This purchase order constitutes Buyer’s offer to Seller to purchase the specified goods pursuant to the terms set forth on both sides hereof. This offer to purchase expires unless promptly accepted by Seller. Seller’s timely acknowledgement of this order, commencement of work on this order or shipment of goods specified in this order shall be conclusively deemed acceptance of this order, including the terms contained herein, unless Seller explicitly informs Buyer that the foregoing do not manifest Seller’s acceptance of this order. No terms or conditions stated by Seller in acknowledging and accepting this order shall be binding upon Buyer if they are in any way inconsistent with or in addition to the terms herein set forth unless expressly accepted in writing and signed by Buyer. The terms stated on both sides hereof (including incorporated terms) are the final and complete agreement between Buyer and Seller and cannot be modified or waived by a course of conduct or otherwise than by written agreement signed by Buyer. Buyer’s failure to object to inconsistent or additional terms or conditions contained in any of Seller’s responses to this purchase order shall not be a waiver of the terms contained herein or an acceptance of such inconsistent or additional terms.
Seller shall not fabricate any of the goods ordered hereunder, or procure any of the materials required for their fabrication, or ship any fabricated goods to Buyer, except to the extent authorized in the purchase order and release authorizations issued there under by Buyer. Buyer shall have no responsibilities for goods or material for which authorizations have not been issued.
Buyer has the right at any time prior to completion of the order to make, by written notice to Seller, changes within the general scope of this order. If such changes affect the time or cost of performance, an equitable adjustment shall be made in the performance schedule and/or purchase price by agreement of Buyer and Seller. All claims by Seller for adjustment under this paragraph must be asserted, in writing and in full, within 30 days of Buyer’s order change notice or Seller’s claim shall be waived. Seller shall not be entitled to any extras under this order agreement except pursuant to Buyer’s order change and this paragraph.
Buyer has the right at any time to direct Seller to cease all further work on the goods ordered or to limit further work to completion of work in process. In such event, Buyer’s liability shall be limited to the pro rata purchase prices of the finished goods plus the cost of raw materials and work in process but only to the extent that such raw materials, work in process and finished goods were not procured or fabricated unnecessarily in advance or in excess of buyer’s delivery requirements and only if such material and goods are not regularly carried in inventory by Seller. In any event, there shall be no liability under this order for failure to take delivery or pay the purchase price or render other performance if commercially impractical due to fire, accidents, Acts of God, labor difficulties, government actions, third party failures, or any other conditions beyond the reasonable control and without the fault or negligence of the Buyer.
Neither Buyer nor Seller shall be liable for any delay or failure in performance, or for any damages suffered by the other party by reason of such delay or failure in performance, if caused by or arising directly from any act, event or circumstance beyond such party’s reasonable control without such party’s fault or negligence, including, but not limited to, acts of God, vandalism, sabotage, accidents, fires, tornadoes, earthquakes, volcano, pandemics, epidemics, interruption of utility services, acts of terrorism, or acts of any unit or agency of government (collectively, “Force Majeure Events”). Seller’s economic hardship or changes in market conditions are not considered Force Majeure Events. Seller will be expected to manage its supply chain, including internal operations, equipment, manpower, subcontractors, and third-party suppliers in a reasonable and proactive manner. Failure to perform due to poor maintenance, labor planning, insufficient inventory or other similar supply chain disruptions are also not considered Force Majeure Events. Any delays so occasioned shall result in a corresponding extension of either party’s dates of performance that are, in any event, understood to be approximate. Seller shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under this purchase order. If a Force Majeure Event prevents Seller from carrying out its obligations under this purchase order for a continuous period of more than thirty (30) calendar days, Buyer may terminate this purchase order immediately by giving written notice to Seller.
Designs, drawings, information, equipment, material, and tools or tooling supplied or paid for by Buyer for this order belongs to Buyer. Seller agrees not to modify them or use them for any other purpose or person; nor will they be used to make more items than ordered herein, unless the foregoing are authorized by Buyer in writing. At Buyer’s discretion, they shall be returned to Buyer or replaced if broken or damaged by Seller’s negligence.
Seller guarantees that the sale or use of any or all articles or materials delivered hereunder will not infringe any United States or foreign Patent, that he will, at his own expense, defend any action, suit or claim in which any infringement of Patent Rights is alleged with respect to the sale or use of said articles or materials; and that he will save the Buyer and/or its customers from any loss, damage or liability which may be incurred on account of infringement or Patent Rights with respect to the articles or materials delivered unless said articles or materials are produced in accordance with Buyer’s designs and specifications.
Invoices must be in triplicate (unless otherwise stated) and must be timely received by Buyer. If, without Buyer’s fault, correct invoice(s) are not timely received by Buyer, then discount periods for payment of the invoice(s) shall run from the date of actual receipt or the date they should have been timely received, whichever is later.
Unless otherwise stated on the face hereof, all sales, use, excise and other taxes applicable to the manufacturing or furnishing of the goods or materials hereunder shall be the sole responsibility of Seller, and Seller shall reimburse Buyer for any such taxes imposed on Buyer.
All questions of validity, interpretation and performance requirements arising out of this agreement between Buyer and Seller shall be governed by the laws of the State of Illinois (Uniform Commercial Code). Modifications of these terms appearing on the face of this order shall prevail whenever they are in conflict with the printed terms on this side.