General Terms and Conditions for the Sale of Goods and Services
1. Applicability.
(a) These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of goods (“Goods”) and services (“Services”) by Air-Cert, LLC, a Delaware limited liability company (“Seller”) to the buyer named on the accompanying quote (“Buyer”). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods and Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.
(b) The accompanying quotation (the “Quote”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.
(c) Notwithstanding anything to the contrary contained in this Agreement, Seller may, from time to time change the Services without the consent of Buyer provided that such changes do not materially affect the nature or scope of the Services or the fees or any performance dates set forth in the Quote. Further, Buyer may substitute airworthy and conforming parts for ordered Goods as permitted by FAA, EASA and UK CAA allowances.
2. Delivery of Goods and Performance of Services.
(a) Except if otherwise set forth on the Quote, the Goods will be delivered within a reasonable time after Buyer approves the Quote. Seller shall not be liable for any delays, loss, or damage in transit.
(b) Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods F.O.B. Seller’s warehouse in Chatworth, California (the “Delivery Point”) using Seller’s standard methods for packaging and shipping such Goods. Buyer shall take delivery of the Goods from the Delivery Point within two (2) weeks from (i) the date of Seller’s pro forma invoice for Goods and related Services or (ii) Buyer’s written notification that the Goods are ready to ship.
(c) If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Seller’s notice that the Goods have been delivered at the Delivery Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage, and insurance). Further, if Buyer fails to take delivery of the Goods in accordance with the pickup schedule set forth herein, Seller will pay Buyer a fee of Two Hundred Dollars ($200.00) for each week, or portion thereof, that the Goods remain uncollected beyond the specified pickup date. Payment of such fee will be due within ten (10) days after receipt of invoice. This fee is in addition to, and not in lieu of, any other remedies available to Buyer under this Agreement or applicable law.
(d) Seller shall use commercially reasonable efforts to meet any performance dates to render the Services specified in the Quote, and any such dates shall be estimates only.
(e) With respect to the Services, Buyer shall (i) cooperate with Seller in all matters relating to the Services; (ii) respond promptly to any Seller request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Seller to perform Services in accordance with the requirements of this Agreement; (iii) provide such customer materials or information as Seller may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
3. Title and Risk of Loss. Title and risk of loss pass to Buyer upon delivery of the Goods at the Delivery Point. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the California Uniform Commercial Code.
4. Buyer’s Acts or Omissions. If Seller’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Seller shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.
5. Inspection and Rejection of Nonconforming Goods.
(a) Buyer shall inspect the Goods upon receipt, and Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of (i) any freight claims within ten (10) days of Buyer’s receipt of the Goods; and (ii) any nonconforming or materially defective Goods within twenty-one (21) days of Buyer’s receipt of the Goods, and, in each case, furnishes such written evidence or other documentation as required by Seller.
(b) If Buyer timely notifies Seller of freight claims or nonconforming or materially defective Goods pursuant to Section 5(a), Seller shall, in its sole discretion, (i) replace such Goods with conforming Goods, or (ii) credit or refund the price for such Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its risk of loss, the nonconforming or materially defective Goods to Seller’s facility located in Chatsworth, California. If Seller exercises its option to replace such Goods, Seller shall, after receiving Buyer’s shipment, ship to Buyer, at Buyer’s risk of loss, the replaced Goods to the Delivery Point.
(c) Buyer acknowledges and agrees that the remedies set forth in Section 5(b) are Buyer’s exclusive remedies for the delivery of nonconforming or materially defective Goods. Except as provided under Section 5(b), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.
6. Price.
(a) Buyer shall purchase the Goods and Services from Seller at the prices (the “Price”) set forth in Quote. If, pursuant to Section 1(a) or in accordance with the parties’ written agreement, the Price should be increased before delivery of the Goods to a carrier for shipment to Buyer, then these Terms shall be construed as if the increased price was originally inserted herein, and Buyer shall be billed by Seller on the basis of such increased price.
(b) Buyer agrees to reimburse Seller for all reasonable travel and out-of-pocket expenses incurred by Seller in connection with the performance of the Services.
(c) All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personal or real property, or other assets.
7. Payment Terms.
(a) Buyer shall pay all invoiced amounts due to Seller within thirty (30) days from the date of Seller’s invoice. Buyer shall make all payments hereunder in US dollars and in accordance with the payment terms and method set forth on the applicable Quote.
(b) Buyer shall pay interest on all late payments at the lesser of the rate of two percent (2%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, reasonable attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods or performance of any Services and stop Goods in transit if Buyer fails to pay any amounts when due hereunder.
