THIS DOCUMENT CONTAINS IMPORTANT INFORMATION REGARDING BUYER RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO BUYER. PLEASE READ IT CAREFULLY.
BY PLACING AN ORDER FOR PRODUCTS FROM THIS WEBSITE, BUYER AFFIRMS THAT BUYER IS OF LEGAL AGE TO ENTER INTO THIS E-COMMERCE TRANSACTION, AND ACCEPTS TO BE BOUND BY THESE TERMS AND CONDITIONS. BUYER AFFIRMS THAT IF BUYER PLACES AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, BUYER HAS THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIATION OR COMPANY TO THESE TERMS AND CONDITIONS.
BUYER MAY NOT ORDER OR OBTAIN PRODUCTS FROM THIS WEBSITE IF BUYER (i) DOES NOT AGREE TO THESE TERMS;, (ii) IS NOT THE OLDER OF (A) AT LEAST 18 YEARS OF AGE OR (B) LEGAL AGE TO FORM A BINDING CONTRACT WITH WOODWARD, INC.;, OR (iii) IS PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS OR PRODUCTS BY APPLICABLE LAW.
1. Applicability. These Terms and Conditions apply to the purchase of the goods (“Product” or “Products”) through Woodward.com (the “Site”), and are subject to change by Woodward, Inc. (“Woodward”) without prior written notice at any time. Any changes to these Terms and Conditions will be in effect as of the “Last Updated Date” referenced on the Site. By entering into an e-commerce transaction to purchase any Product through the Site (an “Order”), Buyer affirms that is has reviewed these Terms and Conditions prior to purchasing such Product. Buyer’s continued use of the Site after the “Last Updated Date” will constitute Buyer’s acceptance of and agreement to any such changes. These Terms and Conditions take precedence over any and all other terms and conditions and agreements that may be in place between Woodward and Buyer for this Order.
3. Acceptance. All purchases by Buyer are expressly limited and conditioned upon acceptance of these Terms and Conditions, and Woodward expressly rejects any provision, printed or otherwise contained in any Order, acceptance, confirmation, acknowledgement, or other Buyer communication which is inconsistent with, different from, or in addition to these Terms and Conditions unless specifically agreed to in writing by Woodward. Performance under any Order does not constitute acceptance of any Buyer terms. Woodward will not be deemed to have waived these Terms and Conditions if it fails to object to provisions submitted by Buyer. Buyer’s use of the e-commerce Site for any purchase constitutes its acceptance to these Terms and Conditions. If Buyer places an Order under these Terms and Conditions, Woodward will have an opportunity to review and make comments to the contents of the Order. Woodward’s comments will be deemed accepted and incorporated into the Order unless Buyer specifically objects in writing within ten (10) days. Woodward reserves the right to reject any Order submitted by Buyer. All Orders are subject to availability of the Product. If Buyer urgently requires a Product, Buyer is encouraged to contact Buyer’s customer service representative instead of using the Site.
4. Taxes. When used in these Terms and Conditions, taxes means any and all federal, state, municipal, value-added, or other governmental entity’s excise, sales, use, or any other tax or customs duties now in force or enacted in the future (“Taxes”). Buyer is responsible for including any applicable sale-for-resale certificates (“Exemption Certificates”) with the Order. If no Exemption Certificate is included, Buyer will be charged for any and all Taxes applicable to the Order.
5. Payment. Woodward accepts ACH wire transfer and approved credit cards for all purchases. Upon Order, Woodward will place a reserve on Buyer’s credit card until the Order is shipped. The balance of the Order will be charged when the Product is shipped. Buyer represents and warrants that (i) the credit card information that Buyer supplies to Woodward is true, correct, and complete, (ii) Buyer is duly authorized to use such credit card for the purchase, (iii) charges incurred by Buyer will be honored by Buyer’s credit card company, and (iv) Buyer will pay charges incurred by Buyer at the posted prices, including all applicable Taxes, if any, regardless of the amount quoted on the Site at the time of the Order.
