BUYER HEREBY OFFERS TO PURCHASE THE GOODS DESCRIBED ON THE REVERSE SIDE HEREOF ON THE TERMS AND CONDITIONS SPECIFIED THEREON AND ON THE ADDITIONAL TERMS AND CONDITIONS SPECIFIED BELOW. THIS OFFER IS CONDITIONED EXPRESSLY ON SELLER’S ASSENT THAT ANY ADDITIONAL, DIFFERENT OR c rn,1TRARY TERMS OR CONDITIONS IN ANY ACCEPTANCE OR ACKNOW LEDGEMENT HEREOF BY SELLER SHALL HAVE NO FORCE OR EFFECT AND SHALL NOT CONSTITUTE ANY PART OF THE AGREEMENT BETWEEN SELLER AND BUYER.
ADDITIONAL TERMS AND CONDITIONS
1. Acceptance. Seller shall be deemed to have accepted Buyer’s otter to purchase the goods described on the reverse side hereof upon the first to occur of: Buyer’s receipt of Seller’s written acknowledgment
or Seller’s production, shipment or delivery according to schedule of any such goods.
2. Cancellation. Buyer reserves the right to cancel, with or without cause and without liability to Seller. all or any part of any undelivered portions of this order.
3. Prices. The price on the reverse side hereof include all taxes and delivery charges and such prices shall not be increased without Buyer’s prior written consent. If prior to shipment Seller reduces its price to any other purchaser for any such goods, the price payable by Buyer shall be reduced accordingly.
4. Delivery Dates. Times is of the essence with respect to the delivery dates on the reverse side hereof and no such dates may be accelerated, delayed or otherwise altered without Buyer’s prior written authorization.
5. Samples. Seller, at its expense, shall provide at Buyer’s request all samples, drawings and specifications related to the goods.
6. Non-Conforming Orders and Goods. Delivered goods are subject to Buyer’s inspection. testing and approval. Buyer may return to Seiler, at Seller’s expense, any and all non -conforming orders and goods. The foregoing shall not limit in any manner or be in lieu of Buyer’s other legal and equitable rights and remedies under ti1e Uniform Commercial Code or otherwise.
7. Warranties. Seller hereby warrants that the goods purchased by Buyer shall conform to buyer’s specifications, shall be free from defects in material and workmanship·, shall be merchantable and shall be fit for the ordinary purposes for which such goods are used. This warranty shall survive any inspection. acceptance or payment by Buyer of the goods.
8. Patent Warranty. Seller also warrants that Buyer’s purchase, use or resale of the goods will not infringe on any patents, trademarks or copyrights. Seller shall indemnify Buyer and hold Buyer harmless from and against all claims, demands. damages and cost incurred by Buyer in and related to Seller’s breach of the · forgoing warranty.
9. Assignment. Seller may not delegate or assign any of its obligations or claims hereunder without Buyer’s prior written authorization.
10. Compliance with Laws. Seller shall comply in all respects with all applicable federal, state and local laws, rules and regulations in connection with the production, shipment and delivery of the goods.
11. Waiver. The waiver by Buyer of any breach of these terms and conditions shall not constitute or be deemed to be a waiver of any previous or subsequent breach thereof.
12. Governing Law. The agreement shall be deemed to have been entered into, executed, delivered and performed by the parties in, and shall be governed by and construed in accordance with the laws of, the State of Ohio. Buyer hereby consents to the exclusive jurisdiction of any state of federal court in Hamilton, County, Ohio with respect to any controversy or other mailer directly or indirectly related to or arising in connection with this agreement and hereby waives all objections and defenses based on lack of personal jurisdiction, improper venue or FORUM NON CONVENIENS: provided that nothing contained herein shall
prevent Seller from bringing any action or exercising and rights against Buyer or its property in any jurisdiction to enforce any award or judgement obtained in Hamilton County, Ohio.
13. Entire Agreement. The terms and conditions stated herein constitute the entire agreement between Seller and Buyer and no contrary, additional or different terms and conditions shall be binding on Buyer unless accepted in writing by an authorized representative of Buyer.