STANDA
ARD TERMS AND CONDITIONS OF SALLEUNLESSS OTHERWISE AGRE
EED TO IN WRITING
G, THE FOLLOWING PROVISIONS APPLYY TO ALL SALES
1. WARRRANTY. “Seller warrrants that if any prroduct of its manufaacture upon examin
nation is found by a Seller’s represent ative to be defectivve in either workmaanship or material
under nnormal use and service Seller, at its opption, will repair or replace same free ofo charge including lowest transportattion charges but noot cost of installation or removal or willrefund the purchase pricee thereof, provided that Seller receivess written claim speccifying the defect w
within ninety (90) daays from date of disstributor sales or onne (1) year fromdate off factory shipment, whichever occurs first.
f
In no event shaall Seller be liable foor any claims, whetther arising from brreach of contract or warranty or claims of negligence ornegligeent manufacture, in excess of the purchase price. ALL OTH
HER WARRANTIES EXPRESSEDE
AND IM PLIED INCLUDING A
ANY WARRANTIES O
OF MERCHANTABILLITY AND FITNESSFOR PA
ARTICULAR USE AREE HEREBY DISCLAIM
MED. The foregoing expresses all of Seller’s obligations andd liabilities with resspect to the qualityy of items furnishedd by it and it shallunder nno circumstances be liable for consequ
uential, collateral or special losses or damages.”d2. ORDER ACCEPTANCE BYY SELLER.
a. All orders received fromm BUYER are subject to acceptance by SELLER, unless quo
otation specifies thaat it is bid in responnse to an invitation for bids in which evvent the order oraward sshall constitute accceptance of the bid in accordance withh the bid terms.
b. Term
ms and conditions ono the BUYER’S ordeer form, at variancee with terms and coonditions stated herrein, are binding uppon SELLER only if specifically acceptedd by SELLER inwritingg.
c. Ordeers accepted by SELLER cannot be canccelled by BUYER exccept with SELLER’S writtenwconsent an d upon terms that will indemnify SELLLER against loss.
3. QUAANTITY VARIANCES. SELLER reserves the right to ship and BUYER agrees to acccept an under‐or‐oover‐run of any quaantity up to and including 10%.
4. SAMPLES. In the event samples
sare furnish
hed BUYER, SELLER will not assume any liability in connecction with the furnisshing or use thereoof and there will be no agreement ofwarran
nty collateral to, affeecting, the furnishin
ng of such samples.
5. PRICCE AND PAYMENT.
d, legal delivery andd prices are F.O.B. SELLER’S
S
plant and pricesp
do not includde transportation c harges.
a. Unleess otherwise statedny foreign, or any sttate or local
b. Taxees Not Included in Price: Except where otherwise prohibited by law, all sales,, excise, use or simiilar taxes or charge s by the federal, angovernment, which SELLER may be required to pay or collect, shhall be in addition to price stated and sshall be paid by BU YER, unless valid exxemption certificatee is furnishedtherefoore.
c. Paym
ment: All accounts area payable within (30)(thirty days. SELLLER may demand payment
pin advancee of shipment if, in SELLER’S opinion, tthe credit or financiial condition ofBUYER is, or is about to beecome, impaired.
d. Paymments Where Shipmments are Delayed: Where BUYER requuests delay in shipm
ment, SELLER shall hhave the option of bbilling for goods whhen ready for shipm
ment. If material isnot ord
dered out within (600) sixty days after goods
gare ready, SELLER will have the option
oof billing stoorage charges.
6. DELIVVERY.
a. Shippping Dates: Shipping dates are approximate only and sub
bject to change.
b. Unfooreseen Delays: SELLLER shall not be liable in damages or otherwiseofor delayys or failure in perfoormance when caussed by circumstancees, of every nature and description andhoweveer, arising, beyond SELLER’S reasonable control. In the evvent that SELLER is unableudue to any ssuch occurrence orr otherwise, to fulfilll its total commitm
ments to all
custommers, BUYER agrees to accept, as full annd complete perforrmance by SELLER, deliveries
din accorddance with such pla n or proration as SEELLER may adopt.
c. Packaging: SELLER will provide
pcommerciall packaging adequate, under normal coonditions, to protecct the goods in shippment and identify the contents. Shouuld BUYER request
any speecial packaging, it will
w be done at BUYEER’S expense.
d. Routting: All goods will beb shipped via the mostm expeditious means
mof transportation under the circuumstances, unless BUYER indicates otherwise. If BUYER pprovides no routing
ginstructtions, SELLER shall be the sole judge of the best method ofo routing shipment.
e. Claim
ms: Claims for loss oro damage in transit must be entered anda prosecuted by the BUYER.