(c) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy, or otherwise.
8. Limited Warranty.
(a) Seller warrants to Buyer that for a period of ninety (90) days from the date of delivery of the Goods to Buyer, such Goods will conform to the specifications set forth in the applicable Quote and comply with applicable original equipment manufacturer (“OEM”) or component maintenance manual (“CMM”) standards. To the extent the Goods are provided as part of a repair as indicated on the Status of Work, Box 12 on FAA Form 8130-3 or EASA Form 1, Seller warrants to Buyer that for a period of one-hundred and eighty (180) days from the date the repair Services are completed, such Goods will conform to the specifications set forth in the applicable Quote and comply with applicable OEM or CMM standards. To the extent the Goods are provided as part of an overhaul as indicated on the Status of Work, Box 12 on FAA Form 8130-3 or EASA Form 1, Seller warrants to Buyer that for a period of one (1) year from the date the overhaul Services are completed, such Goods will conform to the specifications set forth in the applicable Quote and comply with applicable OEM or CMM standards.
(b) EXCEPT FOR THE PRODUCT WARRANTIES SET FORTH IN Section 8(a), SELLER MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
(c) Seller warrants to Buyer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. Further, to the extent the Services provided are for repair as indicated on the Status of Work, Box 12 on FAA Form 8130-3 or EASA Form 1, Seller warrants to Buyer that for a period of one-hundred and eighty (180) days from the date such repair Services are completed, such Services will conform to the specifications set forth in the applicable Quote and comply with applicable OEM or CMM standards. To the extent the Services are provided as part of an overhaul as indicated on the Status of Work, Box 12 on FAA Form 8130-3 or EASA Form 1, Seller warrants to Buyer that for a period of one (1) year from the date the overhaul Services are completed, such Services will conform to the specifications set forth in the applicable Quote and comply with applicable OEM or CMM standards.
(d) EXCEPT FOR THE SERVICES WARRANTIES SET FORTH IN Section 8(c), SELLER MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVICES. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
(e) Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods. For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
(f) The Seller shall not be liable for a breach of the warranties set forth in Section 8(a) or Section 8(c) unless: (i) Buyer gives written notice of the defective or non-conforming Goods or Services, as the case may be, reasonably described, to Seller within three (3) days of the time when Buyer discovers or ought to have discovered the defect; (ii) if applicable, Seller is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 8(a) to examine such Goods and Buyer (if requested to do so by Seller) returns such Goods to Seller’s place of business at Seller’s cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer’s claim that the Goods or Services are defective or non-conforming.
(g) The Seller shall not be liable for and shall defend, indemnify and hold harmless Buyer and Buyer’s affiliates, successors or assigns and their respective directors, officers, shareholders and employees against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers arising out of or occurring in connection with a breach of the warranty set forth in Section 8(a) if: (i) Buyer makes any further use of such Goods after giving such notice set forth in Section 8(f); (ii) the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Goods; (iii) Buyer alters or repairs such Goods without the prior written consent of Seller; (iv) Buyer allows any third party to alter or repair such Goods; or (v) Buyer uses or allows any third party to use the Goods in any manner not expressly authorized in writing by the Seller or in violation of applicable laws or regulations.
(h) Subject to Section 8(f) and Section 8(g) above, with respect to any such Goods during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller’s expense, return such Goods to Seller.
(i) Subject to Section 8(f) above, with respect to any Services subject to a claim under the warranty set forth in Section 8(c), Seller shall, in its sole discretion, (i) repair or re-perform the applicable Services or (ii) credit or refund the price of such Services at a pro rata contract rate.
(j) Buyer shall obtain a Return Material Authorization from Seller prior to returning any Goods. All returned Goods must be properly documented, packaged, and labeled in accordance with Seller’s instructions and applicable regulatory requirements. Unauthorized returns or improperly packaged Goods may be rejected and returned at Buyer’s expense.
(k) THE REMEDIES SET FORTH IN SECTION 8(H) AND SECTION 8(I) ARE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 8(A) AND SECTION 8(C), RESPECTIVELY.
9. Limitation of Liability.
(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS AND SERVICES SOLD pursuant to the Quote giving rise to the claim.
(c) The limitation of liability set forth in Section 9(b) shall not apply to (i) liability resulting from Seller’s gross negligence or willful misconduct and (ii) death or bodily injury resulting from Seller’s acts or omissions.
10. Compliance with Law.
(a) Each party shall comply with all applicable laws, regulations, and ordinances. Each party shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Each party shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance.
