promptly and within twenty (20) business days, either (i) repair or correct the Good or part in question; or (ii) replace the good or supply replacement part(s). A replacement part shall be at least functionally equivalent to the original part. The replaced Good or part(s) shall become the property of Seller and shall, at Seller’s request, be returned by Buyer to Seller at Seller’s cost. The replacing Good or part(s) shall carry the Warranty for the remaining Warranty Period of such replaced Good or part(s). The repair or replacement under the Warranty covers the cost of material and labor. Any further travel or living expenses for Seller’s employees needed to carry out the repair and/or replacement shall be paid by Buyer in accordance with Seller’s current rates and procedures. In no event shall Buyer return a defective Good or part thereof to Seller without Seller’s prior written approval. Prior to returning any defective Good or part thereof to Seller, Seller shall, in cooperation with Buyer, determine whether the repair or replacement of the defective Good shall be carried out at either the place where the Good is located or at Seller’s facility. The one-way cost of packing, transport and insurance related to shipping the alleged defective Good or part to Seller for repair or replacement shall be borne by Buyer. The one-way cost of packing, transport and insurance related to shipping of the repaired or replacement Good or part back to Buyer shall be borne by Seller.
B. In no event shall Seller be liable, whether during or after the expiration of the Warranty Period for any defects, failures, loss of or damage to the Goods or any part thereof which are caused by or resulting from: (i) wear and tear, (ii) any force majeure event, or (iii) any action or negligence on the part of Buyer or any third party (including without limitation Buyer’s employees, customers, agents, carriers and contractors). In such case the repair or replacement of the Good or any part thereof shall be at Buyer’s sole expense. ANY GOOD OR ANY PART THEREOF WHICH IS ENTIRELY MANUFACTURED OR SUPPLIED BY THIRD PARTIES IS SUBJECT TO THE ORIGINAL MANUFACTURER’S OR SUPPLIER’S WARRANTY AND NO WARRANTY IS GIVEN IN RESPECT THEREOF BY SELLER.
C. Seller must be notified of any claim under the Warranty prior to the earlier of: (a) the seventh (7th) day from the time the defect or failure has been or should have been discovered or noticed; or (b) the ninety-seventh (97th) day after the date of delivery.
D. THE REMEDIES SPECIFIED IN THIS SECTION 5 SHALL CONSTITUTE BUYER’S SOLE AND EXCLUSIVE REMEDIES AND SELLER’S SOLE AND EXCLUSIVE LIABILITY FOR SELLER’S BREACH OF THE WARRANTIES HEREIN.
E. THE WARRANTIES PROVIDED IN THIS SECTION 5 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. SELLER MAKES NO OTHER WARRANTIES EITHER EXPRESS OR IMPLIED. IN PARTICULAR, SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5, ALL GOODS PROVIDED BY SELLER ARE PROVIDED "AS IS," "WHERE IS," AND "WITH ALL FAULTS."

6. LIMITATION OF LIABILITY

SELLER shall not be liable for damages caused by delay in performance, regardless of the form of the claim or cause of action (whether based in contract, infringement, negligence, strict liability, other tort, or otherwise), and in no event shall SELLER’s liability to Buyer and/or its buyers exceed the price paid by Buyer for the specific goods or portion of the goods provided by SELLER giving rise to the claim or cause of action, and buyer shall indemnify SELLER for any damages in excess thereof. in no event shall SELLER’s liability to Buyer and/or its BUYERS extend to include indirect, special, incidental, punitive, or consequential damages, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE, all of which are waived by Buyer and as to which Buyer shall indemnify SELLER. The term “consequential damages” as used in these Terms shall include, but not limited to, fines, penalties, loss of actual or anticipated profits, business interruption, loss of use of revenue, loss of business, loss of savings, cost of capital, loss or damage to property or equipment, loss of reputation, or illness. Further, Buyer shall indemnify and hold Seller harmless from any liability to Buyer, Buyer’s employees, workers, contractors or any other persons arising out of Buyer’s, or any other persons’, use of Goods. It is further expected that all instructions and warnings supplied by Seller will be passed on to those persons who use Goods. Seller’s Goods are to be used in their recommended applications and all warning labels adhered to.

