About L3Harris Technologies
L3Harris Technologies is a leading manufacture of Autonomous Underwater Robots for security, water quality, research, survey and other applications. Founded in 2003, the company's innovative products are used in a variety of applications where performance, quality and reliability are critical.
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L3Harris Technologies
275 Martine Street
Fall River, MA 02723 USA
Phone: 1 (508) 678-0550
Fax: 1 (508) 678-0552
Technical Questions email: iver.support@L3Harris.com
Sales Questions email: iver.sales@L3Harris.com
Corporate Website:
L3Harris OceanServer Terms of Sale (Rev 1/26/2022):
L3HARRIS TECHNOLOGIES, INC.
DOMESTIC STANDARD CONDITIONS OF SALE FOR ITS OCEANSERVER BUSINESS UNIT
Unless otherwise agreed in writing, the following Standard Conditions of Sale shall apply to any Buyer’s Order accepted by L3Harris Technologies, Inc., through its wholly owned subsidiary L3 Technologies, Inc., acting by and through its OceanServer business unit (hereinafter “Seller”). The Buyer-Seller contract shall be formed when Buyer’s Order is accepted by Seller.
1. PRICES.
Prices for all Seller supplied products (including Software as defined below) (“Products”) and services are current as of the date of Seller’s quotation (the “Quotation”), but are subject to change if Buyer requests changes or Delivery is delayed due to Buyer’s delay in furnishing needed information. Prices are exclusive of all taxes, which for the purpose of these terms includes all taxes, assessments, import duties or other charges imposed by any government except for taxes based on Seller’s net income, all of which shall be paid directly by Buyer. If for any reason Seller is required to pay taxes on behalf of the Buyer, the Buyer shall reimburse Seller upon invoice for any taxes which Seller pays.
2. ACCEPTANCE OF BUYER’S ORDER.
Seller’s acceptance of Buyer’s Order is expressly made conditional on Buyer’s acceptance of these Domestic Standard Conditions of Sale, which are in lieu of any additional or different terms contained in Buyer’s Order or other document of communication pertaining to Buyer’s Order. Buyer’s assent to the terms and conditions contained herein shall be conclusively presumed from Buyer’s acceptance of all or any part of the Products or services or from any payment, whether in full or partial, by Buyer.
3. ORDER, TERMS OF PAYMENT &
CONFIRMATION.
A. Unless otherwise stated in the Quotation, Buyer shall
provide payment upon delivery.
B. Orders are subject to Seller’s written confirmation
and approval by Seller’s credit department.
C. Payment terms are net thirty (30) calendar days from
the date of the invoice.
D. Invoices not paid when due are subject to a finance
charge of one and one half percent (1.5%) per month
or the maximum rate permitted by law, whichever is
less. If after default, this contract is placed with an
attorney for collection, Buyer agrees to pay
reasonable attorney’s fees.
4. DELIVERY, ACCEPTANCE AND RISK OF LOSS.
A. Unless otherwise stated in the Quotation, delivery
shall occur ex-works (Incoterms 2020) on carrier’s
equipment at Seller’s facility, (“Delivery”).
B. Acceptance shall occur upon Delivery and will be
presumed unless Buyer demonstrates within
fourteen (14) days thereafter that the Product does
not conform to the warranty set forth herein. Buyer
agrees to make inspection of the Products delivered
hereunder immediately upon receipt thereof.
C. Risk of loss shall pass to Buyer upon Delivery.
Transportation shall be at Buyer’s sole risk and
expense, and any claims for loss or damage in transit
shall be against the carrier only.
5. WARRANTY.
A. Seller warrants to the original purchaser for use
(hereinafter “Buyer”) that Equipment manufactured
by or for the Seller shall be free from defects in
material and workmanship and shall conform to its
published specifications for a period of twelve (12)
months. With respect to all non-Seller Equipment,
Seller gives no warranty, and only the warranty, if
any, given by the manufacturer shall apply.
B. During the Warranty Period, if equipment fails to
meet the foregoing warranties, Seller shall, at its
option, correct the failure by: (1) repairing defective
or damaged parts or equipment, or (2) making
available any necessary repaired or replacement
parts, or (3) by providing new or refurbished parts or
new or refurbished equipment. Seller will be
responsible for shipping charges incurred in returning
repaired parts, replacement parts, or equipment to
Buyer. All warranty work must be conducted during
normal business hours at Seller’s place of business.
