1. Price. Shipping allowances and prices are subject to change by Seller without notice. Increases in labor, freight and material costs before completion of contract plus applicable overhead may
be invoiced to Buyer. Premium time as required by Buyer will be invoiced as an extra.
2. Delivery or Performance.. Unless otherwise specified on the face hereof, all deliveries are F.O.B. point of shipment. Shipment will be made in accordance with instructions issued by Seller. Upon
delivery of goods to carrier, Buyer assumes risk of all loss and damage resulting from any cause whatsoever. Shipping, delivery or performance dates are approximate and are not guaranteed. Seller
reserves the right to ship and invoice for a quantity of goods which may vary up to ten percent over or under the quantity specified and Buyer agrees to accept delivery and pay for such revised
quantity and consider the shipment to be complete. Partial deliveries shall be accepted by the Buyer and paid for at contract prices and terms. Buyer shall have no right to delay the delivery or shipment
date.
3. Force Majeure. Seller shall not be liable for any delay or other failure of performance due to causes beyond its reasonable control, including without limitation acts of God, acts of Buyer, acts
of military or civil authorities, fire or other casualty, strikes, lockouts, weather, epidemic, war, riot, delays in transportation or car shortages, or inability to obtain necessary labor, materials, components,
equipment, services, energy or utilities through Seller’s usual and regular sources at usual and regular prices. In any such event, Seller may, with notice to Buyer, at any time and from time
to time without further liability to Buyer (a) postpone its performance under this contract, (b) make partial performance or cancel all or any portion of this contract, or (c) allocate available quantities
among its customers in any manner which Seller deems reasonable. Cancellation of any part of this contract shall not affect Seller’s right to payment for performance of any other part hereof.
4. Warranty and Remedy. Unless otherwise expressly stated on the face hereof, Seller warrants to Buyer, for a period of 30 days from the date of shipment and/or performance or services, that
its services hereunder are performed in a good and workmanlike manner and that goods delivered hereunder, under proper and normal use, are free from material defects in materials and workmanship,
except that materials and services furnished by Seller’s suppliers or subcontractors are warranted by Seller only to the extent of the supplier’s or subcontractor’s express warranty to Seller.
If during such period Buyer promptly notifies Seller in writing of any breach of such warranty and complies with any applicable warranty procedures of Seller, Seller shall thereupon, at Seller’s option,
re-perform services, repair or replace any defective goods at Seller’s plant (Buyer to pay all transportation charges) or refund the price of the goods or services or part thereof which gives rise to
the claim. Seller shall make no allowance for repairs or alterations made by Buyer unless made with Seller’s prior written consent. The foregoing shall constitute the sole and exclusive remedy of
Buyer and the full liability of Seller for any breach of warranty. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED,
INCLUDING ANY WARRANTY OF PERFORMANCE, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, (AND SUPERSEDES AND EXCLUDES ANY ORAL WARRANTIES OR REPRESENTATIONS,
OR WRITTEN WARRANTIES OR REPRESENTATIONS, NOT EXPRESSLY DESIGNATED IN WRITING AS A “WARRANTY” OR “GUARANTEE” OF SELLER, MADE OR IMPLIED IN ANY
MANUAL, LITERATURE, ADVERTISING BROCHURE OR ANY OTHER MATERIALS). ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.
No warranties may be assigned to any subsequent Purchaser or user of the goods or services.
5. Limitations of Seller’s Liability. Seller’s liability on any claim of any kind, including negligence, with respect to the goods or services which are the subject of this contract, shall in no case
exceed the price of the goods or services or part thereof which gives rise to the claim. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
OR FOR DAMAGES IN THE NATURE OF PENALTIES.
6. Buyer’s Use. Buyer agrees that it is solely responsible for determining the suitability of any services and goods including all parts and components of the goods purchased from Seller and that
it is not relying on Seller in making such determination. Buyer will not order or use any goods or services unless it is satisfied that the goods and services are suitable for Buyer’s use. Buyer agrees
to store and use all goods and services in a safe manner. Seller is cautioning Buyer that not all products are compatible with plastic, glass, metal or the other goods and Buyer agrees not to use any
goods with any abrasive, caustic or acid solutions or any other substance which may cause injury to persons or property.
7. Limitation of Actions. Any action for any loss or damage with respect to the goods or services which are the subject of this contract must be commenced by Buyer within one year from the
date of delivery of goods or services or such claim shall be forever barred.
8. Indemnification and Waiver. Buyer shall defend, indemnify and hold harmless Seller from any cost, loss or damage sustained by Seller and from and against all claims asserted against Seller
with respect to the goods or services which are the subject of this contract including but not limited to that arising in whole or in part out of (a) failure of Buyer, its agents, employees or customers
to follow specifications, instructions, warnings or recommendations furnished by Seller, (b) failure of Buyer, its agents, employees or customers to comply with all applicable laws and regulations,
including, but not limited to, the Occupational Safety and Health Act of 1970 (29 U.S.C. 651, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. 1801, et seq.) the Resource Conservation
and Recovery Act (42 U.S.C. 6901, et seq.), the Toxic Substances Control Act of 1976 (15 U.S.C. 2601, et seq.), the Comprehensive Environmental Response, Compensation, and Liability Act of
1980 (42 U.S.C. 9601, et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. 136, et seq.), and any other applicable Federal, state and local laws and regulations governing
hazardous materials or safety, all as they may be amended or supplemented from time to time, (c) misuse of the goods by Buyer, its agents, employees or customers, (d) misrepresentation by Buyer,
its agents, employees or customers, (e) the sole or contributing negligence of Buyer, its agents, employees or customers, or (f) alleged infringement of any patent, trademark or copyright as a result
of Seller’s performance in accordance with Buyer’s designs, plans or specifications, (g) any and all lawsuits, liabilities, damages, injuries, claims, demands and expenses (including legal expenses)
of whatever kind and nature arising on account of the manufacture, use, storage, maintenance, repair or operation of any of Seller’s goods regardless of by whomever manufactured, used, operated,
maintained or stored and/or arising as a result of claims based upon strict liability imposed upon Seller except for claims directly resulting from Seller’s gross negligence . Buyer hereby waives
and releases Seller from all rights of contribution or indemnity to which Buyer may otherwise be entitled. As used in paragraph 8 hereof, the term “Seller” shall mean the Seller, its officers, directors,
agents, employees, subcontractors, parent, subsidiaries, divisions and affiliates. This Indemnity shall continue in full force and effect notwithstanding termination of any order.
