MAN.270SF.REVB.102018
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acts of God; war; terrorism; civil commotion; riots;
embargoes; government regulations, orders, instructions
or priorities; port congestion; acts of or failure to act on
the part of Buyer or its agents/employees; fires; floods;
sabotage; nuclear incidents; earthquakes; storms;
epidemics; strikes; lockouts or other labor difficulties;
shortages of or inability to timely obtain proper labor,
materials, components, shipping space or transportation,
fuel, supplies or power at current prices; or due to
limitations imposed by the extent of availability of Seller’s
normal manufacturing facilities.
B. If a delay excused per the above extends for more than
90 days and the parties have not agreed upon a revised
basis for continuing providing Products/Services at the
end of the delay, including adjustment of the price, then
either party (except where delay is caused by Buyer, in
which event only Seller) upon thirty (30) days’ notice may
terminate the Order with respect to the unexecuted
portion of the Products/Services, whereupon Buyer shall
promptly pay Seller its reasonable termination charges
upon submission of Seller's invoices thereof.
X. SOFTWARE/TECHNICAL/PROPRIETARY
INFORMATION
A. Buyer shall not acquire any rights to any software
which may be delivered with Products, except as granted
in Seller’s standard software license. Any software
license granted in connection with Products shall be an
interim license, which may be withdrawn, pending
payment for Products in full.
B. The purchase of Products shall not include any right to
supply of technical information such as drawings or
specifications.
C.
Proprietary
information,
including
drawings,
documents, technical data, reports, software, designs,
inventions and other technical information supplied by
Seller in connection herewith (hereinafter called "Data"),
shall remain Seller's sole property and shall be held in
confidence by Buyer. Data shall not be reproduced, used
or disclosed to others by Buyer without Seller’s prior
written consent. Upon completion of Order, Buyer shall
promptly return all Data to Seller together with all copies
or reprints thereof then in Buyer's possession or control,
and Buyer shall thereafter make no future use, either
directly or indirectly, of any Data or any information
derived therefrom without Seller's prior written consent.
The foregoing shall in no way obligate Seller to provide
or supply Data.
XI. DIES, TOOLS, PATTERNS
Seller’s charges for dies, molds, patterns and the like
represent the Buyer’s proportionate cost thereof, it being
expressly understood that they remain the property of
Seller. Modifications made to dies, molds, patterns and
the like in order to manufacture Products shall be at the
discretion of Seller.
XII. GENERAL
A. The rights and obligations of the Buyer and Seller
hereunder shall be governed in all respects by the law of
the Commonwealth of Pennsylvania, U.S.A. The
exclusive forum for adjudication of any disputes shall be
the federal or state courts of the Commonwealth of
Pennsylvania, and Buyer/Seller hereby consent to
personal jurisdiction and venue in such courts in any
proceeding. The United Nations Convention on the
International Sale of Goods shall not apply.
B. These Terms and Conditions of Sale together with any
other terms specifically agreed to in writing by Seller
constitute the entire agreement between Buyer and
Seller and supersede any prior or contemporaneous
representations, agreements, proposals, warranties, or
understandings, oral or written, express or implied. No
waiver, modification, amendment, rescission or other
change to these Terms and Conditions of Sale shall be
binding unless specifically agreed to in writing by an
authorized representative of Seller.
C. The invalidity, of any part hereof shall not affect the
validity of the remainder. The failure of Seller to assert
any right at any time hereunder shall not prevent Seller's
subsequent assertion of the same or different rights.
D. Buyer may not assign this contract without the prior
written approval of the Seller.
XIII. PROHIBITION FOR HAZARDOUS USE
Products sold hereunder are not intended for application
in, and shall not be used by Buyer in construction or
application of a nuclear installation or in connection with
use or handling of nuclear material or for any hazardous
activity or critical application, where failure of a single
component could cause substantial harm to persons or
property, unless Products have been specifically
approved for such activity or application. Seller disclaims
all liability for loss or damage resulting from such
unauthorized use and Buyer shall defend, hold harmless
and indemnify Seller against any such liability, whether
arising under breach of contract, warranty, tort
(regardless of the degree of fault or negligence), strict
liability or otherwise. Where Seller approves the
application of the Products in a nuclear facility, the Buyer
shall, before such use or provision, arrange for insurance
or governmental indemnity protecting the Seller against
liability and hereby releases and agrees to indemnify the
Seller and its suppliers for any nuclear damage, including
loss of use, in any manner arising out of a nuclear
incident, whether alleged to be due, in whole or in part to
the negligence or otherwise of the Seller or its suppliers.
XIV. STATUTORY REQUIREMENTS
Seller reserves the right to make any changes in the
general specifications of the Products which are required
for the Products to conform to any statutory requirement.
XV. GOVERNMENT CONTRACTS
Only Federal Acquisition Regulation (“FAR”) supplement
clauses expressly accepted in writing by Seller shall be
included or incorporated by reference herein. Seller shall
not be bound by and makes no representation of
compliance with any FAR or FAR supplement clauses
that Seller shall not have expressly accepted in writing