6. Prices. The prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a Product will be the price advertised on this Site at the time the Order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in the Order confirmation email. Prices will exclude Taxes and shipping costs. All such Taxes and shipping costs will be added to the total price and will be itemized in the shopping cart and in the Order confirmation email. Prices include standard packing for domestic shipment and are subject to an increase equal in amount to any Tax Woodward may be required to collect or pay upon the production or sale of Products covered hereby. Woodward reserves the right to correct any inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability at any time, and to cancel any Orders arising from such occurrences.
7. Delivery. Woodward will deliver the Products in accordance with its standard lead-time for the Products being ordered. Products will be shipped according to the weight of the Product and according to Buyer requests. Woodward makes no warranty or guaranty as to the amount of time it will take to deliver the Products. While Woodward will endeavor to meet the agreed to delivery date, it will not be liable for any loss or damage (including any loss of use or loss of profits) incurred by Buyer as a result of any failure to deliver on a particular date. Risk of loss and title to the Products will pass to Buyer upon delivery of the Products at Buyer’s facility. Woodward reserves the right to impose additional charges for any special routing, packing, labeling, handling or insurance requested by Buyer.
8. Returns. Buyer may return any Product for any reason by obtaining a Return Material Authorization from a Woodward Customer Service Representative. Buyer will be responsible for any and all costs of shipping the Product to Woodward, and will be liable for any loss or damage to the Product until its delivery at Seller’s facility. Buyer will also be charged a restocking fee, to be calculated as a percentage of the purchase price of the Product returned.
9. Communications. Buyer agrees that Woodward may contact Buyer to provide Buyer with quality information about Products Buyer has ordered. Buyer also agrees that in the event a Product becomes obsolete, Woodward may notify Buyer of such obsolescence and may recommend alternative Products.
(a) Product Warranty. Woodward warrants its Products provided hereunder will be free from defects in materials and workmanship for a period of one (1) year from the date of shipment of the Product to the Buyer. Woodward’s liability hereunder is limited to repairing or replacing any Products that have been returned to Woodward and are found by Woodward to be defective. Woodward will use only Woodward acquired component parts when conducting warranty repairs; Woodward will not accept customer supplied component parts for use in such repairs. Buyer must provide the reason for return of the Product, details regarding the defect or failure and any documentation that must be provided to Woodward with the shipment of the repaired or replaced Product. The Buyer will pre-pay transportation and handling cost for all Products returned to Woodward hereunder. At Woodward's election, Woodward will either repair or replace Products that are returned to Woodward and that are verified by Woodward as being defective. Woodward will have the sole right to determine whether such parts will be repaired or replaced. If Woodward is unable to verify a defect, the Buyer will be required to pay Woodward’s expenses incurred in the tear-down, evaluation, test and re-shipment of the Product to the Buyer.
This warranty applies to new, repaired and replaced Products, including parts thereof. With respect to repaired or replaced Products or parts thereof, the balance of the warranty period remaining from the time of original shipment of such Products or parts to the Buyer will apply to the repaired or replaced Products or parts. In no event will a new warranty period apply to such repaired or replaced Products or parts thereof.
(b) Limitations. The sole obligation of Woodward under this Section 710, Warranty, is to repair or replace, at its option any Woodward Product which is defective. Other than the foregoing repair or replacement, Buyer shall have no other remedy against Woodward. This warranty will not apply to any sample, prototype or test unit or to any Product that has been: improperly installed, shipped or transported; subjected to abuse, neglect, misuse or misapplication; damaged by bird strike or accident, by contaminated fuel, environmental conditions, overload conditions, operated contrary to Woodward specifications or data sheets in effect on the date of the Order or any other condition for which the Product was not designed; or repaired or altered by Buyer or a third party other than Woodward's authorized representative. In addition, no warranty is given on any Product or part thereof that was not manufactured by Woodward or Products normally consumed in operation or which have a normal life inherently shorter than the foregoing warranty period, including, but not limited to, seals, O-rings, gaskets, filter cartridges, filter inserts or spark plugs. No agreement extending, expanding or supplementing this Warranty will be binding upon Woodward unless in writing and signed by an authorized representative of Woodward.