Any repaired or replacement parts or equipment
furnished hereunder shall be warranted for the
remaining unexpired portion of the original Warranty
Period of that part or equipment. The original
Warranty Period shall not be extended, unless
agreed to in writing by Seller. Where such failure
cannot be corrected by Seller’s commercially reasonable efforts, Seller will refund to Buyer the fees
paid for the parts or equipment less depreciation.
C. Seller’s obligations under Paragraph C shall not
apply to any Equipment, or part thereof, which (i) has
been modified or otherwise altered other than
pursuant to Seller’s written instructions or written
approval or, (ii) is normally consumed in operation or,
(iii) has a normal life inherently shorter than the
warranty periods specified, or (iv) is not properly
stored, installed, used, maintained or repaired, or, (v)
has been subjected to any other kind of misuse or
detrimental exposure, or has been involved in an
accident.
D. The preceding paragraphs set forth the exclusive
remedies for claims based upon defects in or
nonconformity of the Equipment, whether the claim is
in contract, warranty, tort (including negligence),
strict liability or otherwise, and however instituted.
Upon the expiration of the warranty period, all such
liability shall terminate. The foregoing warranties are
exclusive and in lieu of all other warranties, whether
oral, written, expressed, implied or statutory. NO
IMPLIED OR STATUTORY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR
PARTICULAR PURPOSE SHALL APPLY.
6. LIMITATIONS OF LIABILITY.
A. THE TOTAL LIABILITY OF SELLER, INCLUDING
ITS SUBCONTRACTORS OR SUPPLIERS, ON
ANY AND ALL CLAIMS WHETHER IN CONTRACT,
WARRANTY, TORT (INCLUDING NEGLIGENCE
OR INTELLECTUAL PROPERTY INFRINGEMENT)
OR OTHERWISE, ARISING OUT OF, CONNECTED
WITH, OR RESULTING FROM THE
PERFORMANCE OR NON-PERFORMANCE OF
ANY AGREEMENT RESULTING HEREFROM OR
FROM THE MANUFACTURE, SALE, DELIVERY,
RESALE, REPAIR, REPLACEMENT OR USE OF
ANY EQUIPMENT OR THE FURNISHING OF ANY
SERVICE, SHALL NOT EXCEED THE PRICE
ALLOCABLE TO THE EQUIPMENT OR SERVICE
WHICH GIVES RISE TO THE CLAIM. EXCEPT AS
TO TITLE ANY SUCH LIABILITY SHALL
TERMINATE UPON THE EXPIRATION OF THE
APPLICABLE WARRANTY PERIOD SPECIFIED IN
THE ARTICLE ENTITLED “WARRANTY”.
B. IN NO EVENT, WHETHER AS A RESULT OF
BREACH OF CONTRACT, WARRANTY, TORT
(INCLUDING NEGLIGENCE OR INTELLECTUAL
PROPERTY INFRINGEMENT) OR OTHERWISE,
SHALL SELLER, OR ITS SUBCONTRACTORS OR
SUPPLIERS, BE LIABLE FOR ANY SPECIAL,
CONSEQUENTIAL, INCIDENTAL, INDIRECT OR
EXEMPLARY DAMAGES, INCLUDING, BUT NOT
LIMITED TO, LOSS OF PROFIT OR REVENUES, LOSS OF USE OF THE EQUIPMENT OR ANY
ASSOCIATED EQUIPMENT, COST OF CAPITAL,
COST OF SUBSTITUTE GOODS, FACILITIES,
SERVICES OR REPLACEMENT POWER,
DOWNTIME COSTS OR CLAIMS OF BUYERS
CUSTOMERS FOR SUCH DAMAGES. IF BUYER
TRANSFERS TITLE TO, OR LEASES THE
EQUIPMENT SOLD HEREUNDER TO, OR
OTHERWISE PERMITS OR SUFFERS USE BY,
ANY THIRD PARTY, BUYER SHALL OBTAIN
FROM SUCH THIRD PARTY A PROVISION
AFFORDING SELLER AND ITS
SUBCONTRACTORS AND SUPPLIERS THE
PROTECTION OF THE PRECEDING SENTENCE.
