7. CHANGES:
HDE reserves the right to change designs and specifications for standard Goods without prior notice to Buyer, but not with
respect to custom Goods being made for Buyer. HDE shall have no obligation to install or make such change in any Goods manufactured prior
to the date of such change.
8. ASSIGNMENT:
Buyer shall not assign its rights or delegate its duties hereunder or any interest herein without the prior written consent of
HDE, and any such assignment, without such consent, shall be void.
9. INSTALLATION:
Buyer shall be responsible for receiving, inspecting, testing, storing, installing, starting up and maintaining all Goods.
10. INSPECTION/TESTING:
Buyer, at its expense, agrees that it will promptly inspect the Goods upon receipt thereof, and in no event later
than thirty (30) days from the date of receipt of the Goods. Buyer shall deliver to HDE within fifteen (15) days of inspection, but in no event later
than forty-five (45) days from the date of receipt of the Goods, written notice of any and all deficiencies, defects, variations from specifications
or complaints of any kind with respect to the quantity, quality, condition, shipment, performance, price or appearance of the Goods so received
by Buyer. In the event no such written notice is received by HDE, Buyer shall be deemed conclusively to have inspected and accepted all such
Goods unconditionally and to have waived any and all rights and claims, including without limitation any right to reject the Goods or to claim
damages in respect thereof. Buyer may not return goods without first advising HDE of the reasons therefore, obtaining from HDE a material
authorization number and observing such instructions as HDE may give in authorizing such return. In the event a return is authorized by HDE,
a restocking for any Goods requiring repackaging or maintenance a twenty percent (20%) restocking fee shall be assessed to Buyer in the final
credit amount.
11. SERVICES:
If this agreement requires HDE to perform or provide any services, HDE (including without limitation its successors, assigns,
agents or any person or entity acting at HDE’s direction) shall not be responsible for any damages, claims, liabilities or expenses of any nature
arising out of such services.
12. U.S. EXPORT CONTROL LAWS:
All Goods sold to Buyer by HDE hereunder are subject to U.S. Export Control Laws. Buyer hereby
agrees not to re-sell or divert any goods contrary to such laws.
13. COMPLIANCE:
Seller/Contractor shall comply with all applicable federal, state or local laws, rules, regulations, or orders. Seller/Contractor
shall comply with Executive Order 11246, as amended by Executive Order 11375, and the applicable provisions of the Office of Federal Contract
Compliance Programs (OFCCP), 41 CFR Part 60, which are incorporated herein by this reference. Buyer shall comply with all applicable
federal, state, or local laws, rules, regulations or orders including but not limited to the Foreign Corrupt Practices Act of 1977, as amended.
HDE reserves the right to delay or refuse delivery if requests for reasonable assurances of Buyer’s compliance are not tendered as requested.
14. MISCELLANEOUS:
These terms and conditions supersede all other communications, negotiations and prior oral or written statements re-
garding the subject matter hereof. No change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall
be binding upon HDE unless made in writing and signed on its behalf by its duly authorized representative. No conditions, usage or trade,
course of dealing or performance, understanding or agreement purporting to modify, vary, explain, or supplement these terms and conditions
shall be binding unless hereafter made in writing and signed by Seller. No modification shall be effected by HDE’s receipt or acceptance of
Buyer’s purchase orders, shipping instruction forms, of other documentation containing terms at variance with or in addition to those set forth
herein, all of which are objected to by HDE. Any such modifications or additional terms are specifically rejected by HDE. No waiver by HDE
with respect to any breach or default of any right or remedy and no course of dealing, shall be deemed to constitute a continuing waiver of any
other breach or default of any other right or remedy, unless such waiver be expressed in writing and signed by HDE. All typographical or clerical
errors made by HDE in any quotation, acknowledgment or publication are subject to correction. Validity and performance relating to the inter-
pretation and effect of this agreement shall be governed by the laws of the state of Illinois without regard to its conflict of law principles.
15. DISPUTE RESOLUTION:
In the event of any dispute INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF
WARRANTY, CLAIMS BASED IN TORT, NEGLIGENCE, PRODUCT LIABILITY, FRAUD, MARKETING, STATE OR FEDERAL REGULA-
TIONS, ANY CLAIMS REGARDING THE ENFORCEABILITY OF THIS LIMITED WARRANTY, AND THE WAIVER OF CLASS ACTION TRI-
ALS between Buyer and Seller, either may choose to resolve the dispute by binding arbitration, as described below, instead of in court. THIS
MEANS IF EITHER BUYER OR SELLER CHOOSE BINDING ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE
SUCH CLAIM IN COURT OR HAVE A JURY TRIAL. DISCOVERY AND APPEAL RIGHTS ARE LIMITED IN BINDING ARBITRATION. Buyer
and Seller agree that the proper venue if Arbitration is not so chosen by Buyer or Seller of all actions arising in connection herewith shall be
only in the state of Illinois and the parties agree to submit to such jurisdiction. No action, regardless of form, arising out of transactions relating
to the agreement, may be brought by either party more than two (2) years after the cause of action has accrued. The U.N. Convention on
Contracts for the International Sales of Goods shall not apply to this agreement.
16. CLASS ACTION WAIVER:
BINDING ARBITRATION MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER BUYER NOR
SELLER MAY JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHERS, OR LITIGATE IN COURT OR ARBITRATE
ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. ADMINISTRA-
TION OF ARBITRATION: The binding arbitration must be administered by the American Arbitration Association (“AAA”) in accordance with its
Commercial Arbitration Rules and/or Supplementary Procedures for Consumer-Related Disputes (including proceedings to mitigate costs of
travel). This binding arbitration is governed by the Federal Arbitration Act (“FAA”) (9 USC §1, et. seq.) and will govern the interpretation and en-
forcement. The binding arbitration shall be held at a location determined by AAA or at such other location as mutually agreed. In addition to the
terms stated above, the following will apply to the binding arbitration: (1) the arbitrator, and not any federal, state, or local court or agency, will
have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement including
any claim that all or any part of this Agreement is void or voidable; (2) the arbitrator shall apply Illinois law consistent with the FAA.
HD Electric Company is committed to ongoing review and improvement of its product lines,
and thus reserves the right to modify product design and specifications without notice.
HD Electric Company
®
products are available through HDE
®
sales representatives worldwide.
HD Electric Company is ISO 9001:2015 certified
Printed in U.S.A. © HD Electric Company 2019 • Bulletin No. VWS-IM-200b
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