THESE WARRANTIES ARE THE EXCLUSIVE WARRANTIES AND IN LIEU OF OTHER WARRANTIES, WHETHER WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. IN NO EVENT WILL WOODWARD BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.
11. Changes. Buyer will make no changes in software programming incorporated in or furnished with any Woodward Product, unless first authorized or requested to do so by Woodward. Any liability arising from any unauthorized changes will be Buyer’s responsibility.
Woodward may at any time, at its sole discretion and without notice to Buyer, make changes to the Products, including the source of supply of any components thereto, that do not adversely affect the interface of such Products with Buyer’s associated equipment for any performance specifications for such Products.
12. Confidentiality. Buyer may receive or become exposed to Woodward’s confidential or proprietary information, including but not limited to designs, technical documents, instructions, trade secrets, data or know how pertaining to the Products covered under the Order (collectively “Confidential Information”). Confidential Information will not include information that: (a) is already known to Buyer prior to the disclosure by Woodward without an obligation of confidentiality; (b) is or becomes available to the general public through no act or fault of Woodward; or (c) is rightfully disclosed to Buyer by a third party without an obligation of confidentiality.
Buyer agrees that it will maintain the Confidential Information of Woodward in confidence and will use such information only for the purposes of the Order. Confidential Information may be disclosed by Buyer within its organization only to specific employees who have a need to know such information for the purposes of the Order and inform those employees of these Terms and Conditions. Buyer will not transmit or disclose Confidential Information to others without the prior written consent of Woodward. Buyer warrants that it will not divulge, disclose or in any way distribute or make use of Confidential Information, and that it will not manufacture, repair (or enable a third party to manufacture or repair), alter, modify, decompile, disassemble, reverse engineer, translate or create derivative works of Woodward’s Products. Upon the earlier of: (i) termination; (ii) expiration; or (iii) completion of performance of Woodward’s obligations under the Order, Buyer will return to Woodward any Woodward Confidential Information, including all copies thereof.
13. Tooling and Data. Woodward owns all rights to all specifications, drawings, engineering instructions, data, material, equipment, software, processes, facilities and tooling, including, but not limited, to jigs, dies, fixtures, molds, patterns, taps, gauges, test equipment, manufacturing aids and replacements items, now existing or hereafter created, except to the extent that title is specifically transferred in writing from Woodward to Buyer.
14. Software License. In the event any “embedded software” or “software documentation” in any form (referred to collectively as Licensed Software) is delivered to Buyer in connection with an Order that is not subject to a separate software license executed by the parties, Buyer is granted a nonexclusive, limited license, in the case of embedded software or software documentation, use such embedded software or software documentation only in the course of the normal operation of the Products on which it is installed.
The Licensed Software is Woodward’s Confidential Information. Woodward retains title to all Licensed Software and any applicable copyrights, patents, and trade secrets. Unless otherwise specifically authorized by Woodward in writing, Buyer is prohibited from making copies of Licensed Software, except for one copy for archival purposes.
Buyer will not remove any copyright notice or proprietary legend from the Licensed Software, or use the Licensed Software with any hardware except with the hardware for which it is designed. Buyer may transfer the Licensed Software in conjunction with the resale of the Products, or Buyer’s product, but only under terms consistent with and no less stringent than the terms set forth in this Section 14. Software License. Buyer's transferees may use the Licensed Software to the extent set forth above. The rights granted herein may be terminated by Woodward immediately upon notice of Buyer’s default under these Terms and Conditions.
Buyer may not either itself or with the assistance of others, modify the Licensed Software including, but not limited to, translating, decompiling, disassembling or reverse assembling, reverse engineering, creating derivative or merged works, or performing any other operation on Licensed Software to recover any portion of the program listing, object code, source code, or any information contained in the Licensed Software.
Notwithstanding the warranties provided elsewhere herein, Buyer acknowledges that Licensed Software may be Product, aircraft or sensor specific and, as such, may require reasonable adjustment or refinement to suit Buyer's specific requirements. Buyer will provide reasonable aid to Woodward in accomplishing such adjustments and refinements. Unless otherwise agreed in writing, Woodward will provide Buyer such reasonable adjustments or refinements for a period not to exceed ninety (90) calendar days from delivery of the Licensed Software.
