These terms and conditions apply to the purchase of components, materials and applicable services directly used in the production of goods supplied to our customers.
The Buyer (SST Conveyor Components – “SST”) hereby offers to purchase the goods described on the Purchase Order provided. This offer is conditioned expressly on the Seller’s assent that any additional, different, or contrary terms and conditions by the Seller shall have no force or effect and shall not constitute any part of the agreement between the Seller and the SST.
ADDITIONAL TERMS AND CONDITIONS
Acceptance. Seller shall be deemed to have accepted SST’s offer to purchase the goods described on Purchase Order upon the first to occur of: SST’s receipt of Seller’s written acknowledgment or Seller’s production, shipment, or delivery according to schedule of any such goods.
Cancellation. SST 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.
Prices. The price includes all taxes and delivery charges and such prices shall not be increased without SST’s prior written consent. If prior to shipment Seller reduces its price to any other purchaser for any such goods, the price payable by SST shall be reduced accordingly.
Delivery Dates. Times is of the essence with respect to the delivery dates and no such dates may be accelerated, delayed, or otherwise altered without SST’s prior written authorization.
Samples. Seller, at its expense, shall provide at SST’s request all samples, drawings and specifications related to the goods.
Non-Conforming Orders and Goods. Delivered goods are subject to SST’s inspection, testing, and approval. SST 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 SST’s other legal and equitable rights and remedies under the Uniform Commercial Code.
Warranties. Seller hereby warrants that the goods purchased by SST shall conform to SST’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 SST of the goods.
Patent Warranty. Seller also warrants that SST’s purchase, use or resale of the goods will not infringe on any patents, trademarks or copyrights. Seller shall indemnify SST and hold SST harmless from and against all claims, demands. damages and cost incurred by SST in and related to Seller’s breach of the forgoing warranty.
Assignment. Seller may not delegate or assign any of its obligations or claims hereunder without SST’s prior written authorization.
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.
Waiver. The waiver by SST 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.
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. SST 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 SST or its property in any jurisdiction to enforce any award or judgement obtained in Hamilton County, Ohio.
Entire Agreement. The terms and conditions stated herein constitute the entire agreement between Seller and SST and no contrary, additional or different terms and conditions shall be binding on SST unless accepted in writing by an authorized representative of SST.