These terms and conditions, together with any applicable Technical Data Agreement between Buyer and P&WC (as defined below), govern the use of the information and services provided by Pratt & Whitney Canada Corp. and/or its designated affiliates (collectively “P&WC ”) directly or indirectly in relation to technical publications (the “Services”).
P&WC will deliver the Services covered by the order ("Deliverables") either FCA (Incoterms 2010) at P&WC's facility in Canada or through MyP&WC Power Portal Website (“P&WC Website”). Title and risk shall pass to Buyer upon delivery.
P&WC grants to Buyer non-exclusive, non-transferable, personal, limited license(s) to access, use and/or display the Deliverables and any other information and content as P&WC may in its sole discretion make available to Buyer in connection to the Services. This license does not transfer ownership of or title to the Deliverables or their content or create any right or interest thereto. Buyer shall:
preserve and protect the confidentiality of the Deliverables as required under any applicable Technical Data Agreement between Buyer and P&WC;
not remove or alter any proprietary/confidentiality or copyright notices on the Deliverables.
Not modify, copy, translate into any language, reproduce or make derivative works of the Deliverables;
not reverse engineer, reverse compile, reverse assemble or otherwise translate into any human or machine-readable form any Deliverable;
use the Deliverables only for the purpose directed therein; and
not to use the Deliverables, in whole or in part, for any other purpose, including but not limited to: (a) designing, creating, developing, reproducing, manufacturing or deriving any design, part, product, material, process, modification, configuration change or repair; (b) seeking FAA or other governmental or regulatory approval or acceptance for any of the foregoing; or (c) any other commercial activity not expressly authorized by P&WC.
Without limiting the generality of the foregoing, if Buyer has elected to receive the Deliverables via the P&WC Website, Buyer agrees: (A) to only access the Deliverables and their content either online using the P&WC Website and/or off-line through the Buyer’s Server(s), (B) to limit access to the Deliverables and their content solely to Buyer’s employees and other personnel named in Buyer’s order (the “Identified Individuals”) for whom Buyer has acquired license(s) from P&WC (each a “License”), (C) not to download, store or otherwise make the Deliverables or their content accessible on any hardware or software other than the Buyer’s Server(s), (D) except as expressly authorized under Section 2 (B), not to give access to the Deliverables or their content to any third parties. For the purpose of these terms and conditions, the term “Server(s)” means a computer or system, physically located in-house, on the Buyer’s premises, that provides resources, data, services, or programs to other computers, which is the property of the Buyer, over a local area network.
If any Buyer’s employees or other personnel gains access to any Deliverables to which such person is not otherwise authorized to access, such person shall (I) immediately cease to access such Deliverables or their content without copying or downloading it; and (II) not use the Deliverables or their content for any purpose whatsoever. Buyer shall promptly report such unauthorized access to P&WC.
Buyer is responsible for all taxes, duties and other charges of any nature whatsoever, including interest and penalties thereon, arising from the sale, delivery or use of the Deliverables or related services under the order, and will reimburse P&WC for any such charges P&WC may be required to pay directly to any government authority.
P&WC may at any time make changes to the Deliverables or related Services which do not affect price. No other modification of the order is binding unless agreed to in writing by both parties.
P&WC is not responsible for any failure or delay in performance resulting from causes beyond P&WC's reasonable control. These may include, but are not limited to, acts of government, court order, civil unrest, sabotage, adverse weather conditions, labor problems and shortage of materials or services. P&WC will give timely notice to Buyer of any such event and shall use reasonable efforts to avoid or remove the cause and resume performance with minimum delay. The time for delivery will be extended accordingly.
