|1. ACCEPTANCE – THIS PURCHASE ORDER MAY BE ACCEPTED ONLY BY SIGNING AND RETURNING TO THE SELLER’S WAREOUSE IN TALLMADGE, OHIO THE ATTACHED DUPLICATE ACCEPTANCE COPY OF THIS PURCHASE ORDER. ACCEPTANCE IS LIMITED TO THE PROVISIONS AND TERMS CONTAINED HEREIN. ANY DIFFERENT OR ADDITIONAL PROVISIONS, INSTRUCTIONS, OR TERMS IN YOUR ACCEPTANCE OF THIS PURCHASE ORDER ARE HEREBY OBJECTED TO AND REJECTED.
2. TERMS OF PAYMENT – terms are net thirty days from date of invoice unless otherwise specified. The cash discount shall not be allowed on any transportation charges included in delivered prices. A charge of 2% per month will be made on any balance due after thirty days from date of invoice.
3. PERMISSIBLE VARIATIONS – Unless otherwise agreed upon in writing, the Buyer will accept over or undershipment not exceeding 10% of the quantity ordered.
4. BINDING CONTRACT – This PURCHASE ORDER shall not result in a binding contract until it is accepted by Seller at Seller’s warehouse in Tallmadge, Ohio
5. DELIVERY – Delivery terms are F.O.B. Seller’s warehouse in Tallmadge, Ohio unless otherwise stated on the face side of the PURCHASE ORDER. Delivery dates are approximate: Seller shall not be liable for failure to deliver or delayed delivery due to causes beyond its reasonable control including, but not restricted to, Acts of God, acts of Government, acts of buyer, fires, strikes, floods, accidents, epidemics, quarantine restrictions, War, insurrection or riot, civil or military Authority, compliance with priority or allocation orders or preference ratings issued by the Government, freight embargos, car shortages, wrecks, or delays of transportation, inadequate transportation facilities, unusually severe weather, or inability to obtain necessary labor, fuel, materials, supplies, or manufacturing facilities and delays of a subcontractor due to such causes. In no event shall Seller be liable for any consequential or incidental damages, loss or expense arising from failure of delivery of delayed delivery of the goods.
6. WARRANTIES – All goods sold or work performed hereunder are warranted to be free from defects in materials and workmanship for period of ninety (90) days from date of shipment.
Sellers sole obligation or any goods which are defective shall be to issue credit for, or to repair or replace any item or part thereof which is proved to be other than as warranted; no allowance shall be made for any labor, charges of Buyer for replacement of parts, adjustments or repairs, or any other work.
No warranty is extended to any goods or parts thereof which have been subjected to misuse or neglect, damaged by accident, rendered defective by reason of improper assembly and/or installation or by the performance of repairs or alterations outside of Seller’s warehouse except when performed under Seller’s written authority.
Every claim for breach of the warranty herein contained shall be deemed to be waived by Buyer unless made in writing ten days from date of discovery of the defect.
If Buyer claims a breach of warranty, Seller upon receipt of timely notice, will, at the Seller’s option, either examine samples of the goods at Seller’s warehouse or at the Buyer’s warehouse prior to the issuance of shipping instructions for return of the goods to Seller. (Transportation costs prepaid by Buyer). In the event that any goods are proved to be other than as warranted, transportation costs (cheapest way) to Seller’s warehouse will be borne by Seller and reimbursement or credit will be issued for the amount so expanded by Buyer.
Other than as set forth above, SELLER MAKES NO WARANTY OF ANY KIND WHATEVER, EXPRESS OR IMPLIED: AND ANY IMPLIED WARRANTY OF MERCHANTABLITY OR FITNESS FOR A PARTICULAR PURPOSE IS HEREBY DISCLAIMED BY THE SELLER.
SELLER SHALL NOT BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, LOSS OR EXPENSE ARISING FROM THE USE OR THE INABILITY TO USE THE GOODS FOR ANY PURPOSE WHATSOEVER. THERE ARE NO EXPRESS WARANTIES BY SELLER COVERING GOODS MANUFACTURED BY SOMEONE OTHER THAT SELLER, SUCH WARRANTIES AS MAY BE FURNISHED TO SELLER BY THE MANUFACTURER OF SUCH GOODS WILL BE EXTENDED TO BUYER BY SELLER.