7. Contingencies

Seller shall not be held responsible for or be liable for any nonperformance or any default or delay in performance if caused, directly or indirectly, by acts of God, war, fire, the elements, riot, civil commotion, strikes, lock-outs, slow downs, picketing or other labor controversies, accidents, delay or default of or failure by carriers, shortages of labor, delay in obtaining or inability to obtain materials, equipment or parts from regular sources, action, request or regulation of or by any government or governmental authority, failure of any party to perform any contract with Seller, the performance of which is required for production of the Goods, or any other happening or contingency beyond Seller’s reasonable control, or without Seller’s fault, whether similar or dissimilar to the foregoing. Deliveries or other performance may be suspended for an appropriate period of time or canceled by Seller upon notice to Buyer in the event of the foregoing, but the balance of the this Agreement shall otherwise remain unaffected. If Seller determines that its ability to supply the total demand for the Goods, or to obtain material used directly or indirectly in the manufacture of the Goods, is hindered, limited or made impracticable due to causes set forth herein, Seller may allocate its available supply of the Goods or such material (without obligation to acquire other supplies of any such Goods or materials) among itself and its purchasers on such basis as Seller determines to be equitable without liability for any failure of performance that may result therefrom.

8. Cancellation

Buyer may cancel orders only upon reasonable advance written notice and upon payment to Seller of Seller’s cancellation charges that include, among other things, all costs and expenses incurred to cover commitments made by Seller and a reasonable profit. Seller’s determination of such termination charges shall be conclusive.

9. Assignment

Buyer shall not assign its rights or delegate its duties hereunder or any interest herein without the prior written consent of Seller, and any such assignment, without such consent, shall be void.

10. Acceptance of Goods by Buyer

Upon receipt of the Goods, Buyer shall have ten (10) calendar days to inspect such Goods and notify Seller of any issues or defects. If Buyer does not inform Seller of any issues with, or defects in, the Goods within such ten (10) calendar day period, Buyer shall be deemed to have unconditionally accepted the Goods, thereby waiving any future claims regarding such Goods including, but not limited to that of condition or conformance.

11. Indemnification

Except as particularly specified and agreed upon in writing by Seller, Seller makes no covenant, warranty or representation that Goods will conform to any federal, state or local laws, ordinances, regulations, codes or standards. Seller shall not be responsible for any losses or damages sustained by any party as a result of improper installation, use or storage of Goods. Buyer shall defend, indemnify and hold harmless Seller and its directors, officers, employees, shareholders, subsidiaries, affiliates and agents against any loss, damage, claim, suit, liability, judgment or expense (including, without limitation, attorney’s fees) arising out of or in connection with any injury to, damage to, death to or loss of any persons or property, or violation of any applicable laws or regulations resulting from or in connection with the sale, transportation, installation, use, or repair of Goods by Buyer. This Section 11 shall survive the termination of this Agreement.

12. No License Conferred in the Goods

The purchase of Goods from Seller confers no license, express or implied, under any patents, copyrights, know-how, or technology, except, in the case of wholesalers for resale to their customers and for manufacturers for use in their products.

13. Orders; Patent Infringement

Orders are not binding on Seller until accepted in writing by an authorized employee of Seller. Goods manufactured to Buyer’s drawings, illustrations, negatives, litho positives, dimensions, specifications, designs, plans, computations, and descriptions are executed only with the understanding that Buyer will indemnify and hold harmless Seller from any and all damages sustained by Seller, including, but not limited to, reasonable attorney’s fees, resulting from any action or threatened action against Seller for (i) infringement of the patents or proprietary right of any other person or entity, or (ii) injury to person or property, including death, relating to defects in Buyer’s drawings, illustrations, negatives, litho positives, dimensions, specifications, designs, plans, computations, and descriptions.