THE SERVICES, INCUDING, WITHOUT LIMITATION, THE DELIVERABLES AND ANY OTHER INFORMATION AND CONTENT AS P&WC MAY IN ITS SOLE DISCRETION MAKE AVAILABLE TO BUYER VIA THE P&WC WEBSITE IN CONNECTION TO THE SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY TERMS, REPRESENTATIONS OR CONDITIONS, INCLUDING, WITHOUT LIMITATION, ANY OBLIGATION OR LIABILITY OF P&WC IN CONTRACT OR TORT, OR ANY WARRANTY OF CONDITIONS, ANY WARRANTY OF INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, AND ANY WARRANTIES OF TITLE, OF QUIET ENJOYMENT, OF QUIET POSSESSION, OF NON-INFRINGEMENT, OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF PERFORMANCE OR DURABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF USEFULNESS, OF RESULTS, OF WORKMANLIKE EFFORT, OR OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE DELIVERABLES, AND ANY INFORMATION AND DATA CONTAINED THEREIN OR DERIVED THEREFROM, AND THE PROVISION OF OR FAILURE TO PROVIDE THE SERVICES OR ANY SUPPORT OR OTHER SERVICES OR INFORMATION THERETHROUGH OR ARISING OUT OF THE USE OF THE DELIVERABLES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, P&WC MAKES NO REPRESENTATION, WARRANTY AND CONDITION THAT: (A) THE SERVICES AND THE DELIVERABLES WILL BE AVAILABLE WITHOUT INTERRUPTION OR WILL BE FREE OF ERRORS OR THAT ANY ERRORS WILL BE CORRECTED; (B) THE USE OF THE SERVICES AND THE DELIVERABLES WILL BE FREE OF VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE OR DISRUPTIVE COMPONENTS; OR (C) THE USE OF THE SERVICES AND THE DELIVERABLES WILL NOT INFRINGE THE RIGHTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON; AND P&WC DISCLAIMS ANY AND ALL LIABILITY REGARDING SUCH MATTERS TO THE FULLEST EXTENT PERMITTED BY LAW. THE USE AND ACCESS TO THE SERVICES AND THE DELIVERABLES BY BUYER ARE AT BUYER OWN RISK AND DISCRETION.
P&WC WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO BUYER OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE AND EXEMPLARY DAMAGES OR LOSSES, HOWSOEVER CAUSED, ARISING FROM CONNECTED WITH, OR RELATING TO THE SERVICES, THE DELIVERABLES OR THESE TERMS AND CONDITIONS, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, LOST OF PROFITS OR LOST OF SAVINGS, OR RESULTING FROM VIRUSES, DATA CORRUPTION, FAILED MESSAGES, TRANSMISSION ERRORS OR PROBLEMS, THE USE OR INABILITY TO USE THE SERVICES, THE DELIVERABLES OR THEIR CONTENT UNDER ANY THEORY OF LIABILITY (WHETHER ON A CONTRACTUAL OR EXTRACONTRACTUAL BASIS, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR LAW OR EQUITY), REGARLDESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING OR FUNDAMENTAL BREACH BY P&WC OR ANY PERSON FROM WHOM P&WC IS RESPONSIBLE. IN NO EVENT SHALL P&WC'S LIABILITY OF ANY TYPE EXCEED THE PAYMENT BY BUYER TO P&WC IN CONNECTION WITH THE ORDER, WHETHER SUCH LIABILITY IS BASED IN CONTRACT, STRICT LIABILITY, FAULT, TORT, OR ANY OTHER THEORY OR LAW OR EQUITY.
The Buyer's payment terms shall be "Cash Before Shipment" pending a credit review to establish payment terms, if necessary. Upon credit approval by P&WC, such payment terms shall be net thirty (30) days from the date of the invoice. Upon receipt of the results of the credit verification, P&WC shall indicate to the Buyer in writing as to what the applicable terms of payment shall be. In certain instances, notwithstanding the payment terms, a deposit may be required for the Deliverables or related services and/or prior to shipment. The amount of the said deposit shall be determined by P&WC at its sole discretion. Overdue accounts are subject to interest calculated and compounded monthly at the rate of fifteen percent (15%) per annum or United States Prime Rate, plus five percent (5%) per annum, whichever is greater, without exceeding the maximum rate allowed per applicable law. Buyer shall not delay payment for the Deliverables or related services pending, or based on the results of, its inspection or acceptance.
Buyer's order constitutes acceptance of all the terms and conditions hereof, which shall apply to the exclusion of any terms and conditions contained in any order or communication of Buyer not specifically agreed to in writing by P&WC. P&WC's acceptance of Buyer's order for the purchase of Deliverables and related services is expressly made conditional on Buyer's acceptance of the terms contained herein.
