MID CONTINENT CONTROLS, INC.
Standard Terms and Conditions of Sale:
For Sale of Goods and Repair Services
Unless otherwise agreed, these standard Terms and Conditions of Sale are made and entered into by and between Mid Continent Controls, Inc. (“MC2” or “Seller”) and the business entity agreeing to these terms (“Buyer” or “you”). The MC2 Terms of Sale are located at https://midcontinentcontrols.com/terms. MC2 and Buyer may each be referred to as Party and collectively as Parties. Unless accompanied by any special terms in Seller’s proposal, these are the only terms applicable to the sale of goods and repair services.
This Agreement is effective as of the date entered on a Buyer’s Purchase Order and shall be in lieu of any other Terms and Conditions that may appear on a Buyer’s Purchase Order. The acknowledgement of the Buyer, by means of submitting a Purchase Order against a quote provided by MC2 containing these Terms and Conditions, constitutes Buyer’s acceptance of Seller’s Terms, Prices, Lead Times, Provided Documentation, and any other condition contained herein. Upon Seller’s commencement of any performance, Buyer will be deemed to have accepted these Terms and Conditions whether or not the Buyer submits other Terms and Conditions subsequent to acceptance of a Purchase Order. The Buyer represents and warrants that: (i) you have full legal authority to bind the Buyer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree to this Agreement. If you do not have the legal authority to bind the Buying company, please do not submit the Purchase Order.
Article I: Qualification of Buyer
Mid Continent Controls requires that Buyers hold an FAA Part 145 CRS/AMO, or equivalent. Direct sale to “End Customers” is prohibited. MC2 products require experienced technicians for installation, and Warranty may be void if Seller’s products are installed by any party not meeting these standards.
Article II: Pricing
All pricing is expressed in United States Dollars, or USD.
- Prices are subject to change without prior notice. If a quote, or price list validity, was not given, contact Sales@MidContinentControls.com or call (316) 789-0088 to confirm pricing prior to placing a Purchase Order.
- Pricing includes standard factory testing, inspection, documentation, and packaging requirements. Any additional requirements of Buyer will be charged to the Buyer and quoted for inclusion on the Purchase Order.
- For the avoidance of doubt, prices will only include a manufacturer’s C of C for factory new products.
Article III: Delivery, Title, Risk of Loss
MC2 will prepare and package all products in accordance with Seller’s standard procedures and normal commercial practices. Buyer is responsible for all delivery fees and the accuracy of information on the Purchase Order.
- For Domestic Shipments (within the USA), delivery terms will be Ex Works (EXW) Seller’s Facility.
- For International Shipments (Exports), delivery terms will be FCA (Incoterms 2010) Seller’s Facility.
- Return shipments, including repairs, will be sent to MC2 DDP (Delivered Duty Paid). Seller will return repaired items in accordance with the Domestic or International shipping terms above.
- In the case of an international repair delivery, the Buyer will become the “Shipper” and “Exporter” of record and is responsible for meeting those incoterm obligations, will assume risk of loss until delivery, payment of export clearances, and any transportation costs to MC2’s facility. It is the Shipper’s responsibility to ensure that all documentation complies with U.S. customs requirements.
- If upon re-delivery from a repair there is any issue with custom’s clearance, this becomes an excusable delay. MC2 will notify the buyer of any clearance issue, and risk of loss or damage will transfer to Buyer at that time. Buyer will assume any additional costs occurred for storage or customs clearance delays.
Article IV: Shipping, Packaging and Documentation
As detailed above, shipping costs will be the responsibility of the Buyer, unless otherwise agreed in writing. Shipping preparation and packaging will be conducted in accordance with MC2 standard procedures. Documentation will be in the form of a Manufacturer’s C of C (if new) or FAA Form 8130-3 (if repaired). Any additional documentation requirements will be quoted and agreed to in writing prior to shipment. Subsequent requirements, sent after the shipment of the product, will be at the sole cost of the Buyer.
Shipment of product to MC2 shall be the responsibility of the Buyer, and care shall be taken in packaging. Additional damage incurred during transit is not the responsibility of MC2 and will be quoted as part of the repair work.
Article V: Payments
All payments shall be in United States Dollar (USD) and made at a bank deemed acceptable by the Seller. Special Terms for payment will be included on any quotation, proposal, or offer given by the Seller. Seller is not required to extend credit terms for any product purchase.
- Credit: MC2 may extend credit to Buyer expressed in calendar days from the date of invoice. Net 30 days is typical, but for the avoidance of doubt, the Buyer must reference the due date on the invoice to avoid late fees. If the Buyer feels there is an error in the invoice, they must contact Mid Continent Controls immediately to correct the situation. Mid Continent Controls is under no obligation to extend credit to any customer, and may take action, including but not limited to withholding shipments, if the Buyer’s account falls delinquent.
- Past Due: If the Buyer falls delinquent on invoice payments, Seller may at its option be relieved of any obligation to i) meet any guarantees with respect to delivery, turnaround times, or spares support, ii) refuse to process any credits which may be due to Buyer, iii) withhold future deliveries, iv) terminate any other outstanding orders, v) repossess any parts for which the payment has not been made, vi) require cash in advance for future purchases, vii) charge any storage fees for parts until payment is made, viii) recover any collections fees or collections related charges including attorney’s fees, ix) charge late penalties on an invoice (detailed below) or x) any combination of the above.
