1. ALTERATION OF TERMS - Acceptance of the terms of this order by acknowledgement, performance or shipment shall be unqualified and unconditional and none of the provisions contained in this Purchase Order may be added to, modified, superseded or otherwise altered except, by a written instrument signed by an authorizedrepresentative of Buyer and delivered by Buyer to Seller. Each shipment received by Buyer from Seller shall be deemed to be only upon the provisions contained in this Purchase Order, notwithstanding any provisions that may be contained in any commercial form of Seller previously or hereafter transmitted to Buyer and notwithstanding Buyer's acceptance of or payment for any shipment or the like.
2. TIME - Time is of the essence. Seller shall notify Buyer immediately of any circumstance which is delaying, or which threatens to delay the timely performance of any agreement formed by acceptance of this Order, but such notice shall not excuse performance by Seller nor affect Seller's liability for performance hereunder.
3. TAXES - The price stated on the face hereof includes all, if any, applicable local, state and federal excise, sales and use taxes.
4. SHIPMENTS, DELIVERIES AND PACKING - Buyer reserves to reject or return at Seller's risk and expense shipments made in advance of requirement schedules, or to defer payment on advance deliveries until scheduled delivery dates. No charge will be paid by Buyer for packing, boxing, or cartage, unless specified on the face hereof. Loss of or damage to any goods not packed in such a manner as to insure proper protection to same shall be borne by Seller. Each package of goods shippedmust contain a memorandum showing shipper's name, contents of package, and the purchase order number on the face hereof. Title and risk of loss and damage to material purchased hereunder by Buyer shall vest to Buyer when the material has been delivered at the F.O. B. point as agreed.
5. SUBCONTRACTING - Seller may not subcontract any part of the work under this Order without prior written consent of Buyer.
6. RIGHT TO MAKE CHANGES - Buyer shall have the right, by written notice, to make changes in the services to be rendered or the materials to be furnished by
the Seller hereunder. Any such change request by Buyer pursuant to such right shall be promptly negotiated for any possible equitable agreement as to the price.
7. INSPECTION - Buyer and Buyers customers shall reserve the right to inspect any part of the work under this order at the Seller's place of business. Notwithstanding prior payment and/or inspection by Buyer, all shipments of goods and/or services rendered hereunder shall be subject to final inspection by and approval ofBuyer after arrival of such goods at Buyer's place of business and/or after such services have been rendered.
8. WARRANT - Seller warrants the material furnished hereunder (a) to be free from defects in title, labor, material or workmanship, (b) to conform to applicable specifications, drawings, samples or other descriptions given, (CJ to be suitable for the purpose intended, (d) to be of merchantable quality, (e) that material of Seller's design will be free from defects in design and further warrants that the material furnished hereunder or any combination thereof does not infringe or violate any third party patent, trademark, copyright, trade secret or license or other proprietary right of any other party.
9. NONCONFORMANCE - If any part of this Purchase Order is defective in design, or workmanship or otherwise not in conformity with the requirements of this Purchase Order, Buyer may elect in its sole and reasonable discretion to: (a) return the nonconforming parts for replacement; (b) cause Seller to repair the nonconforming parts; (c) repair the nonconforming parts and recover reasonable expenses of repair from Seller; or in the event Seller is unable to remedy the nonconforming condition, Buyer reserves the right to reject and return the nonconforming parts, not to be replaced, and with full refund of all costs paid by Buyer for the parts (without any deductions by Seller). All nonconforming parts returned by Buyer to Seller, and all replacement parts shipped to Buyer to replace nonconforming parts, shall be at Seller's risk and expense, including transportation charges.
10. OPTION TO CANCEL - Buyer shall have the option to cancel or suspend by written notice, in whole or in part, the agreement Seller's acceptance of this order. If Buyer exercises the option to cancel or suspend, Seller shall not incur any additional costs in connection with the agreement after receipt of notification to cancel or suspend. Buyer agrees that he will promptly negotiate an equitable adjustment with Seller, including compensation for actual costs and reasonable profits completed up to the cancellation or suspension provided that it receives a claim for adjustment in writing, specifying the amount claimed with cost figures, within thirty (30) days from the date ofreceipt by Seller of the notification of the exercise of the option. The amount claimed shall not exceed the price set forth herein less Seller's charges for Sellers performance to complete. Seller acknowledges that the amount specified in any claim for adjustment shall in all cases constitute the maximum due from Buyer to Seller under thisagreement.
11. TERMINATION FOR SELLER’S DEFAULT - Buyer may terminate the whole or any part of this purchase order at any time without liability except for items accepted hereunder in the event of Seller's breach of any of the provisions of this agreement.
12. INSOLVENCY OF SELLER- At its option, Buyer may terminate this contract in the event of any proceeding, whether voluntary or involuntary in bankruptcy or insolvency by or against Seller.
13. RESPONSIBILITY AND INDEMNIFICATION - All work to be performed by Seller hereunder shall be performed entirely at the risk of Seller and Seller shall defend, indemnify and hold harmless Buyer, its agents, servants, representatives, and employees from and against any and all loss (including without limitation, loss of use), liability, damage, claims, demands, actions, and/or proceedings and all costs and expenses connected with any thereof (including, without limitation, attorney's fees) of whatsoever nature on account of any and all damage to or loss or destruction of any property (including, without limitation, property of Buyer), or injury to or death of any person (including, without limitation, employees of Buyer) arising directly or indirectly out of or in connection with the performance of Seller of such work. Without limiting the generality of the foregoing, Seller agrees to indemnify and hold Buyer harmless from and against all claims and liens of any and all persons based upon the furnishing of laborand/or materials in connection with the goods sold and/or services rendered by Seller hereunder.
14. BUYER’S PROPERTY - All property of Buyer furnished or made available to Seller for performance of work under this Purchase Order shall be segregated from Seller's property and be marked and identified as Buyer's property. Such property shall be used exclusively for performance of Seller's obligations under this Purchase Order and shall be returned to Buyer at its written request, or upon termination, cancellation or completion of this Purchase Order. Seller agrees to maintain such property in good condition and assume all risks and liabilities for loss or damage thereto and will purchase insurance to cover the replacement cost of such property.
15. USE OF INFORMATION - Seller shall not disclose to any person or entity, other than those employees of Seller who have a need to know, any information of Buyer, whether written or oral, which Seller may obtain from Buyer or otherwise in the performance of this purchase order.
16. INSURANCE - Seller shall carry insurance protection sufficient to meet all the liabilities that are mentioned herein.
17. COMPLIANCE WITH LAW - Seller shall comply with all applicable federal, state and local laws, regulations and orders. Furthermore, this agreement shall be
deemedto have been made at Bloomingdale, Illinois and its construction andthe rights of the parties hereunder shall be governedby the laws of the State of Illinois.