Any discrepancy between the Deliverables shipped or otherwise provided to Buyer by P&WC and the Deliverables ordered by Buyer, must be reported in writing to P&WC within thirty (30) days of the date of shipment or provision by P&WC. P&WC shall not be responsible for any discrepancy reported after thirty (30) days.
Buyer agrees to comply with all applicable Canadian and US export and import laws and regulations. Performance hereunder is subject to the receipt of any necessary governmental export or import license, permit or similar authorization ("Authorization") under all applicable export, import and customs laws, including Canadian and U.S. export, import and customs laws ("Export Law"), affecting the goods or services and any associated technical data provided hereunder or any part thereof. No U.S. International Traffic in Arms Regulations ("ITAR") controlled goods, services or technical data shall be provided to P&WC pursuant hereto. Notwithstanding any other provision, P&WC shall have no liability (including no obligation to provide substitute goods or services or technical data), nor shall it be in breach, if for any reason any government fails to issue or renew or cancels any Authorization or delays in issuing or renewing any Authorization affecting any goods or services or any associated technical data provided hereunder or any part thereof. Export Law prohibits the export of goods, or provision of services to embargoed or sanctioned countries or to those entities and individuals that are restricted or denied parties ("Prohibited Parties"). Except as specifically authorized by Export Law, goods or services purchased from P&WC may not be re-exported, resold, or otherwise disposed of: (1) to any country not approved for re-export as brought to Buyer's attention by means of a bill of lading, commercial invoice, or any other means; or (2) to any person if Buyer knows, or has reason to know, that it will result directly or indirectly, in disposition contrary to the obligations made in these terms and conditions or contrary to the Export Law. Specifically, pursuant to the U.S. Export Administration Regulations ("EAR"), goods or services purchased from P&WC may not be re-exported to a country listed in Country Group E (Country Groups are listed in Supplement 1 to Part 740 of the EAR).
Export Law prohibits the export of goods, or provision of services to embargoed or sanctioned countries or to those entities and individuals that are restricted or denied parties. To comply with the foregoing, P&WC reserves the right to refuse access to the Services and the Deliverables to the Buyer and/or any of the Identified Individuals who have: (i) been denied export privileges, or (ii) been identified as a denied or restricted party by the Canadian or U.S. Governments, or (iii) who is located in a sanctioned country according to the Export Law.
A prospective or current Buyer that contests his/her status as a restricted or denied party should contact the Client Administrator of the organization that he/she represents. The Client Administrator shall verify the restricted or denied party status and must provide P&WC written certification and request access be granted or reinstated to the Services and Deliverables to any prospective or current Buyer, as the case may be, that was misidentified as a restricted or denied party. P&WC shall further review the certification provided, and inform the prospective or current Buyer of its final decision.
Where Buyer is an organization, Buyer agrees to screen the Identified Individuals who access the Services and/or Deliverables and any other Buyer’s employee, agent or representative for which Buyer wishes to get access to the Services and/or Deliverables. Buyer shall not provide access to the Services and/or Deliverables to any individual identified as a denied party or restricted party pursuant to any embargo, sanction, debarment or denied party designation issued and maintained by the Canadian or United States governments. Buyer shall notify P&WC immediately, in writing, of any individual who has access to the Services and/or Deliverables and who has been debarred or designated as a denied party.
Notwithstanding any other provision herein, where a Buyer is an organization, P&WC reserves the right to screen the Identified Individuals who access the Services and/or Deliverables and any other Buyer’s employee, agent or representative for which Buyer wishes to get access to the Services and/or Deliverables, in order to determine whether they are identified as a denied party or restricted party pursuant to any embargo, sanction, debarment or denied party designation issued and maintained by the Canadian or United States government and in such cases, the Buyer and the individual in question will be denied access to the Services and the Deliverables without any further liability for P&WC.
No provisions of these terms and conditions shall be construed as granting Buyer a license or right hereunder to any patents, trademarks, trade names, logos, service marks or copyrights of Raytheon Technologies Corporation or P&WC.