If Buyer is any unit or agency of the U.S. Government or a contractor which will or may supply the Licensed Software to a unit or agency of the U.S. Government, Buyer agrees that the Licensed Software represents “Commercial Computer Software”, that the U.S. Government’s use of the Licensed Software shall be subject to “Restricted Rights,” and that (if Buyer is such a contractor) before the Licensed Software is transferred, it shall be marked with the required Restricted Rights legend(s) as provided in DFARS 52.227.7013 or similar regulation by any other applicable unit or agency of the US Government.
WOODWARD DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. THE LICENSED SOFTWARE IS FURNISHED "AS IS" WITH ALL FAULTS. WOODWARD DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AGAINST INFRINGEMENT, OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM TRADE OR CUSTOM.
15. Limitation of Liability. WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT OR OTHERWISE, IN NO EVENT WILL WOODWARD BE LIABLE FOR ANY INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INDIRECT DAMAGES, LOSS OF PROFITS, LOSS OF REVENUES OR LOSS OF USE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES TO THE EXTENT PERMITTED BY APPLICABLE LAW. WOODWARD’S LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THE SUPPLY OF ANY PRODUCT IS LIMITED TO THE ORDER PRICE FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.
16. Intellectual Property Liability. Woodward will have no obligation to defend and no liability to Buyer for any costs, losses or damages, to the extent that an infringement allegation is based upon: (a) Buyer’s use of the Product in combination with any other Product, software or equipment; (b) Buyer’s use of the Products in a manner or for an application other than for which they were designed or intended, regardless of whether Woodward was aware of or had been notified of such use; (c) Buyer’s use of the Products in a manufacturing or other process; (d) Buyer’s modifications to the Products; (e) Woodward’s compliance with Buyer’s particular design, instructions or specifications; or (f) Woodward’s compliance with any industry or proprietary standard or Buyer’s use of the Products to enable implementation of any industry or proprietary standard.
If an infringement claim is made or if Woodward believes that an infringement claim is likely, Woodward may, at its option and at its expense, and with no further liability to Buyer: (i) procure for Buyer the right to continue using the Products; (ii) replace or modify the Products so that it becomes non-infringing; or (iii) accept return of the Products and grant Buyer a credit for the purchase price paid to Woodward for such Products, less a reasonable depreciation for use, damage, and obsolescence. Further, Woodward may cease shipping infringing Products without being in breach of the Order or these Terms and Conditions.
THIS SECTION STATES WOODWARD’S ENTIRE LIABILITY AND BUYER’S SOLE RECOURSE AND REMEDY WITH RESPECT TO INFRINGEMENT. ALL OTHER WARRANTIES AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, STATUTORY, EXPRESS OR IMPLIED, ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY DISCLAIMED.
17. Cancellation. Buyer may cancel an Order prior to its shipment by cancelling the Order online or by contacting a Woodward customer service representative by phone or by e-mail. Buyer may check the status of an Order through Buyer’s Woodward customer account. For any Order that has already been shipped, please follow Woodard’s Returns process.
18. Compliance with Laws. Buyer will: (a) comply with and ensure that Buyer’s Personnel comply with all applicable laws; all reasonable directions and orders given by Seller’s representatives which are in accordance with this Agreement; and all data protection, drug and alcohol, safety, health and environment guidelines, rules and procedures provided to Buyer by Seller; (b) obtain at Buyer’s expense any necessary licenses or permits for the purchase of the Products pursuant to this Agreement; (c) where Seller is required to comply with any applicable laws with respect to its use of the Products, Buyer shall, upon written notice from Seller, cooperate with Seller in providing information or certification of the Products. Buyer agrees to obtain any required licenses or approvals. In the performance of this Agreement and the Purchase Orders, Buyer will comply with all applicable U.S. Department of Transportation regulations on hazardous materials and any other pertinent federal, state, or local statutes, laws, rules, or regulations. Buyer shall control the disclosure of and access to technical data, information and other items received under this Agreement in accordance with U.S. export control laws and regulations.
