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TERMS AND CONDITIONS OF PURCHASE
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Seller for the full amount of any monetary loss of Buyer caused as a
result of any breach and (vi) have Seller repair or replace defective
goods to be determined at Buyer’s option and at Seller’s expense.
The foregoing remedies shall be cumulative and in addition to any
other remedies provided by law.
18. Taxes.
Seller is liable for and shall pay all taxes, imposition,
charges and exactions imposed on or measured by any Purchase
Order except those Buyer specifically agrees or is required by law to
pay and which are separately stated on Seller’s invoice. Prices shall
not include any taxes, impositions, charges, and exactions for which
Buyer has furnished an exemption certificate.
19. Time.
Time is of the essence in the performance of this Purchase
Order by the Seller.
20. Title.
Except as otherwise specified in any Purchase Order, title
to the goods purchased by Buyer shall pass to Buyer upon delivery
of the goods to the F.O.B. point.
21. Terms of Payment.
Except as otherwise specified in any
Purchase Order, the terms of payment shall be net forty-five (45) days.
22. Hazardous Material.
Seller shall notify Buyer of every good
ordered By Buyer which contains material hazardous or injurious to
the health or physical safety of persons even though said hazard or
injury may only occur due to mishandling or misuse of the goods.
The notice shall identify the hazardous or injurious material and
describe the effect of such material on human beings and the physical
manifestations that could result. For each good so identified, Seller
shall supply Buyer warning labels or instructional material appropriate
to warn persons coming in contact therewith of the hazard and its effects.
23. Limitation on Buyer’s Liability; Statute of Limitations.
In no
event shall Buyer be liable for anticipated profits or for incidental or
consequential damages. Buyer’s liability on any claim of any kind for
any loss or damage arising out of or in connection with or resulting
from any Purchase Order or from the performance or breach thereof
shall in no case exceed the price allocable to the goods or unit thereof
which gives rise to the claim. Buyer shall not be liable for penalties of
any description. Any action resulting from any breach on the part of
Buyer as to the goods delivered under the Purchase Order must be
commenced within one (1) year after the cause of action has accrued.
24. Indemnification.
Seller shall indemnify and hold Buyer harmless
against all damages and expenses incurred by Buyer as a result of
Buyer being required to recall from Buyer’s customers or others any
goods furnished hereunder or an end product incorporating any such
goods as a part or component thereof and to repair, replace or refund
the purchase price of such goods or end products, at the Buyer’s
option, provided that such recall and such repair, replacement or
refund is based upon a defect whether of design or manufacture in
the goods furnished by Seller or the failure of such goods to conform
to any standard which such goods are required by law to conform or
the failure of the goods to conform to any specification or standard to
which it is ordered which creates reasonable possibility of injury to
persons or property. In the event that Seller’s goods shall not be the
sole cause for such action by Buyer, the Buyer shall apportion its
costs, damages and expenses in such manner as it shall determine
in its sole judgment is reasonable and equitable. Buyer shall not be
required to consult with, or seek Seller’s concurrence in, the reporting
by Buyer to any administrative or regulatory body, or any information
which Buyer obtains indicating that the goods furnished by Seller
either fail to conform to any standard required by law, or constitute
or create of themselves or within the end product of which they are a
part or component, a situation requiring recall or notice as defined
by the applicable law. Seller hereby releases and discharges Buyer
from any liability for any error or omission in the reporting of such
information unless such error or omission is attributable to the willful
conduct of Buyer.
25. Attorneys’ Fees and Collection Costs.
Buyer shall be entitled
to recover its reasonable attorneys’ fees in connection with enforcing
its rights under the Purchase Order and/or these Terms and
Conditions of Purchase.
26. Non-Waiver and Severability.
Buyer’s failure in any one or
more instances to insist on the performance of any terms and
conditions, or to exercise any right or privilege, shall not be construed
as a waiver of any of Buyer’s rights or privileges. Each of the terms
and conditions shall be severable from the others in the event of a
determination that any such terms and conditions are unlawful or
unenforceable. The remaining terms and conditions shall remain in
full force and effect.
27. Applicable Law.
The relationship between Buyer and Seller,
and the construction or interpretation of these terms and conditions,
shall be governed and construed in all respects in accordance with
the laws of the State of Indiana, without regard to Indiana’s conflicts
of law rules. The terms of the United Nations Convention on the
Sale of Goods shall not apply to these terms and conditions.
28. Forum for Disputes and Consent to Jurisdiction.
Any litigation
instituted by Seller against Buyer pertaining directly or indirectly to
the business relationship between Seller and Buyer shall be filed
before a court of competent jurisdiction and venue in Allen County,
in the State of Indiana. If Buyer elects to institute litigation against
Seller in Indiana, Seller shall be deemed to have consented
irrevocably to the personal jurisdiction and venue of the Indiana
courts, and service of process may be made upon Seller as provided
by Indiana law .
TERMS AND CONDITIONS OF PURCHASE
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TERMS AND CONDITIONS OF PURCHASE
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