P&WC may terminate the order at any time by written notice to Buyer if Buyer fails to pay any amount when due or if Buyer becomes insolvent or performs or permits any act of bankruptcy, liquidation, reorganization or if a receiver, trustee or custodian is appointed to Buyer or a substantial part of Buyer's assets. In addition, P&WC may terminate the order if Buyer is in default under the terms of any other agreement or order with P&WC or any affiliated company of P&WC. On termination, P&WC shall have no further obligation to Buyer under the order and Buyer will reimburse P&WC's termination costs, including, without limitation, a reasonable allowance for profit as well as material, labour and administrative fees. Buyer shall reimburse P&WC for all attorneys' fees and other expenses incurred by P&WC in recovering any sums due from Buyer regardless of whether the order has been terminated or not. Buyer may not terminate the order, otherwise it is liable for damages caused to P&WC as a result of the termination including, without limitation, costs and expenses as well as for the value of the work performed by P&WC before termination of the order including, without limitation, a reasonable allowance for profit.
Absent P&WC's prior written consent (which consent may be withheld by P&WC at it sole discretion), any assignment or attempted assignment, or any other transfer or attempted transfer, of these conditions or any License(s) for any reasons, shall be wholly void, invalid and totally ineffective for all purposes.
Both parties have agreed that these terms and conditions be written in the English language only. Les parties ont convenu que les présentes soient rédigées en anglais seulement. This contract shall be governed by and interpreted in accordance with the substantive and procedural laws in force in the Province of Ontario, Canada. Any provisions of such laws i) requiring the application of laws of another jurisdiction to all or part hereof; or ii) regarding choice of law, shall not apply. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the sale of the Deliverables hereunder.
The oil analysis technology services to be provided by P&WC shall consist of the following (the "Services"): (a) supply of engine oil sampling kit(s), each consisting of the items outlined in the applicable P&WC Special Instruction or Engine Maintenance Manual (the "EMM") as the case may be (the "Kit(s)"), (b) analysis by P&WC of Customers oil sample(s) (one analysis per oil sampling Kit), and provision of a report per oil sampling Kit by P&WC providing an indication on the health of the engine oil-wetted components, which may include Data, Converted Data and Analyzed Data, the whole in a format similar to the one attached as Annex B-Form of Report (the "Report(s)"). The Customer understands and agrees that any analysis or inspection beyond what is expressly set forth herein shall be outside the scope of these terms and conditions and that the Services are a limited-scope assessment of the condition of the oil-wetted component of the engines.
Customer shall be responsible to: (a) collect the engine oil samples in accordance to the applicable P&WC Special Instructions or EMM as the case may be and to deliver them (per the Incoterm stated in Section 3 below to P&WC’s designated service provider, Gastops Ltd), (b) fill out and send Form 11914 attached herein as Annex A-Form 11914 to P&WC with each oil sample. For clarity, P&WC will not verify the accuracy of the information and the Data provided by Customer and will have no liability with respect to any inaccuracies contained in such information or Data, (c) provide P&WC, at Customer’s own costs, with a new engine oil sample for analysis if, in P&WC’s opinion, an engine oil sample has been improperly collected, and (d) be registered on MyP&WC POWER portal as of the date of order and shall maintain its registration throughout the term of the order. Customer shall subscribe to P&WC’s standard terms and conditions to gain access to obtain a copy of the Special Instruction or EMM and related document, if required.
For the delivery of Kits from P&WC’s service provider to Customer, the Incoterm (2010) is DAP (Delivery at Place) and the risk is transferred to Customer after the delivery receipt at Customer’s facility.. For the delivery of oil samples from the Customer to P&WC’s service provider, the Incoterm (2010) is DAP (Delivery at Place) Gastops Ltd.’s facility in Mount Pearl, Newfoundland, Canada using the prepaid FEDEX envelop provided by P&WC as part of the Kit. The risk is transferred to P&WC after the delivery receipt at P&WC’s service provider facility. The Report shall be provided by P&WC to Customer by email or via Customer’s account on MyP&WC POWER portal.