7. SPECCIAL TOOLING. All special tooling requiired to produce thee goods shall remainn the property of SEELLER unless speciffic arrangements are otherwise made. In any case,
SELLER’S responsibility is limited to proper deesign, proper handlling in manufacturee and storage, and aadequate insurancee. The BUYER is resp
ponsible for costs resulting from: (1)alteratiions requested by him,h (2) major repairs or replacement caused by normal wear,w(3) additionall costs incurred wheen new factors are introduced such ass shorter lead time
and/or increased rate deliivery. The term “Sppecial Tooling” shall include such itemss as molds, dies, forrms, jigs, mandrels,, fixture and other sspecial equipment, except machinery,
which iis required to produ
uce the goods.
PECTION. SELLER will inspect all goods prior to shipment anda such inspection
n will be adequate tto meet SELLER’S sttandards for dimenssional and visual chharacteristics.
8. INSP
9. REJECTIONS AND RETUR
RNS.
med to have inspectted and accepted any shipment underr this contract, withhin thirty days after BUYER’S receipt off goods, BUYER hasa. Notiffication to SELLER: BUYER will be deem
not nottified SELLER in writting that such goodds are rejected and thet grounds therefore.
b. Retuurn of Goods: BUYER
R may return no gooods for any reason without SELLER’S priorpwritten approvval.
10. SPEECIAL DAMAGES. Ne
either BUYER nor SE
ELLER shall make an
ny claims for speciaal or consequential damages.
11. PATTENT INFRINGEMENNT.
a. Shou
uld the goods furnisshed by SELLER be ofo such a nature thaat the design there for is supplied by BBUYER, or should thhe goods be labeledd or marked with a ttrademark or tradename rrequested by BUYER
R, then BUYER agrees to defend SELLER in any action, eithher civil or criminal,, brought against S ELLER by any third party, for the infrin
ngement or misuseof any ssuch patents or trademarks, and BUYE
ER further agrees too hold SELLER harmless from any damaage or loss resultingg there from.
b. As too any of the goods manufacturedmacco
ording to a design or specification not furnishedfby BUYERR, SELLER shall indeemnify and save harrmless BUYER from any claim that any
use or resale of the same in and of itself infringes any U.S. paten
nt or patent right iff the BUYER within ((30) thirty days nottifies SELLER in writting of any such claim and gives SELLER
Rauthoriity, information andd assistance (at SELLLER’S expense) to dispose
dof such claim and to defend anny suit that may be brought against thhe BUYER or BUYER’’S customer
thereonn. In that event SELLLER will, at its expeense, defend any suuch suit and satisfy any judgment thereein to an amount not exceeding the price paid SELLER for said goods held tooinfringee. If, any such suit, ana injunction is issu
ued against the furtther use of said itemm or any part thereoof, SELLER will at itss option and expen
nse, either procure ffor the customer
the righ
ht to continue usingg said goods, or rep
place the same withh non‐infringing gooods, or modify themm so that they becoome non‐infringing, or remove said gooods and refund thepurchase price and transp
portation and installation costs thereoff. SELLER shall not beb liable in any resppect except as aforeesaid, including witthout limitation, forr any claim ofinfringeement settled by BU
UYER without SELLEER’S consent. The fooregoing expressess all of SELLER’S obliigations and liabilit ies as to patents.
12. GENNERAL PROVISIONSS.
a. Modifications of Contraact: It is agreed thatt there is no other contract
cin force beetween BUYER and SSELLER and no alte ration shall be bindding unless agreed tto in writing byb deemed to have waived any of the provisions of this a greement, or should SELLER fail to inssist upon
SELLER. Should SELLER byy any words, acts orr writing, waive or bemance by BUYER off one or more of thee terms herein, such action on SELLER’’S part will in no waay be deemed to im
mply or constitute a waiver of any otheer terms contained
performin this aagreement.
b. Compliance with Laws: SELLER certifies compliance with all reelevant Federal, Staate and local laws inncluding Paragraph s 6, 7 and 12 of thee Fair Labor Standarrds Act as amendedd,and anyy regulations and ordersoissued under Paragraph 14 thereeof.
c. Rightts in Data: The acce
eptance of this ordeer by SELLER does not convey any “Rights in Data” as desccribed in ASPP9‐2022 or 9‐203 or any amendments thereo
of. If “Rights in Dataa”
are dessired, they must be the subject of sepaarate negotiations.
This quuotation is firm withh respect to your orrders we receive within thirty (30) days which request shiipment within (90) days after order receipt date.
Terms: Net 30 days F.O.B. and point of legal delivery;
dour shippiing dock, Bellefontaaine, Ohio.
ALL PRIICING IS IN U.S. DOLLARS
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