- No order is binding
on Seller and no contract is formed until Seller's formal acknowledgment of the
order on Seller's own form is sent to Buyer. All orders are accepted by Seller subject
to these terms and conditions. Acceptance of Buyer's order is limited to the express
terms contained on the face and on the back hereof. Additional or different terms
in Buyer's Purchase Order or any attempt by Buyer to vary in any degree any of the
terms of this acceptance shall be deemed material and are objected to and rejected.
Any special terms or conditions noted on the face of Seller's acknowledgment on
which this order is based are incorporated herein by reference, and made a part
hereof as though specifically set forth herein. Buyer shall not assign this order
or any interest herein or any right hereunder without Seller's prior written consent.
These terms and conditions will not be amended, modified or rescinded except by
written agreement signed by an authorized representative of each party expressly
referring hereto.
- Stenographic or clerical errors on the
face hereof are subject to correction.
- 1/2 of 1% 10 days, Net 30 days
from date of invoice. A service charge of 1 1/2% per month (18% per annum) will
be assessed beyond this date.
- Seller's prices do not include any federal,
state or local sales, use, excise or similar taxes. Consequently, in addition to
the price specified herein, the amount of any present or future sales, use, excise,
or other similar tax applicable to sale of the goods hereunder, or to the use of
such goods by Seller or by Buyer, shall be paid by Buyer, or in lieu thereof Buyer
shall provide Seller with a tax exemption certificate acceptable to the tax authorities.
- Unless otherwise stated on the face
hereof, all goods are delivered F.O.B. point of shipment. In any event, risk of
loss shall pass to Buyer upon Seller's delivery to the carrier. Shipping dates are
estimated, and seller is not liable for delays beyond scheduled date.
- Seller warrants, at the time of delivery,
that goods sold under this contract will be free from defects in title and will
conform to applicable descriptions and specifications, subject to customary tolerances
and variations. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. Samples supplied pursuant to this order are solely for
the purpose of evaluating the suitability of the goods and, as such, the samples
are not intended to serve as warranties of any type, either express or implied.
If it appears within 10 days from the date of Buyer's receipt of the goods that
they patently did not conform to the foregoing warranty at the time they were received
by Buyer, or if it appears within 60 days from their receipt that the goods contained
latent defects at the time they were received, and Buyer notifies Seller in writing
within the applicable 10 or 60-day period and before the goods are processed or
altered in any way, Seller, at its option, shall either (a) repair or make available
to Buyer a replacement of any defective goods, or (b) refund to Buyer the price
paid therefor. BUYER'S EXCLUSIVE REMEDY for the failure of Seller to furnish material
conforming to the aforesaid warranty is expressly limited to the repair, replacement
or repayment provided for above. SELLER SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES, NOR FOR ANY DAMAGES, EXPENSE OR EXPENSES BEYOND THE ACTUAL COST OR REPAIR
OR REPLACEMENT OF GOOD UNDER THIS WARRANTY, OR THE PRICE PAID FOR SUCH GOODS, WHICHEVER
IS LESS.
- An order may be canceled by Buyer
only upon written request, and written authorization by Seller, and upon payment
of a reasonable cancellation fee. The reasonable cancellation fee will be determined
by Seller and will reflect, among other factors, the expenses already incurred and
commitments made by Seller, sales and administrative overhead, and profits.
- Seller shall defend and save harmless
Buyer from any judgment for damages and/or costs which may be rendered against Buyer
in any suit brought against Buyer on account of the infringement of any United States
patent by any goods supplied by Seller hereunder, provided that Buyer promptly notifies
Seller of the commencement of any such suit and authorizes Seller to settle or defend
such suit as Seller may see fit, and provided further that Buyer renders every reasonable
assistance which Seller may require in defending any such suit. The foregoing states
the entire liability of Seller for patent infringement. In no event shall Seller
be liable if the infringement is based on the use of the goods for a purpose other
than that for which they were sold by Seller, or based on a combination of the goods
sold hereunder with other products or parts, or if the goods sold hereunder are
to be prepared for manufacture according to Buyer's specifications. If the goods
sold hereunder are to be prepared for manufacture according to Buyer's specifications,
Buyer shall indemnify Seller against any claims or liability for patent or trademark
infringement on account of such preparation or manufacture.
- In the event that Seller's
products are to be used directly or indirectly in or with any facility in which
nuclear fuels or radioactive products or material are used, produced, processed,
stored, transported or handled in any way (a Nuclear Facility), the following additional
terms and conditions set forth in this Paragraph 9 shall also apply.
A. Any product repaired or replaced hereunder whether under warranty claim or otherwise,
shall be decontaminated without cost to Seller to the extent necessary to permit
Seller to effect such repair or replacement.
B. Buyer agrees to defend, indemnify and hold harmless Seller from and against (1)
all claims of loss of or damage to real and personal property, including damage
to any Nuclear Facility, and (2) all claims for personal injury, including personal
injury to employees of any Nuclear Facility, arising out of any and all nuclear
energy and radiation hazards or out of nuclear incidents.
C. With respect to any property damage and public liability, insurance carried by
Buyer will secure from the insurance carrier or carriers waivers of all rights of
recovery and subrogation against Seller, and Buyer agrees to defend, indemnify and
hold harmless Seller from and against all claims which may be asserted against Seller
by such insurance carrier or carriers.
- This order shall be governed
by and construed in accordance with the laws of the State of Michigan, exclusive
of the choice of law rules thereof, and shall not be governed by the provisions
of the U.S. Convention on Contracts for the International Sale of Goods, 1980.
- Any cause of action
arising from this order or its breach must be commenced within one year after the
cause of action has occurred.
- This order,
together with any documents referred to on the face hereof, constitutes the entire
agreement between the parties and can only be modified by a writing signed by both
parties. No part of this order may be assigned or subcontracted without the prior
written approval of Seller.
- Neither party
shall be liable for delays or defaults arising from causes beyond its control, including
acts of God, acts of war, fires, floods, strikes, freight embargoes and unusually
severe weather.