Title to the Kits shall pass to Customer upon shipment of the Kits from P&WC’s service provider facility in Canada. Title to the oil samples shall pass to P&WC at the same time as risk according to the DAP Incoterm.
The Customer's payment terms shall be "Cash Before Shipment". In certain instances, notwithstanding the payment terms, a deposit may be required for the Services prior to shipment. The amount of the said deposit shall be determined by P&WC at its sole discretion. Overdue accounts are subject to interest calculated and compounded monthly at the rate of fifteen percent (15%) per annum or United States Prime Rate, plus five percent (5%) per annum, whichever is greater, without exceeding the maximum rate allowed per applicable law. Customer shall not delay payment for the deliverables or related services pending, or based on the results of, its inspection or acceptance.
Customer's order constitutes acceptance of all the terms and conditions hereof, which shall apply to the exclusion of any terms and conditions contained in any order or communication of Customer not specifically agreed to in writing by P&WC. P&WC's acceptance of Customer's order for the purchase of Kits and Services is expressly made conditional on Customer's acceptance of the terms contained herein.
Any shipment discrepancy or receipt against Customer's order must be reported in writing to P&WC within thirty (30) days of the date of shipment. P&WC shall not be responsible for any discrepancy reported after thirty (30) days.
Customer is responsible for all taxes (excluding taxes based on P&WC’s net income), customs, duties, fees and other charges of any nature whatsoever, including interest and penalties thereon, arising from the sale and performance of the Services, and will reimburse P&WC for any such charges P&WC may be required to pay or remit to a government authority.
CUSTOMER AGREES TO ANY USE OR DISPOSITION OF THE SAMPLES BY P&WC, ITS AFFILIATES, ITS SUPPLIERS AND ITS SERVICE PROVIDERS.
P&WC SHALL HAVE NO LIABILITY WITH RESPECT TO ANY INFORMATION OR SAMPLE PROVIDED BY CUSTOMER, OR WITH RESPECT TO ANY DATA OR INFORMATION GENERATED FROM SUCH CUSTOMER INFORMATION, DATA OR SAMPLE. REPORTS WILL BE PROVIDED BY P&WC ON AN "AS IS" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR BY IMPLIED, INCLUDING ANY WARRANTIES AS TO THE INFORMATION'S QUALITY, ACCURACY OR NON-INFRINGEMENT, ADEQUACY, SUFFICIENCY AND/OR FREEDOM FROM ANY DEFECT OF ANY KIND.
"Data" shall mean any data received, collected, delivered, provided and transmitted by Customer in connection with the Services. "Converted Data" shall mean Data that has been modified from its original format to a format that facilitates processing or review of such data and shall include Data processed by transformation, translation, scaling, decryption or other process but does not include any new data calculated, inferred or otherwise modeled from the Data. "Analyzed Data" shall mean any data that is not Data or Converted Data. Customer hereby grants to P&WC a world-wide, non-exclusive, non-terminable, irrevocable, perpetual, paid-up, royalty-free license with right to any Data and Converted Data, with a right to sublicense to its affiliates, suppliers and service providers, for any P&WC business purposes. Any data may result in the collection of Personal Information. "Personal Information" shall mean information and data exchanged hereunder related to an identifiable natural person. Both parties will comply with applicable Data Privacy Laws as they pertain to personal information processed in connection with activity hereunder. Any Personal Information contained within P&WC’s products or services shall be owned by P&WC. With respect to any Personal Information provided by Customer to P&WC, Customer warrants that it has the legal right to share such Personal Information with P&WC. Once Customer has provided Personal Information to P&WC, Customer and P&WC shall become co-Controllers. P&WC may share such Personal Information with service providers in accordance with applicable Data Privacy Laws and may store Personal Information provided by Customer on servers located and accessible globally by P&WC, its affiliates and their suppliers and services providers.