9. Cancellation by Buyer. Buyer may cancel this contract only upon written notice to Seller and payment of reasonable cancellation charges including, without limitation, (1) the price for goods
and services completed or ordered prior to Seller’s receipt of such notice together with reasonable profit thereon, (2) all costs previously incurred in connection with uncompleted goods or services
together with reasonable profit thereon, and (3) all other expenses incurred by Seller by reason of such cancellation.
10. Taxes. All taxes and other charges imposed by federal, state, local or foreign governments on the manufacture, sale, shipment, import, export or use of the goods (other than income taxes)
are not included in the price and shall be paid by Buyer. Buyer shall defend, indemnify and hold harmless Seller from and against all liabilities for such taxes or charges and attorney’s fees or costs
incurred by Seller in connection therewith. If applicable, Buyer shall provide Seller with a tax exemption certificate from the taxing authorities.
11. Advice and Assistance. Upon request, Seller in its discretion may furnish as an accommodation to Buyer technical advice or assistance regarding the goods or services. Seller assumes no
obligation or liability for the advice or assistance given or results obtained, which shall be at Buyer’s sole risk.
12. Buyer’s Materials. All of Buyer’s tooling, goods, and other property in Seller’s possession shall be fully insured by Buyer and Buyer releases Seller from all liability for loss or damage to such
material caused by Seller’s negligence or otherwise. Whenever one year has elapsed since the completion of any order from Buyer requiring the use of such materials, Seller may make any use or
disposition of such materials without any liability to Buyer.
13. Seller’s Proprietary Rights. Seller shall be the sole owner of all drawings, inventions or improvements made by or for Seller in connection with the performance of this contract. Buyer shall
not reproduce any drawing furnished by Seller. Buyer shall not use or disclose any of Seller’s trade secrets or confidential information, whether or not designated as such, except as required in connection
with the use or resale of the goods or services covered by this contract.
14. Security Agreement, Credit and Collection. To secure payment of all sums due hereunder or otherwise, Seller shall retain a security interest in the goods delivered hereunder and this contract
shall be deemed a Security Agreement under the Uniform Commercial Code. Buyer authorizes Seller as its attorney to execute and file on Buyer’s behalf all documents Seller deems necessary to
perfect such security interest. Seller is relying upon Buyer’s representation of solvency and if Seller at any time reasonably believes that Buyer is insolvent or that Buyer’s credit is impaired, Buyer
shall be in material breach hereof and Seller may, without liability to Buyer, withhold performance hereunder, change the payment terms and/or repossess goods theretofore delivered. Title to the
goods covered by this contract shall remain in Seller until payment in full is received. In extending any credit hereunder, Buyer shall pay to Seller interest on the unpaid amount at the maximum
annual rate permitted by law or 1-1/2% per month, whichever is less and if Buyer fails to pay according to the terms of this contract, Seller may make such charges and may also collect the amount
unpaid with Buyer being liable to Seller for all costs of collection including attorney’s fees and court costs.
15. Buyer’s Financial Responsibility. If Seller shall at any time doubt Buyer’s financial responsibility, Seller may demand adequate assurance of due performance or decline to make any further
shipments except upon receipt of cash payment in advance or security. If Seller demands adequate assurance of due performance and the same is not forthcoming within 10 days after the date of
Seller’s demand, Seller may at its option (1) continue to defer further shipments under this order and/or any other order from Buyer which has been accepted by Seller until adequate assurances
are received or (2) cancel this order and any other order from Buyer which has been accepted by Seller and recover damages.
16. Miscellaneous. This contract constitutes the entire agreement between Buyer and Seller relating to the goods or services which are the subject hereof. No modifications shall be binding upon
the Seller unless in writing signed by Seller’s duly authorized representative. If any term or provision of this contract shall to any extent be invalid or unenforceable, the remainder of the contract
shall not be affected thereby, and each term and provision of this contract shall continue to be valid and enforced to the fullest extent permitted by law. No waiver by either party of default shall be
deemed a waiver of any subsequent default. The captions used herein shall have no substantive significance.
17. Choice of Law and Jurisdiction. These terms and conditions shall be construed in accordance with the laws of the State of Illinois, without regard to principles governing conflicts of laws. Buyer
and Seller consent to the jurisdiction and venue of the federal and state courts situated in or having their situs over Chicago, Illinois.
18. Attorneys’ Fees. If Seller pursues any legal action to enforce any of its rights, Seller shall be entitled to recover from Buyer all reasonable attorneys’ fees, any arbitration costs, and all other costs
and expenses incurred by Seller in connection with such action.
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