This order must not be filled at higher prices than last quoted or charged, without advice. We allow no charge for boxing, packing or cartage unless by agreement. We require in each box or package a memorandum of contents and shipper’s name. The right is reserved to cancel this order at no charge if not filled within a reasonable time.
Payment for any goods under this contract shall not constitute acceptance hereof. All goods purchased hereunder are subject to inspection at Buyer’s destination either before or after payment or before or after acceptance, at Buyer’s option. Buyer reserves the right to reject and refuse acceptance of goods which are not in accordance with the instructions, specifications, drawings and data or Seller’s warranties express or implied. Goods not accepted will be returned to Seller for full credit or replacement at Buyer’s option and at Seller’s risk and expense, including transportation charges both ways. No replacement of rejected goods shall be made unless specified by Buyer in writing.
Seller hereby warrants that the whole of the goods furnished hereunder shall be of merchantable quality and fit for Buyer’s purposes and that they shall conform with Buyer’s instructions, specifications, drawings and data. Seller hereby further warrants that the whole of the goods furnished hereunder shall conform to all representations, affirmations, promises, descriptions, samples or models forming the basis of the contract. Seller agrees to notify buyer at least 30 days prior to initiating any change to their product(s), service(s), or processes. Seller agrees that these warranties shall survive acceptance of the goods. Said Warranties shall be in addition to any warranties of additional scope given by Seller to Buyer. None of said warranties and no other implied or express warranties shall be deemed disclaimed or excluded unless evidenced by a purchase order change notice or revision issued and signed by Buyer.
All technical information in the nature of designs, blueprints, specifications, engineering data for production or product know-how, which is supplied to the Seller by the Buyer to facilitate or assist in the performance of this contract shall, unless otherwise agreed, be considered and kept confidential by the Seller, and the Seller will use and cause its employees and agents to use extreme caution not to disclose and such information either directly or by incorporation of such information in or its use in manufacturing products for others. Additionally, Seller agrees to assign to the Buyer and not otherwise to make use of any invention, improvement or discovery (whether or not patentable), conceived or reduced to practice in the performance of the contract by any employee of the Seller or other person working under Seller’s direction and such assignment shall be considered as additional consideration for the making of this contract. Upon completion of performance of this contract, the Seller shall deliver to the Buyer any and all information relating to any such invention, improvement or discovery and shall cause employees or others subject to Seller’s instructions to sign as appropriate all documents necessary or convenient to enable the Buyer to file applications for patents throughout the world and to obtain title thereto.
Seller further agrees to indemnify and save Buyer harmless from any and all losses, liabilities, claims, suits, and expenses, including court costs and reasonable attorney’s fees, related in any way to this contract or the services performed or goods delivered under the contract, except for goods manufactured entirely to Buyer’s specifications, which are claimed or made by any person, firm, association or corporation, including employees, workmen, servants or agents of the Seller and his subcontractors arising from any cause or for any reason whatsoever. Seller further agrees, upon receipt of notification, to promptly assume full responsibility for the defense of any and all such suits, actions or proceedings, which may be brought against Seller or against Buyer.
The failure of Buyer to insist, in any one or more instances, upon their performance of any of the terms, covenants or conditions of this contract or to exercise any right hereunder, shall not be construed as a waiver or relinquishment of the future performance of any such terms covenants or conditions or the future exercise of such right, but the obligation of Seller with respect to such future performance shall continue in force and effect.
Neither the contract between Buyer and Seller, the Purchase Order, nor any interest in either shall be assigned or transferred without the prior consent in writing of Buyer.
The Seller warrants that the production and sale of the material, labor, services, facilities, etc., to be supplied hereunder will comply with all applicable federal, state, municipal and local laws, orders and regulations.
The validity and construction of the contract between Buyer and Seller shall be governed by the laws of the state of Ohio.