7. INDEMNIFICATION.
A. Buyer agrees to defend, indemnify and hold harmless
Seller, its parent, subsidiaries and affiliates, and their
respective directors, officers, employees and
representatives, harmless from any claims,
demands, liabilities, costs, expenses or judgments
arising in whole or in part, directly or indirectly, out of
the negligence by Buyer or Buyer’s customers,
agents, or employees involving the use of the
Products or services supplied by Seller. This
indemnification shall include all costs, attorney’s fees
and other expenses paid or incurred by or imposed
upon Seller in connection with the defense of any
such claim.
B. Buyer agrees to notify Seller promptly in writing of
any notice, suit or other action against Buyer based
upon a claim that the Products or services delivered
by Seller under this Order, infringe a U.S. patent,
copyright, or trade secret of a third party. Seller will
defend at its expense any such action, except as
excluded below, and shall have full control of such
defense, including all appeals and negotiations.
Buyer will provide reasonable assistance to Seller in
such defense. Seller will pay all settlement costs or
damages awarded against Buyer, but Seller shall
not be liable to Buyer for any indirect, consequential
or incidental damages, including but not limited to,
loss of profits.
C. In the event of such notice, suit or action, Seller may
at its option and at its expense procure for Buyer the
right to continue using the Product or services or
modify the Product or services to render such noninfringing,
or accept return of the Product and
replace such with a substantially equivalent noninfringing
Product, or accept return of the Product
and refund or credit to Buyer the amount of the
original purchase price, less a reasonable charge
for depreciation and damage.
D. The preceding agreements by Seller in this clause
shall not apply (1) to any Product or portion thereof,
manufactured to specifications furnished by or on behalf of Buyer; (2) to any infringement arising out of
the use of the Product or services in combination with
other equipment not furnished by Seller; (3) to use in
a manner not normally intended; (4) to any patent,
copyright, or trade secret in which Buyer, or
subsidiary or affiliate thereof, has a direct or indirect
interest; (5) if the claim arises out of compliance with
an industry standard (6) if Buyer did not provide
Seller with prompt notice, authority, information and
assistance necessary to defend the action; (7) if any
supply to be furnished under this Order is to be
delivered to the United States Government, unless
Buyer’s contract with the Government for the product
obligates Buyer to provide indemnification to the
Government for intellectual property rights
infringement, but in that event, only to the same
extent as Buyer’s obligation. The foregoing states the
entire liability of Seller for patent, copyright,
trademark and trade secret infringements by the
Products or services delivered by Seller under this
Order.
8. EXCUSABLE DELAYS.
Seller shall not be liable for delays in delivery or
performance or for failure to manufacture or deliver or
perform due to (i) causes beyond its reasonable control,
or (ii) acts of God, acts of Buyer, acts of civil or military
authority, governmental priorities, strikes or other labor
disturbances, floods, epidemics, war, riot, delays in
transportation or car shortages, or (iii) inability on account
of causes beyond the reasonable control of Seller or its
suppliers to obtain necessary materials, components,
services, or facilities. In the event of any such delay, the
date of delivery or of performance shall be extended for a
period equal to the time lost by reason of the delay.
9. SECURITY TITLE.
Security title and right of possession without legal process
of the Equipment sold hereunder shall remain with the
Seller until all payments hereunder (including deferred
payments whether evidenced by note or otherwise) shall
have been made in cash, and the Buyer agrees to do all
acts necessary to perfect and maintain such right and
security title in the Seller. It is the intention of the parties
that the Equipment delivered hereunder shall remain
personal property until all payments have been made in
full.
10. CHANGES.
Buyer may at any time request changes to the order
within the general scope of work called for. If such
changes cause an increase or decrease in the price of
the Product, Buyer shall be notified to this effect, and
Seller shall not be obligated to proceed with such
changes until it receives a written change order, and
agrees in writing to accept such change. Seller shall also be entitled to an extension of the delivery schedule
as a result of such change(s).
11. CANCELLATION CHARGES.
A. Orders accepted by Seller are subject to cancellation
by Buyer only upon the express written consent of
Seller. Upon such cancellation and consent, Seller
shall cease work and hold for Buyer all completed
and partially completed Products and work in
progress and Buyer shall pay Seller for all work and
materials that have been committed to and/or
identified to Buyer’s Order plus a cancellation charge
as prescribed by Seller, in addition to a reasonable
profit to Seller.
