Terms and Conditions of Purchase

1. EXTRA CHARGES. No charges of any kind, including charges for packaging, strapping, boxing, or cartage, will be allowed or paid unless specifically agreed to by Buyer in writing. Price is to cover net weight of material, unless otherwise agreed.
2. DELIVERY SCHEDULE. Unless otherwise agreed, material commitments and production arrangements should not be made in excess of the amount or in advance of the time necessary to meet the specified delivery schedule. Seller is responsible to comply with the Buyer’s delivery schedule, but not to anticipate Buyer’s requirements.
3. DELAYS IN DELIVERY. Time is of the essence both in placing and filing this order. Seller will not be responsible for delays in delivery due to causes beyond is reasonable control but shall be responsible to Buyer for delays due to one or more other causes.
4. REJECTIONS. If any articles or materials supplied by Seller hereunder are found at any time to be defective in materials or workmanship or otherwise not in conformity with the requirements of this order, Buyer, in addition to any other rights which it may have under Paragraphs 9 and/or 10 below or otherwise, shall have the right to reject and return such articles or materials at Seller’s expense. No such articles or materials are to be replaced without new orders or other suitable written authority from Buyer.
5. SPECIAL TOOLS. Unless otherwise agreed to in writing, any and all special dies, molds, patterns, jigs and fixtures furnished to Seller by Buyer or specifically paid for by Buyer shall be and remain the property of Buyer, shall be subject to removal upon completion of the order at Buyer’s request, shall be used by Seller on in filing orders from Buyer, shall be held at Seller’s risk and shall be kept insured by Seller while in its custody or control in an amount not less than the replacement cost thereof with loss payable to Buyer.
6. CHANGES. Buyer shall have the right to make one or more changes in this order, but no additional changes will be allowed unless authorized by means of an amendment to the original purchase order signed by Buyer. If such changes affect delivery or the amount to be paid by Buyer, Seller shall notify Buyer immediately and the parties shall negotiate an adjustment.
7. NON-ASSIGNMENT. This order is placed on the condition that Seller shall neither assign it or any interest therein, including any payment due or to become due hereunder, without Buyer’s prior written consent, and Buyer shall be entitled at all times to set off against any amount due or owing under this order, any other amount owing to the Buyer or any of its affiliated companies from Seller or any of its affiliated companies or any damages incurred by Buyer or any of its affiliated companies by reason of Seller’s acts or failures to act.
8. COMPLIANCE WITH LAWS. Seller shall comply with all laws, regulations, rulings and ordinances of state, federal, and local governments and governmental agencies applicable to this order and shall, at Buyer’s request, certify to such compliance in writing.
9. WARRANTIES. Seller expressly warrants that the items to be shipped by it under the purchase order shall be of good workmanship and material, shall be made of new materials, shall be free of defects, shall be in good condition, and shall be fit for the purpose for which intended. Seller further warrants that such items will meet any specifications or performance standards claimed or offered orally or in writing to induce Buyer to purchase the same, SELLER SHALL BE RESPONSIBLE FOR AND SHALL INDEMNIFY BUYER FOR ANY DIRECT, INCIDENTAL, AND/OR CONSEQUENTIAL DAMAGES WHICH BUYER MAY INCUR BY REASON OF SELLER’S BREACH OF ANY OF SUCH WARRANTIES. Seller shall maintain such Product Liability insurance with reputable carrier(s) in such amount(s) as may prove necessary from time to time to protect Buyer from such risks.
10. INSPECTION AND INDEMNITY. All items delivered pursuant to this purchase order shall be subject to Buyer’s inspection. Seller shall indemnify and hold harmless Buyer from and against all claims, demands, costs and/or expenses resulting from damages to person or property resulting from defects in material or workmanship or arising out of any infringement or claims of infringement of patents in the items or articles covered by this purchase order.
11. TERMINATION. Buyer may terminate this order upon written notice to Seller without liability except for (a) deliveries which shall then have previously been made, (b) for articles or materials theretofore purchased by Seller specifically to fabricate or assemble items covered by this order, or (c) for deliveries made after such termination of items covered by this order which had been completed prior to Seller’s receipt of notice of such termination. Buyers shall have the right to terminate this order without liability except for deliveries previously made if Seller ceases to conduct its operations in the ordinary course of business (including inability to meet its obligations as the mature), if any proceeding under the bankruptcy or insolvency laws in bought by or against Seller, if a receiver for Seller is appointed or applied for, or if Seller makes an assignment for the benefit of creditors.
12. PROPER QUANTITY. It shall be Seller’s responsibility to furnish the proper quantity called for in this order, no variation in the quantities specified herein will be accepted as constituting compliance with this order except by prior written authorization signed by an officer of buyer. Buyer reserves the right to return excess shipments at Seller’s expense.
13. PRICE. The price shall not be higher than that appearing on the face of this order or that last quoted by Seller, whichever shall be less. Seller shall provide Buyer with the benefit of any price reductions occurring before the specified shipment date except that should Buyer permit shipment to be made at any time prior to specified shipping date. Buyer shall have the advantage of any price reduction(s) effected before such specified date.
14. CONTRACT. This purchase order shall constitute the entire agreement of the parties and shall supersede all prior offers, negotiations, purchase orders and agreements with respect to the items covered by this purchase order. No changes shall be made in the terms, conditions, quantities, items, prices or delivery dates set out or referred to in this purchase order except by an agreement to that effect signed by an officer of Buyer. BUYER SHALL NOT BE BOUND BY ANY TERMS AND CONDITIONS ON ANY OF SELLER’S SUBSEQUENT ACKNOWLEDGMENTS, INVOICES OR OTHER DOCUMENTATION RELATED TO THE ITEMS REFERRED TO IN THIS PURCHASE ORDER WHICH ARE AT VARIANCE WITH THE TERMS AND CONDITIONS OF THIS PURCHASE ORDER. ANY AND ALL SUCH CONFLICTING TERMS AND CONDITIONS SET FORTH IN SUCH DOCUMENTS OR ANY OF THEM SHALL BE OF NOT FORCE OR EFFECT WHATSOEVER. The agreement resulting from this purchase order and Seller’s acceptance thereof shall be deemed to have been made in and governed by the laws on the State of Illinois.
15. SEVERABILITY. In the event any one or more of the terms and conditions of the purchase order are determined by a court of competent jurisdiction to be invalid, the remaining terms and conditions shall remain in full force and effect.
16. BINDING EFFECT. The terms and conditions of this purchase order shall inure to the benefit of and be binding upon, as the case may be, Buyer, Seller and their respective successors and assigns, subject however, to the provisions of Paragraph 7 above.
17. CONFIDENTIAL RELATIONSHIPS. Seller agrees to treat as confidential all specifications, drawings, blueprints, schematics, information as to materials intended to be incorporated in or attached to one or more of the products sold by Seller to Buyer, formulas, designs, samples, bills of material, photographs, computer printouts, tapes, video or audio material, and/or any other proprietary or confidential information provided it by Buyer or which Seller obtain, either directly or indirectly, by virtue of its dealings with Buyer.