Terms and Conditions

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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.
A. 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.
B. 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.
C. 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.
A. For Domestic Shipments (within the USA),
delivery terms will be Ex Works (EXW) Seller’s
Facility.
B. For International Shipments (Exports), delivery
terms will be FCA (Incoterms 2010) Seller’s
Facility.
C. 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.
D. In the case of an international repair delivery,
the Buyer will become the “Shipper” and
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“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.
E. 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.
A. 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.
B. 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.
C. 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
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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
A. 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.
B. Warranty Repair will be 1 year (12 months)
from the date of shipment, or the balance of
the new product warranty, whichever is
greater.
C. Warranty products will be repaired, replaced,
or overhauled, at the Seller’s discretion, at no
charge to the Buyer or the Buyer’s customer.
D. 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.
E. 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
A. 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.
B. Mating connectors or jumper wire harnesses
to the aircraft are the responsibility of the
Buyer (Installer).
C. 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,
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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
A. 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.