19. Sanctions Programs and Denied Parties. Buyer shall immediately notify Seller if it is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or its export privileges are denied, suspended or revoked. Buyer will not purchase Goods or Services for resale into prohibited countries, or to prohibited entities, or individuals. The list of prohibited countries can change from time to time and it is Seller's responsibility to ensure compliance with such list at all times (located inter alia, http://www.treas.gov/ofac, http://www.bis.doc.gov and http://pmddtc.state.gov/embargoed_countries/index.html.
20. Force Majeure. Woodward will not be liable to Buyer for any failure to meet its obligations arising out of causes beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of any Government authority (including, but not limited to the delay or refusal to issue an export license or its suspension or revocation), fires, floods, earthquakes, unusually severe weather, epidemics, quarantine restrictions, strikes, embargoes, seizure or freeze of assets, riots, strife, insurrection, civil disobedience, armed conflict, terrorism or war (declared or not), or impending threat of any of the foregoing (if reasonably expected to cause injury to people or property), shortages or inability to obtain materials or components, or delays of a subcontractor of Woodward if such delay arises out of causes beyond the reasonable control of both Woodward and the subcontractor. The due date of any performance affected by such an event will be extended by the period of time that Woodward is actually delayed. If the inability to perform continues for longer than six (6) months, either party may terminate the affected Order by providing written notice to the other party.
21. Choice of Law and Disputes. Any and all disputes, disagreements or issues arising out of or in any way related to the Products or Woodward’s performance under the Order will be governed by the laws of the State of Colorado, without regard to its conflict of laws provisions. The parties disclaim any applicability of the U.N. Convention on the International Sale of Goods, 1980, and any successor treaty. Any disputes under the Order or these Terms and Conditions that cannot be settled by mutual agreement of the parties will be submitted to and decided by a court of competent jurisdiction in the state in which Woodward performs the Order.
22. Waiver. The failure of a party to enforce any of the provisions of these Terms and Conditions or any Order will not waive that provision, nor will any such failure prejudice or affect the other party’s right to enforce that provision in the future.
23. Notices. Any notice between the parties relating to an Order will be in writing and in English, and if to Buyer, to Buyer’s authorized representative or, if to Woodward, to Woodward’s authorized representative at the address specified in the Order, or at such other address as a party may by notice specify to the other. A notice is deemed to have been received upon personal delivery, receipt electronically, or one business day following deposit with an overnight courier, or two calendar days following mailing by certified mail, return receipt requested, with a copy sent to: Attention: Legal Dept., Woodward, Inc., 1081 Woodward Way, Fort Collins, CO 80524.
24. Assignment. Seller may assign any rights or obligations under the Order and these Terms and Conditions without the prior written consent of Buyer. Buyer may assign the Order and these Terms and Conditions without consent of Seller in connection with the sale or transfer of all or substantially all of the assets of the business or Product line to which the Order and these Terms and Conditions pertain, provided that assignment is not made to a party’s direct competitor, and the assignee undertakes all obligations set forth in an Order and these Terms and Conditions. Any assignment in violation of this clause will be void.
25. Headings. Headings set forth in these Terms and Conditions are for convenience of reference only and do not alter the meaning, content, or enforceability of any provision hereof.
26. Severability. In the event any provision of these Terms and Conditions is held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions will not be affected and, in lieu of such invalid or unenforceable provision, there will be added automatically as part of these Terms and Conditions provisions as similar in terms as may be valid and enforceable under applicable law.
27. Survivability. Upon expiration, completion or termination of the Order, all rights, duties, and obligations which by their nature should remain in force beyond the expiration, completion or termination of the Order, including, but not limited to Payment; Warranty; Confidentiality; Software License; Limitation of Liability; Intellectual Property Liability; Export Controls; and Articles 19 - 26 hereof, will remain in force following such expiration, completion or termination.
28. Entire Agreement. These Terms and Conditions represent the entire agreement and understanding of the parties hereto and supersede all prior negotiations, discussions, correspondence, communications, understandings, representations and agreements, oral or written between the parties relating to the Order.