4600 N. Mason Montgomery Road
·
Mason, OH 45040
800
-
677
-
0076
·
Fax: 513
-
923
-
5694
www.CinInd.com
·
A Subsidiary of The Armor Group, Inc.
Version 1.04
October 2014
herein specified; provided and upon the express
condition that the Equipment is used in the manner
directed and exclusively for the purpose for which it is
sold without any changes and installed or used in
compliance with Manufacturer's plans and instructions,
and upon further express condition that Purchaser shall
immediately after service of the writ in any such suit at
law or in equity notify Manufacturer in writing of the
commencement of such suit, giving the names of the
parties and the title of the court, and shall permit
Manufacturer to defend same by its own counsel and at
its own expense and to have exclusive control and
management of the defense, and that Purchaser shall
give Manufacturer all needed information, assistance
and authority to enable Manufacturer to defend such
suit.
INDEMNIFICATION
-
Purchaser agrees to indemnify
Manufacturer, and hold Manufacturer harmless from,
all costs and expenses incurred by Manufacturer,
including, without limitation, costs of investigation,
attorneys' fees, and amounts paid in settlement or
satisfaction of claims, proceedings, or judgments, in
connection with all claims and proceedings against
Manufacturer based upon claimed defects in design in
any item or items manufactured for Purchaser by
Manufacturer
to
Purchaser's
design
and/or
specifications.
CANCELLATIONS
-
In the event Purchaser should
request cancellation of this contract, or part of it,
Purchaser agrees to pay Manufacturer the contract
price on any articles which are delivered and ready for
delivery on the date when such cancellation becomes
effective. As to all such articles not so delivered,
Purchaser shall have the option:
1)
To require completion and to pay the contract
price thereof; or
2)
To
reimburse
Manufacturer
for
actual
expenditures made with respect to the articles which
are uncompleted; to reimburse Manufacturer for
commitments incurred with respect to the uncompleted
articles of the contract; and to pay Manufacturer for the
anticipated profit of the entire contract.
Manufacturer may, by written notice to Purchaser and
without any liability, cancel Purchaser’s contract if
Purchaser (i) fails to perform any of the terms and
conditions hereof and does not cure such failure within
a period of 10 days after receipt of written notice from
Manufacturer
specifying
such
failure:
(ii)
in
Manufacturer’s opinion has not established or
maintained credit to meet promptly the payment terms
imposed by Manufacturer: (iii) becomes insolvent,
makes an assignment in favor of creditors, or becomes
subject to any bankruptcy, dissolution, or similar
proceedings; or (iv) is merged into, or all or a
substantial part of its assets are sold to, another
company.
FORCE
MAJEURE
-
Delays by Manufacturer or by
Purchaser in the performance of this contract shall be
excused whenever Manufacturer or the supplying
manufacturer is prevented from producing of delivering,
or Purchaser from receiving or using the above
material, by strikes, differences with workmen, fires,
accidents, delays or difficulties in transportation acts of
God or the public enemy, or other causes beyond the
reasonable control of Purchaser or of Manufacturer or
of the supplying manufacturer, as well as acts or
demands of the government in times of war or national
emergency. Any such delayed performance, however,
shall not in any way invalidate this contract or any part
thereof.
JURISDICTION
-
Purchaser irrevocably consents and
voluntarily submits to personal jurisdiction of the courts
located in Warren County and the United States District
Court for the Southern District of Ohio, Western
Division in any proceeding arising out of or relating to
the contract and agrees that all claims raised in such
proceeding may be heard and determined in such
court.
GOVERNING
LAW
– The contract shall be governed
by and construed in accordance with the internal laws
of the State of Ohio, United States of America, without
regard for its choice and or conflict of laws provisions
and without regard to the United Nations Convention
on Contracts for the International Sale of Goods.
Purchase Orders and/or contracts may only be
accepted in writing by an authorized representative of
Manufacturer from the Mason Office of Armor Metal
Group.
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ARRANTY
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OTICE