B. If the products to be furnished under this order are to
be used in the performance of a Government contract
or subcontract, and the Government terminates such
contract in whole or part, this order may be canceled
in the same proportion and the liability of Buyer for
termination allowances shall be determined by then
applicable regulations of the Government regarding
termination of contracts. Supplier may cancel this
order if in Supplier's judgment. Buyer's financial
condition does not justify the terms of payment
specified in which case Supplier may cancel any
unfilled orders unless Buyer shall, upon Written
notice, immediately pay for all goods delivered or
shall pay in advance for all goods ordered but not
delivered, or both, at Supplier's option.
12. OBSOLESCENCE OF PARTS.
While Seller intends to provide parts in accordance with
original design requirements, Seller reserves the right to
make part substitutions provided the substituted part has
the same form, fit and function as the item it replaces.
13. CONFIDENTIAL INFORMATION.
Buyer acknowledges that all drawings, diagrams,
specifications, devices, information, documents and other
materials (except as established to be in the public
domain) furnished by Seller and identified as
“Confidential” or “Proprietary Information”, including but
not limited to manuals provided by Seller (“Confidential
Information”), contain valuable proprietary information or
trade secrets developed at great expense by Seller.
Buyer agrees to hold Confidential Information in
confidence, and not to use, reproduce, distribute, or make
available Confidential Information except to Buyer’s
employees (and agents who agree to these terms) who
may use it as part of their duties. Buyer agrees to report
promptly to Seller any unauthorized disclosure of any
Confidential Information.
14. SOFTWARE LICENSE.
As part of this transaction, computer software, firmware
and associated documentation (“Software”) may be delivered in printed or machine -readable form. Under
this Agreement, Buyer is granted a non-exclusive, royaltyfree
license to use Software solely on the Product
designated in the Quotation in the normal course of
Buyer’s business, and for no other purpose or business;
no source code will be supplied. This License may be
transferred only upon transfer of the Product. All right,
title and interest in intellectual property and associated
intellectual property rights in any data, documentation, or
software delivered under this Agreement or embedded in
Products delivered, and any derivatives thereof are
exclusively vested in and shall remain with Seller, and
their structure, organization and code are the valuable
trade secrets of Seller. Software is agreed to contain, and
shall be treated as, Confidential Information. Buyer shall
maintain all copyright, proprietary and other notices on
Software, and shall not modify, adapt, translate,
decompile, disassemble or reverse engineer or otherwise
attempt to discover the source code or object code of any
delivered Products or software unless such restriction is
deemed a violation of the law (All information necessary
to achieve interoperability with independent computer
programs is available from Seller in accord with applicable
provisions of the U.S. and other government directives
concerning software interoperability). The Buyer shall not
cause any copyright, identification labels or legal notices
contained with the Products, software, or data to be
modified, removed, suppressed, or in any other way made
inconspicuous. The Buyer shall make only a single copy
of the software for use only as a backup and shall label
the copy of the software with the copyright, trademark and
proprietary notices in the same form which appear in or
on the software and related materials delivered to Buyer
by Seller. All delivered software, documentation, and
design information shall be considered Confidential
Information of Seller and shall not be disclosed by Buyer
to a third party, except as expressly permitted by this
Agreement, or as approved in writing by Seller. No
markings, of any kind, shall be removed from any
delivered Products, software, documentation, packaging,
or media. Buyer acknowledges and agrees that any
violation of this Software License clause will amount to
irreparable harm to Seller and Seller will be entitled, in
addition to any other rights and remedies it may have at
law or in equity, to injunctive relief without the necessity
of posting bond. Buyer shall be responsible for
indemnifying Seller for any cost incurred by Seller to
prevent such injury. Buyer may not rent, lease, transfer,
network, display, or distribute the Software. Buyer may
install copies of the software solely as needed to make
use of these license rights. The terms and conditions of
the licenses granted by this Agreement will apply to any
and all upgrades, enhancements, updates and modified
versions of the Software that may be provided by Seller
to the Buyer. No other licenses to the Software are
granted to the Buyer or any third-party. If Buyer sells or otherwise disposes of Buyer-owned media on which any
Software is fixed, such media must be erased before any
sale or disposal. Seller is under no obligation to supply
updates to the software except where expressly agreed
to by the parties in writing.