- Late Penalties: Late payments may bear interest at a rate of 1.5% per month (or the highest rate permitted by law, if less). Seller reserves the right to suspend Buyer’s Credit account for any late payments.
Article VI: Taxes
Pricing for products and services delivered to Buyer does not include applicable Taxes. Buyer shall pay to Seller, or furnish to Seller evidence of exemption, any taxes including sales, use, excise, turnover or other value added tax (VAT). This excludes any assessments made in the form of income tax of Seller. It is the responsibility of the Buyer to inform the Seller of any obligations to collect VAT, including a VAT identification number. If a claim is made against Seller for any such taxes, duties, fees, assessments or charges, Seller shall notify Buyer immediately, and either be reimbursed for taxes made on Buyer’s behalf, or Buyer may pay the taxes directly and provide documentation to Seller that the amounts have been paid to the relevant taxing authority.
Article VII: Delays and Force Majeure
In the event of any delay or failure to perform, Seller shall not be held liable for, or be deemed in default of, causes beyond its reasonable control. Such causes include, but are not limited to, acts of God, civil or military authority, government officials or agents, government or defense priorities, fires, labor disputes, floods, epidemics, wars, riots, transportation, or inability to receive labor, material, components, or raw materials on a timely basis.
If the delays are within the Sellers reasonable control, and extend for greater than 6 months, and the parties have not agreed upon a revised delivery basis at the end of the delay, including any necessary adjustments on price, then either party, upon thirty (30) days written notice, may terminate the performance of the work delayed. Buyer may be responsible to pay Seller’s termination charges.
In cases of Force Majeure, including those detailed above, neither party will be held liable for delays in performance. For the avoidance of doubt, this will include, but not be limited to, acts of God, Government restrictions or defense priorities, epidemics, and raw material shortages.
Article VIII: Warranty
- Seller warrants to Buyer that new Products, at the time of delivery, will be free from defects in material, performance, and workmanship. Seller warranty is covered for 2 years (24 months) from the date of SHIPMENT. Product warranty shall survive any termination or change in these terms and conditions.
- Warranty Repair will be 1 year (12 months) from the date of shipment, or the balance of the new product warranty, whichever is greater.
- Warranty products will be repaired, replaced, or overhauled, at the Seller’s discretion, at no charge to the Buyer or the Buyer’s customer.
- This warranty is exclusive and in lieu of all other warranties, whether written, oral, expressed, implied or statutory (including, without limitation, any warranty of merchantability or fitness for a particular purpose). This warranty is only applicable if the new Product, or repaired Product, is stored, installed, handled, operated, and maintained in accordance with the Sellers current recommendations (available in manuals and instructions). Seller is not liable for customer-induced damages.
- The liability of the Seller shall not in any case exceed the cost of correcting the defect in the product, and upon the expiration of the time described above, all liability shall terminate. This shall constitute the sole remedy of Buyer and sole liability of Seller for breach of warranty including claims in contract, warranty, tort, product liability or otherwise.
Article IX: Returns
All returns must be coordinated with Mid Continent Controls prior to shipment. Contact Repair@MidContinentControls.com, or contact a MC2 representative, to arrange a return.
Address for returns is:
901 N River
Derby, KS 67037
Article X: Terminations
Buyer may, upon thirty (30) days prior written notification, terminate a purchase order and in such event reimburse the Seller for cost incurred in performance of the work covered under the purchase order.
Article XI: Intellectual Property and Proprietary Information
All designs, patents, copyrights, materials (including pricing), and trade secrets disclosed in documentation, correspondence, or manuals are the property of Mid Continent Controls, Inc. No rights to intellectual property are granted under these Terms and Conditions. No material shall be used, disclosed to others, reproduced, or made available external to the Buyer’s and Seller’s respective business without the Seller’s written consent.
Article XII: Product Support
- Additional product/system customization or functionality that will impact DO-160 certification, hardware and/or software design customization or functionality, will be evaluated and a separate quotation for those features or functions will be provided.
- Mating connectors or jumper wire harnesses to the aircraft are the responsibility of the Buyer (Installer).
- Domestic onsite support by MC2 may be available at an additional cost.
Article XIII: Limitation of Liability
The liability of the Seller, including its affiliates, employees, subcontractors or suppliers, on any and all claims, whether in contract, tort, product liability, patent infringement, or otherwise shall be limited to direct damages arising out of, or connected with the performance or non-performance of the accepted purchase order or any other agreement to which these Terms and Conditions apply or from the manufacture, sale, delivery, redelivery, resale, repair, overhaul, replacement or use of any repaired equipment or the furnishing of any service, and shall not in any case exceed the purchase order price allocable to the new product, part, or the repair service which gives rise to such claim.
Liability shall terminate upon expiration of the Warranty Period. In no event, whether as a result of breach of contract, warranty, tort, product liability, patent infringement, or otherwise, shall Seller, or its employees, subcontractors, or suppliers, be liable for any special, consequential, incidental, indirect, punitive, exemplary damages, or damages arising from loss of use or loss of profit.
Article XIV: General Legal Provisions
- Governing Law: The provisions of this agreement, including any arbitration any mediation or arbitration, without regard to the United Nations Convention on Contracts for the International Sale of Goods, shall be governed by and construed in accordance with the laws of the State of Kansas. Any dispute shall be filed in the courts of Sedgwick County, Kansas.