STANDARD TERMS AND CONDITIONS
By Acceptance of our services, the Buyer Agrees to the following conditions:
1. AGREEMENT. This offer is expressly limited to the acceptance of the exact terms and conditions contained herein and any acceptance by Buyer shall be deemed an acceptance of each and every said term and condition. This Offer contains a final and exclusive statement of the terms and conditions of the contract between SkyRyders LLC (hereinafter “SkyRyders”) and Buyer relative to this sale of products, materials and/or services described or referred to on the front side hereof. All prior undertakings, writings, and oral representations between the parties hereto shall be superseded by this Agreement. No prior dealings between the parties, no usage of trade, and no industry practice shall be relevant to supplement or explain any term used in this agreement.
2. ACCEPTANCE. This Offer may be accepted in writing, issuance of purchase order, verbal communications or by Buyer’s return of this document to SkyRyders acknowledging acceptance. All proposals shall expire on midnight on the thirtieth day after the date of proposal. Buyer understands and agrees that the goods are specially produced for Buyer and are not suitable for sale or use to others in the ordinary course of SkyRyders’s business. Unless otherwise specified the goods produced copy-write materials and are considered for sole use only by the Buyer and cannot be used by others without the consent of SkyRyders.
3. MODIFICATION. The terms and conditions contained herein can only be modified or waived by a separate written agreement signed by a duly authorized representative of SkyRyders.
4. RESCISSION. This Agreement can only be rescinded by a separate written agreement signed by a duly authorized representative of SkyRyders.
5. WAIVER. Waiver by SkyRyders of any term, provision, or condition hereof shall not be construed as a waiver of any other term, provision or condition, nor shall waiver be deemed a waiver of subsequent breach of the same term, condition or provision.
6. CONTINGENCIES.
Note - It is highly recommended to provide alternative dates for all scheduled operations for any ground or aerial work otherwise the following charges will apply unless otherwise previously agreed upon.
a. SkyRyders shall not be held liable if prevented from performing any of its obligations of the Agreement due to causes beyond its reasonable control, including, but not limited to, events such as fire, flood, drought, earthquake, acts of God, war, riot, strikes, differences with workmen, lockouts, epidemics, quarantines, delays in transportation, shortage of vehicles, fuel, supplies, labor or materials, embargo, governmental orders or legal actions.
b. SkyRyders shall require a minimum of twenty-four (24) hour notice of cancellation or change of any scheduled meetings, photography, video, cinematography, or media session. If the Buyer fails to provide a 24 hour notice a minimum operations charge of $179.00 shall be applied.
c. SkyRyders shall require a minimum of a forty-eight (48) hour notice of cancellation or change of any scheduled aerial flight operation or meeting to obtain flight operation requirements, assessments, photography, video, cinematography, media or data acquisition. If the Buyer fails to provide a 48 hour notice a minimum operations charge of $279.00 shall be applied.
7. TAXES. Listed prices referred to on the front side hereof do not include sales, purchase use, excise delivery, storage transportation, consumption or other taxes payable to any governmental authority in respect to the sale of SkyRyders’s products, materials and/or services. Instead, taxes are to be added to the listed purchase price of such products, materials and/or services and shall be fully paid by Buyer.
8. PRICE.
a. Prices are F.O.B. point of shipment (unless otherwise agreed to) or within 14 days of final acceptance of production materials, etc.
b. Oral and written quotations are subject to acceptance within thirty (30) days from date.
c. Prices on deliverables of SkyRyders LLC’s production are firm, provided it is shipped within the quoted and agreed upon shipment schedule. If Buyer causes shipment to be delayed, SkyRyders reserves the right to invoice at SkyRyders LLC’s price effective at time of shipment.
d. Any excise, sales, use taxes or other taxes imposed by Federal, State, or municipal authority and incurred by SkyRyders applicable to the material sold, shall be to Buyer’s account and are in addition to the prices quoted, unless Buyer provides SkyRyders with a proper tax-exemption certificate. Buyer hereby agrees to indemnify, defend, and hold harmless SkyRyders from any taxes, fines, penalties and costs, including attorneys’ fees, incurred or paid by SkyRyders arising out of any such claim of exemption. This defense and indemnity requirement shall survive this contract and any releases resulting from same.
9. TERMS.
a. Payment due upon receipt of goods or refer to quotation under Terms and Conditions for terms of payment; please note that there are no discounts, unless otherwise specified. SkyRyders may invoice on an installment basis where the Contract Goods are so delivered.
b. For late payment, Buyer is subject to a late charge of eighteen percent (18%) of the unpaid fees per annum (1.5% per month) or the maximum allowed by law, whichever is less.
c. If SkyRyders does not receive payment in full for the Contract Goods and any monies otherwise due by the due date, then SkyRyders may, at its option at any time while the whole or any part of the monies due remain outstanding, take possession of the Contract Goods, or any part, delay or stop future deliveries, and terminate this Agreement, in which case SkyRyders is entitled to recover any loss, including loss of profit, which loss will carry interest under paragraph 2 of this Section.
d. Pro rata retainage fees or back charges will not be accepted by SkyRyders. Buyer will be responsible for all expenses incurred from any collection proceedings.