15. GENERAL.
A. Buyer shall be responsible for the timely obtaining of
and payment for any license, permit or other
governmental authorization required in connection
with this transaction, including but not limited to any
export or import license, exchange permit, or the like,
even if any such authorization is applied for by Seller.
Buyer and Seller shall provide reasonable assistance
to each other in securing such authorizations. Seller
shall not be liable and Buyer shall not be relieved of
its obligations hereunder if any such authorization is
delayed, denied, revoked, restricted or not renewed.
Buyer represents and agrees that it will deal with all
items purchased hereunder and all technical data
and technology relating thereto in conformity with all
applicable laws and regulations of the U.S., including
the U.S. Foreign Corrupt Practices Act and all U.S.
export licensing laws. Buyer agrees that it shall not
trans-ship, divert, re-export or otherwise dispose of
any U.S.-origin goods or technology obtained from
Seller except as said laws and regulations may
expressly permit.
B. The provisions of these conditions of sale are for the
benefit of the parties hereto and not for any other
person. The delegation or assignment by Buyer of
any or all of its duties or rights hereunder without
Seller’s prior written consent shall be void.
C. Each Party will comply with applicable federal, state
and local laws and regulations as of the date of
Seller’s acceptance of Buyer’s Order which relate to
equal employment opportunity (including applicable
provisions of Executive Order 11246, as amended),
workmen’s compensation, and the manufacture in
Seller’s facilities of the Products delivered hereunder
(including applicable provisions of the Fair Labor
Standards Act of 1938, as amended). The price and,
if necessary, delivery of any Equipment will be
equitably adjusted to compensate Seller for the cost
of compliance with laws or regulations except as
specified above.
D. Upon execution, this contract shall be governed and
construed in accordance with the laws of the State of
Florida without reference to its conflict of laws
provisions or the UN Convention for the International
Sale of Goods. Buyer and Seller specifically agree
that any controversy, claim, or action relating to the
relationship between the parties, this contract, or the
Products or services purchased or licensed
hereunder, shall be brought and tried in Florida. All objections to venue are hereby waived by Buyer, and
Buyer consents to service or process by certified mail
or courier service addressed to the Buyer address on
the front of the Quotation. The parties hereby waive
trial by jury with respect to any dispute relating to this
contract. Any failure of either party to require
performance by the other party of any obligation shall
not affect said party’s full right to require such
performance at any other time. The waiver by any
party of any remedy for breach of any provision
hereof shall not be taken as a waiver of any remedy
with respect to any other breach of such provision or
any other provision. Each provision of this contract
shall be treated as separate and independent, and
the unenforceability of any one provision shall not
impair the enforceability of any other. To the extent
any provision is held to be excessively broad or
unenforceable, it shall be construed by limiting and
reducing it to be enforceable to the full extent
possible. These Domestic Standard Conditions of
Sale constitute the entire understanding between
Buyer and Seller concerning the subject hereof, and
any representation, promise, understanding,
proposal, agreement, warranty, course of dealing or
trade usage not expressly contained or referenced
herein shall not be binding on Seller. No modification,
amendment, recission, waiver or other change shall
be binding on Seller unless assented to in writing by
Seller.
E. SELLER DOES NOT ASSUME ANY OBLIGATIONS
OR LIABILITIES IN CONNECTION WITH THE SALE
OF ITS PRODUCTS OTHER THAN THOSE
EXPRESSLY STATED IN THIS INSTRUMENT AND
DOES NOT AUTHORIZE ANY PERSON
(INCLUDING SELLER’S MANUFACTURER’S
REPRESENTATIVES AND SALES AGENTS) TO
ASSUME FOR SELLER ANY OTHER
OBLIGATIONS OR LIABILITIES.
16. PRODUCT MODIFICATIONS
Seller is not responsible for any vehicle damage derived
from integration of third-party sensors and software or any
other activities involved with modification to the vehicle or
its software.
17. COSMETICS
Buyer acknowledges that minor cosmetic scratches may
occur during final in-water factory testing and releases
Seller of any liability associated with such damage,
provided that said damage does not materially impair the
operation of the Product.