Customer acknowledges and agrees that P&WC’s sole warranty is to perform the Services in accordance with P&WC’s Special Instruction or EMM Revision as the case may be. This warranty is the sole and exclusive warranty and is given by P&WC and accepted by Customer for itself and all its heirs, successors, and assigns in lieu of: (i) all other warranties of P&WC, express or implied, including without limitation, the implied warranties of merchantability and fitness for purpose, and (ii) any obligation, liability, right, claim, or remedy in contract, tort, or strict liability against P&WC, whether or not arising from negligence, actual or implied. EXCEPT AS PROVIDED ABOVE, P&WC PROVIDES THE SERVICES AND CUSTOMER ACCEPTS THE SERVICES "AS IS". P&WC DOES NOT PROVIDE ANY MAINTENANCE RECOMMENDATIONS NOR SHOULD THE REPORTS OR RESULTS BE INTERPRETED AS SUCH INDICATOR OF AN ENGINE ISSUE. THE SERVICES DO NOT CONSTITUTE P&WC’S ASSESSMENT OR DETERMINATION OF AIRWORTHINESS OF THE ENGINES OR THE AIRCRAFT OR ANY PART THEREOF, NOR DO THEY CONSTITUTE A REPRESENTATION, WARRANTY, OR GUARANTEE (I) THAT THE ENGINES ARE FREE FROM UNDETECTED FAULTS, DEFECTS, DEFICIENCIES, DISCREPANCIES, OR PROBLEMS, OR (II) OF THE EXISTENCE OR SEVERITY OF DETECTED FAULTS, DEFECTS, DEFICIENCIES, OR PROBLEMS. REPORTS DO NOT REPLACE OR SUPERSEDE ANY MAINTENANCE ACTIVITIES OR SCHEDULES AS OUTLINED IN THE APPROPRIATE ENGINE MAINTENANCE MANUAL OR ANY INSTRUCTIONS FOR CONTINUED AIRWORTHINESS. P&WC SHALL HAVE NO LIABILITY FOR ANY ERRORS IN OR OMISSIONS RESULTING FROM THE REPORTS OR THE RESULTS, OR FROM CUSTOMER’S FAILURE TO ACT OR TO IMPLEMENT A RECOMMENDATION, AND P&WC SHALL ASSUME NO RESPONSIBILITY, WARRANTY OR LIABILITY EXPRESSED OR IMPLIED ARISING FROM THE REPORTS OR THE RESULTS OR FROM CUSTOMER’S FAILURE TO ACT OR TO IMPLEMENT A RECOMMENDATION. IN NO EVENT SHALL P&WC BE LIABLE FOR ECONOMIC LOSS, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER LEGAL THEORY. IN NO EVENT SHALL THE LIABILITY OF P&WC EXCEED IN THE AGGREGATE THE PRICE OF THE SERVICES.
Customer warrants that it is the owner of the aircraft and the Engines with full and complete authority to enter into this agreement and to authorize P&WC to perform the Services. The execution, delivery and performance of this Agreement and the consummation of the Services will not, with or without the giving of notice or passage of time, (i) conflict with or result in the breach of any of the terms and provisions of or constitute a default under any agreement, security interest, mortgage, or other instrument or restriction to which Customer is a party; or (ii) violate any law, order, rule, regulation, writ, injunction or decree of any governmental agency or body having jurisdiction over Customer.
Performance hereunder is subject to the receipt of any necessary governmental export or import license, permit or similar authorization under all applicable export, import and customs laws, including Canadian and U.S. export, import and customs laws, affecting the goods or services and any associated technical data provided hereunder or any part thereof. No U.S. International Traffic in Arms Regulations controlled goods, services or technical data shall be provided to P&WC pursuant hereto without P&WC’s prior written consent. Notwithstanding any other provision, P&WC shall have no liability (including no obligation to provide substitute goods or services or technical data), nor shall it be in breach, if for any reason any government fails to issue or renew or cancels any Permit or delays in issuing or renewing any Permit affecting any goods or services or any associated technical data provided hereunder or any part thereof. Notwithstanding any other provision herein, P&WC shall not be obligated to deliver or to support in any way if it is determined that any Kits or Services has been or will be used for a military end-use by China, Russia or Venezuela or would otherwise be inconsistent with U.S. military end-use restrictions as described in 15 C.F.R. 744.21 of the EAR. To ensure full consideration is given to the preceding sentence Customer shall notify P&WC of any known modification to a civil certified aircraft made for a military end-use or for a military end-user.