10. DELIVERY AND SHIPMENT. Any indicated dates of delivery are approximate only.
11. GRANT OF SECURITY INTEREST. As security for the payment in full for the Contract Goods, as a condition of the passage of title to Buyer for the Contract Goods as provided for hereunder, Buyer grants to SkyRyders a first priority security interest in the Contract Goods, whenever located, together with all Accounts, Products and Proceeds of any and all of the Contract Goods (as such terms are defined by the Uniform Commercial Code as from time to time in effect in any applicable jurisdiction). Upon default in payment by Buyer, SkyRyders may exercise all rights of a Secured Party as provided for by the Uniform Commercial Code.
12. DUTY TO INSPECT. Upon Buyer’s receipt of products and materials, and upon completion of SkyRyders LLC’s workmanship, Buyer shall immediately inspect such products, materials and/or workmanship. Notice of nonconforming products, materials and/or workmanship shall be given to SkyRyders within fourteen (14) days after Buyer’s receipt of goods, unless workmanship is provided whereupon notice shall be given within fourteen (14) days of completion of workmanship. Any Product revisions or changes must be communicated within 14 days, whereas the Buyer is entitled to one (1) set of revisions included in the original proposal, otherwise, additional revision charges may apply. Failure to provide notice within fourteen (14) days after date of receipt of products, materials and/or workmanship shall constitute a waiver of Buyer’s remedies.
13. GENERAL CONDITIONS.
a. Contract or custom products made specifically to order are not subject to return for credit. Any portion of non-stock Contract Goods in process of manufacture or production is not subject to cancellation unless in writing. Any charges after manufacture or production has started could necessitate additional charges for all portions of work completed including any material consumed.
b. Quotations are merely negotiations to trade and not offers to contract.
c. SkyRyders reserves the right to correct any factory, engineering, clerical and/or stenographic errors or omissions.
d. Changes in design are made at SkyRyders LLC’s discretion. SkyRyders has no obligation to incorporate these changes prior to change.
e. It is expressly understood that any and all drawings, instructions, and/or technical and engineering services, which SkyRyders may furnish with reference to the installation or use of its Contract Goods, are furnished solely for the review and approval of Buyer and its engineers. SkyRyders makes no representation or warranty with respect to the accuracy or sufficiency of any such information and assumes no obligation or liability for results obtained.
f. Waiver by SkyRyders of a breach of any of these Terms and Conditions shall not be construed as a waiver of any other breach.
g. All drawings, patterns, specifications and information included in SkyRyders proposal or contract, and all other information otherwise supplied by SkyRyders to design, manufacture, erect, operate and maintain the Contract Goods shall be the propriety and confidential property of the SkyRyders and shall be returned to SkyRyders at its request. Buyer shall have no rights in SkyRyders proprietary and confidential property and shall not disclose such proprietary and confidential property to others or allow others to use such property, except as required for the Buyer to obtain service, maintenance, and installation for the Contract Goods purchased from SkyRyders. This clause shall survive the termination of this contract and be in effect as long as the Buyer has possession of any of the SkyRyders proprietary production services or confidential property. Ownership of said information shall remain with SkyRyders, and Buyer shall have the right to use said information only for the use and service of the Contract Goods.
14. PERMISSIBLE VARIATIONS. Unless otherwise specified and agreed upon, all products, materials and/or workmanship shall be furnished subject to SkyRyders standard practices, tolerances, and variations.
15. LAWS, REGULATIONS, AND STANDARDS. SkyRyders makes no representation that its products, materials and/or workmanship conform(s) to local, state, federal, and/or foreign laws, ordinances, regulations and/or codes, or that the SkyRyders products, materials and/or workmanship selected by Buyer will cause Buyer’s operations to comply with any local, state, federal and/or foreign laws ordinances, regulations and/or codes. It is the sole responsibility of the Buyer to select the appropriate SkyRyders products, materials and/or services to meet with such requirements. SkyRyders makes no representation that its products and services conform to any other standards, except as may be otherwise agreed in writing and signed by a duly authorized representative of SkyRyders
16. PERMITS. Buyer is solely responsible for obtaining all governmental permits, authorizations, documents, and/or any other related forms of any nature.
17. LIMITATION OF DAMAGES. In the event of a breach of this Agreement by SkyRyders, the rights of the Buyer are limited to a recovery of the amount paid to SkyRyders for said goods and services. SkyRyders shall in no event be liable for incidental, consequential, special and/or punitive damages resulting from its breach of any terms of the Agreement; nor shall SkyRyders be liable for improper selection of goods and/or services, or for matters concerning counseling and/or advice. No action for breach of any of the provisions of this Agreement may be maintained by Buyer against SkyRyders unless commenced within one (1) year of the date of the accrual of such cause of action.