7. LIMITATION OF ACTION – No action shall be brought for any breach of a contract formed as a result of the PURCHASE ORDER and/or any claim for defective goods design and/or workmanship, more than one year after the accrual of the cause of the action therefore.
8. CANCELLATION – Orders cannot be cancelled or modified or releases held up by the Buyer after the material and order is in process, except with the Seller’s written consent and subject to conditions then to be agreed upon, which shall include protection of the seller against all loses.
|9. TAXES – Any direct or excise tax which may hereafter be imposed by Federal, State, or local government, or any subdivision thereof, upon the manufacture, sale or delivery of the goods, or any increase in the rate of any such tax now in force, may be added to the purchase price of the goods and shall be paid by the Buyer unless exemption certificates are furnished b the Buyer.
10. DEFAULT IN PAYMENT – In the event that Buyer shall fail to make payments on the contract between Buyer and Seller in accordance with terms and of their contract, the Seller shall have all of the options afforded by Article II of the Uniform Commercial Code, and in addition thereto, may notwithstanding said default, ship to the Buyer any undelivered balance of the goods sold, or any portion of said balance. No waiver of any default of the Buyer by the Seller shall operate as a waiver of any subsequent default of the Buyer.
11. CREDIT APPROVAL – Shipments and deliveries shall at all time be subject to the approval of the Seller’s Credit Department and in case of the Seller shall have any doubts as to the Buyer’s Responsibility, Seller may decline to make any further shipments hereunder, except upon receipt of satisfactory security or cash before shipment.
12. GOVERNING LAW – The rights of the parties hereto and the construction and effect of their contract shall be governed by the laws of the State Of Ohio.
13. CHANGES IN SPECIFICATION OR DESIGN – If Buyer requests changes in specifications or designs relating to any goods, delivery schedules shall be revised, if necessary, and an equitable adjustment shall be made in price if warranted.
14. MODIFICATION- None of the terms and conditions contained in this PURCHASE ORDER may be added to, modified, superseded, or otherwise altered except by written instrument signed by an authorized representative of the Seller and an authorized representative of the Buyer and delivered to the respective parties.
15. ASSIGNMENT – The PURCHASE ORDER may not be assigned by Buyer without Seller’s written consent.
16. RISK OF LOSS – The risk of loss of the goods which are subject of this PURCHASE ORDER shall pass to the Buyer upon shipment of the goods from Seller’s warehouse.
17. TITLE – Title to the goods which are subject of this PURCHASE ORDER shall remain and continue in the Seller until payment in full of the contract price set forth herein.
18. COMPLETE AGREEMENT – No agent, employee or representative of the Seller has any authority to bind the Seller to any affirmation, representation or warranty concerning the goods which are subject of this PURCHASE ORDER, and unless an affirmation, representation or warranty made by an agent, employee or representative is specifically included in the PURCHASE ORDER, it has not formed a part of the basis of this bargain and shall not in ay way be enforceable.
19. ARBITRATION – Buyer and Seller agree to submit any dispute arising out of this Agreement to a competent body for Arbitration. Arbitration in any instance to take place in Summit County, Ohio.
All equipment, including but not limited to molds, dies, tools, jigs, fixtures, patterns and gauges, supplied by Seller shall be Seller’s property. Ownership, including the right of removal of such equipment, may be obtained by the Buyer upon its reimbursement to Seller for the costs of the equipment and the design, development, maintenance, storage thereof and experimental work therefore.
EQUIPMENT OF BUYER
Equipment paid for or furnished by the Buyer will be limited in use to Buyer’s requirements excepting by permission. Seller agrees to keep all such equipment paid for or furnished by the Buyer in a reasonable state of good preservation as long as it remains in Seller’s control, but Seller accepts no responsibility for the operation of this equipment after removal from Seller’s plant. In no event shall Seller be responsible for loss or damages to molds, dies, gauges, jigs, fixtures or patterns caused by fire or other casualty. Buyer shall reimburse Seller for the costs of adaptation, modification or excessive maintenance of any such equipment.
Any equipment paid for or furnished by Buyer which is inactive for a period of 1 year may at the option of Seller be scrapped upon notification to Buyer, unless Seller is otherwise instructed within 30 days from the date of such notice. Seller may retain all amounts received from scraping any such equipment as payment for storage and maintenance costs. It is understood and agreed that Seller shall have a lien on all equipment, whether purchased from Seller or shipped to Seller by Buyer for any amounts owing by Buyer.