(b) EAR and ITAR Compliance. The Goods, including any software, documentation, and any related technical data included with, or contained in, such Goods, and any products utilizing any such Goods, software, documentation, or technical data (collectively, “Regulated Goods”) may be subject to US export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations. Buyer shall not, and shall not permit any third parties to, directly or indirectly, export, reexport, or release any Regulated Goods to any jurisdiction or country to which, or any party to whom, or for any use for which, the export, reexport, or release of any Regulated Goods is prohibited by applicable federal or foreign law, regulation, or rule. Buyer shall be responsible for any breach of this Section by its, and its successors’ and permitted assigns, parent, affiliates, employees, officers, directors, partners, members, shareholders, customers, agents, distributors, resellers, or vendors. Buyer shall comply with all applicable federal and foreign laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, reexporting, or releasing any Regulated Goods. Buyer shall provide prior written notice of the need to comply with such laws, regulations, and rules to any person, firm, or entity which it has reason to believe is obtaining any such Regulated Goods from Buyer with the intent to export, reexport, or release.
(c) OFAC Representations and Covenants. Buyer is, and shall remain, in compliance with all laws administered by OFAC or any other governmental entity imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”) against designated countries (“Embargoed Countries”), regimes, entities, and persons (collectively, “Embargoed Targets”). Buyer is not an Embargoed Target or otherwise subject to any Economic Sanctions Law. Buyer shall comply with all Economic Sanctions Laws. Without limiting the generality of the foregoing, Buyer shall not (a) directly or indirectly export, re-export, transship, transfer, or otherwise deliver the Goods, Services, or any portion of the Goods or Services to an Embargoed Target or (b) broker, finance, or otherwise facilitate any transaction in violation of any Economic Sanctions Law.
(d) Compliance Verification by Seller. Upon Seller’s request, Buyer shall promptly provide Seller with all information and documentation reasonably necessary to verify Buyer’s compliance with this Section, including but not limited to the identity and location of end-users and end-use of the Goods. Buyer shall fully cooperate with Seller in any such verification efforts, including responding to inquiries, completing compliance questionnaires, and providing supporting documentation. Seller reserves the right to suspend or terminate any transaction or delivery if it reasonably believes that such transaction may violate applicable Economic Sanctions Laws or if Buyer fails to provide adequate assurances of compliance.
(e) Maintenance and Airworthiness Releases. All maintenance, preventive maintenance, and alterations performed by Seller shall comply with the requirements of 14 C.F.R. Part 145, AS9110, and applicable OEM/CMM standards. Airworthiness releases shall be issued only by authorized personnel holding valid certification under 14 C.F.R. Part 65 as mechanics or repairmen. Upon Buyer’s request, Seller shall provide a dual FAA Form 8310-3 (Maintenance Release) for applicable work.
(f) Security Compliance and Facility Modifications. Seller complies with 49 C.F.R. Part 1554 regarding aircraft repair station security. Buyer agrees to cooperate with Seller in facilitating access, inspections, and corrective actions required under any applicable TSA security directive. Buyer shall not initiate or authorize any facility modifications that would affect Seller’s operations under 14 C.F.R. § 145.21 without prior written approval from the FAA and Seller.
(g) Regulatory Oversight and Audit Support. Seller is subject to inspection and oversight by the FAA, EASA and UK CAA under 14 C.F.R. Part 145 and the Maintenance Annex Guidance (MAG)/Maintenance Implementation Procedures (MIP). Buyer shall provide reasonable support and access to records, personnel, and facilities as necessary to assist Seller in complying with such audits or inspections.
(h) Repair Station Certificate and Manual Compliance. Seller’s Repair Station Certificate is displayed and available for inspection in accordance with 14 C.F.R. § 145.19. All operations are conducted in compliance with Seller’s Repair Station Manual (RSM) and Quality Control Manual (QCM). Buyer acknowledges and agrees that all services provided are subject to the procedures and limitations set forth in these manuals.
11. Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
12. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
13. Confidential Information. All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
14. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of sixty (60) consecutive days following written notice given by it under this Section 15, either party may thereafter terminate this Agreement upon thirty (30) days’ written notice.
15. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
16. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
17. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
18. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.
19. Dispute Resolution. Unless otherwise agreed to in writing by the parties, any legal suit, action, or proceeding arising out of or relating to this Agreement shall be settled by arbitration in accordance with the Commercial Arbitration Rules and Mediation Procedures then prevailing of the American Arbitration Association and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Unless the parties otherwise agree in writing, such arbitration will be conducted in Los Angeles, California.
20. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Quote or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
21. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
22. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Insurance, Compliance with Law, Confidential Information, and Survival.
23. Amendment and Modification. These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.