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Except as otherwise set forth below, any claim by Customer with reference to the Goods sold pursuant to the Purchase Order shall be deemed
waived by the Customer unless submitted in writing to DESīN within the earlier of (i) five (5) days following the date Customer discovered, or by
reasonable inspection should have discovered, any claimed breach of the foregoing warranty, or (ii) thirty (30) days following the date of
shipment. Any legal dispute for breach of the foregoing warranty shall be initiated within one (1) year from the date the alleged breach was
discovered or should have been discovered, whichever occurs first.
Subject to the provisions of these Standard Terms of Sale, the Limited Warranty that applies to all Goods sold is as follows:
SEE LIMITED WARRANTY.
9.
Limitation of Liability:
DESĪN WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PAIN AND
SUFFERING, OR PUNITIVE DAMAGES TO ANY PERSON, WHETHER BASED UPON BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, TORT,
BREACH OF CONTRACT OR ANY OTHER THEORY, REGARDLESS OF WHETHER THE REPLACEMENT OR REFUND REMEDY SET FORTH ABOVE FAILS
OF ITS ESSENTIAL PURPOSE OR FOR ANY OTHER REASON WHATSOEVER. “CONSEQUENTIAL DAMAGES” FOR PURPOSES HEREOF SHALL INCLUDE,
WITHOUT LIMITATION, LOSS OF USE, INCOME OR PROFIT, OR LOSSES SUSTAINED AS THE RESULT OF INJURY (INCLUDING DEATH) TO ANY
PERSON OR LOSS OR DAMAGE TO PROPERTY (INCLUDING, WITHOUT LIMITATION, PROPERTY HANDLED OR PROCESSED BY THE USE OF THE
GOODS).
10.
Safety Information:
DESīN has supplied or made available to Customer certain information relating to safety conditions and procedures
concerning the Goods, and Customer acknowledges receipt thereof and further acknowledges that it has reviewed and understands same.
Customer agrees to abide by all safety procedures and warnings provided by DESīN, and further agrees to use the Goods only in conformity with
the instructions provided and the intended use(s) of the Goods.
11.
Trademarks:
The purchase of Goods from DESīN does not entitle Customer to use, register, or otherwise identify Customer or its business
with the name, trademark, service mark or other identity of DESīN or the name Obi or its likeness without express written permission from
DESīN. All such marks and goodwill associated with such marks remain the sole and exclusive property of DESīN.
12.
Taxes:
Unless otherwise specifically provided on the face of any Purchase Order, the price for the Goods purchased does not include sales,
use, excise or similar taxes, whether tariffs, duties, special assessments. The amount of any such taxes, tariffs, duties and special assessments
applicable to the Goods shall be paid by Customer in the same manner and with the same effect as if originally included in the purchase price.
13.
Additional Charges:
If substitute or additional Goods, or repair parts, are purchased by Customer from DESīN, the provisions of these
Standard Terms of Sale shall be applicable to such purchase, the same as if such substitute or additional Goods or repair parts had been originally
purchased hereunder.
14.
Entire Agreement:
These Standard Terms of Sale, together with the terms and conditions contained on the face side of DESīN’s invoice or
quotation, constitute the entire agreement between DESīN and Customer with respect to the matters contained therein, and supersedes all
prior oral or written representations, proposals, correspondence, discussions, negotiations and agreements. No course of prior dealings,
acceptance or acquiescence in a course of performance and no usage of the trade shall be relevant to supplement, explain or modify any terms
contained herein. All representations, promises, warranties or statements by an agent or employee of DESīN that differ in any way from the
terms and conditions hereof shall be given no effect or force. No waiver or alteration of terms herein, including any added or different terms
identified on any invoice, quotation, or Purchase Order, shall be binding unless in writing signed by an executive officer of DESīN.
15.
Priority:
In the event of any inconsistency among the provisions in these Standard Terms of Sale or the Purchase Order, precedence shall
be given first to these Standard Terms of Sale, and second, to the special terms and conditions contained on the face of the Purchase Order and
accepted, in writing, by DESīN.
16.
Governing Law:
The sale of Goods pursuant to the Purchase Order shall be subject to and construed in accordance with the laws of the
State of Michigan, United States of America, applicable to contracts made and performed in the State of Michigan without giving effect to any
choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Michigan. Exclusive jurisdiction and venue for any action arising between the parties with respect
to the Goods shall lie in the Courts of Oakland County, Michigan or in federal courts situated in the Eastern District of Michigan (Southern
Division) if federal court jurisdiction is invoked. The parties irrevocably consent and submit to the personal jurisdiction of said courts and agree
not to challenge or assert any defense to the exclusive jurisdiction and venue of said courts including, without limitation, forum non conveniens.
Customer and DESīN agree that, notwithstanding these exclusive jurisdiction and venue provisions, the parties intend to be bound by the
mandatory arbitration clause articulated in these Standard Terms of Sale. The parties hereby exclude the application of the United Nations
Convention on Contracts for the International Sale of Goods.