14. Documentation

Seller shall provide Buyer with that data/documentation that is specifically identified in Seller’s quotation. If additional copies of data/documentation are to be provided by Seller, it shall be provided to Buyer at Seller’s applicable prices then in effect.

15. U.S. Export Control Regulations

All Goods sold to Buyer by Seller hereunder are subject to U.S. Export Control Laws. Buyer hereby agrees not to re-sell or divert any Goods contrary to such laws.

16. Non-waiver

No waiver by Seller with respect to any breach or default of any right or remedy and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default of any other right or remedy, unless such waiver be expressed in writing and signed by Seller.

17. Set-off

Buyer shall not be entitled to set-off any amounts due Buyer against any amount due Seller in connection with this Agreement.

18. Severability

If any provision of this Agreement is held to be invalid or unenforceable, all other provisions shall nevertheless continue in full force and effect.

19. Ownership of Drawings, Patents and Other Property

Unless otherwise specifically agreed to in writing by Seller, all drawings, illustrations, negatives, litho positives, dimensions, specifications, performance projections, designs, plans, computations, and descriptions prepared by Seller in connection with any work quotations, or contract, whether of products or general engineering or other arrangements are Seller’s property and must not be copied or disclosed to any other persons or used for any purpose whatsoever without Seller’s prior written consent.

20. Governing Law

These Terms shall be governed by and construed and interpreted in accordance with the laws of the State of Arkansas, without regard to its conflict of law principles. Buyer and Seller agree that the proper venue for all actions arising in connection with these Terms shall be deemed exclusively proper only in state court in Pulaski County, Arkansas, or in the federal court for the Eastern District of Arkansas and the parties agree to submit to such jurisdiction. Any action, regardless of form, arising out of transactions relating to these Terms or any other theory of recovery shall be brought within the applicable statutory period, but in no event later than one (1) year of the date of tender of delivery of the applicable Goods except that any action by Seller for payment hereunder may be brought within five (5) years of the date of delivery of the applicable Goods. Further, the United Nations Convention on the International Sale of Goods (1980) (as amended from time to time) shall not apply to these Terms or any transactions relating thereto.

21. Cooperation

Buyer agrees to cooperate with Seller in connection with Sellers performance hereunder by providing (i) timely responses to Seller's inquiries and requests for approvals and authorizations, (ii) access to any information or materials reasonably requested by Seller which are necessary or useful as determined by Seller in connection with providing the Services, including, but not limited to, physical and computer access to Buyer's computer systems, and (iii) all required consents necessary for Seller to provide the Goods. Buyer acknowledges and agrees that Seller’s performance is dependent upon the completeness and accuracy of information provided by Buyer and the knowledge and cooperation of the agents, employees or subcontractors engaged or appointed by Buyer who are selected by Buyer to work with Seller.

22. Miscellaneous

All rights and remedies of Seller in these Terms are in addition to, and not lieu of, any rights or remedies that Seller may have at law or in equity. These Terms supersede all other communications, negotiations and prior oral or written statements regarding the subject matter of these Terms. No change, modification, rescission, discharge, abandonment, or waiver of these Terms shall be binding upon Seller unless made in writing and signed on its behalf by its duly authorized representative. No conditions, usage or trade, course of dealing or performance, understanding, or agreement purporting to modify, vary, explain, or supplement these Terms shall be binding unless hereafter made in writing and signed by Seller. No modification shall be affected by Seller’s receipt or acceptance of Buyer’s purchase orders, shipping instruction forms, or other documentation containing terms at variance with or in addition to these Terms, all of which are objected to by Seller. All typographical or clerical errors made by Seller in any quotation, acknowledgment or publication are subject to correction. These Terms shall not be construed against the party preparing them, but shall be construed as if all parties jointly prepared these terms and any uncertainty or ambiguity shall not be interpreted against any one party.