P&WC shall not be liable or otherwise responsible for any failure or delay in performance of this agreement resulting from causes beyond P&WC’s reasonable control. Such excusable causes include, without limitation, events such as acts of government, court order, civil unrest, sabotage, adverse weather conditions, labor troubles, delays of subcontractors, shortage of materials or services, and delays caused by P&WC’s service providers. P&WC shall give timely notice to Customer of any such excusable cause and will endeavor to avoid or remove the cause and resume performance with minimum delay. The time for delivery will be extended accordingly.
P&WC may terminate the order at any time by written notice to Customer if Customer fails to pay any amount when due or if Customer becomes insolvent or performs or permits any act of bankruptcy, liquidation, reorganization or if a receiver, trustee or custodian is appointed to Customer or a substantial part of Customer's assets. In addition, P&WC may terminate the order if Customer is in default under the terms of any other agreement or order with P&WC or any affiliated company of P&WC. On termination, P&WC shall have no further obligation to Customer under the order and Customer will reimburse P&WC's termination costs, including, without limitation, a reasonable allowance for profit as well as material, labour and administrative fees. Customer shall reimburse P&WC for all attorneys' fees and other expenses incurred by P&WC in recovering any sums due from Customer regardless of whether the order has been terminated or not. The Customer may not terminate the order, otherwise he is liable for damages caused to P&WC as a result of the termination including, without limitation, costs and expenses as well as for the value of the work performed by P&WC before termination of the order including, without limitation, a reasonable allowance for
Supplier shall disclose without the prior written approval of P&WC any information contained herein or disclosed in connection with this agreement to any third party. All data, Converted Data, Analyzed Data, Reports, information, inventions, discoveries, and improvements conceived in the performance of, or arising out of, the agreement shall be the exclusive property of P&WC. Drawings, specifications, designs, Reports, Analyzed Data, processes and other documents resulting from this agreement shall remain the property of P&WC and shall be disposed of in accordance with P&WC’s instructions on the completion of this agreement. On no account, shall any such documents, including Reports be disclosed to third parties by Customer or used by Customer for any purpose other than this agreement.
Customer shall not, without the prior written consent of P&WC, (i) make or authorize any news release, sales literature, promotional business brochures, press conference or advertisement that is related to this Agreement, or the relationship between P&WC and Customer hereunder, or that denies or confirms the existence of this agreement, ii) disclose any part of this contract, or iii) make use of P&WC, Raytheon Technologies Corporation or any of its affiliates name, trademarks, or logo. No provisions of this agreement shall be construed as granting Customer a license or right hereunder to any patents, trademarks, trade names, logos, service marks or copyrights of United Technologies Corporation (UTC), P&WC or any of its affiliates.
The agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns. Customer may not assign this agreement in whole or in part without the prior written consent of P&WC. Any assignment without P&WC’s consent shall be void and of no effect.
All notices required to be given pursuant to the agreement shall be in writing and shall be considered as duly delivered when sent by registered mail to the other Party at the address stated on the face page of the agreement or such other address as either party shall advise the other in writing.
Notwithstanding anything in this agreement to the contrary, the following provisions shall survive the expiration or early termination of this agreement: Section 5 (Terms of Payment); Section 9 (Samples –Use); Section 10 (Reports); Section 11 (Data Use and Privacy); Section 12 (P&WC’s Warranty & Limitations); Section 13 (Owner’s Warranties); Section 14 (Export Controls) Section 17 (Confidentiality); Section 18 (Publicity); Section 22 (Governing Law); and this Section 21 (Survival). The termination or expiration of this agreement shall not relieve either Party hereto of any obligation or liability accruing prior to the effective date of such termination. All other rights and obligations of the parties, unless expressly provided otherwise, will cease upon termination or expiration of this agreement.
All claims, controversies and dispute arising under or related in any manner whatsoever to the agreement, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties under the agreement shall be governed by and interpreted in accordance with the laws of State of New York and the laws of the United States of America applicable therein, without regard to any conflicts of law principles. The U.N. Convention on Contracts for the International Sale of Goods shall not apply.