Standard Terms & Conditions
PRICE. The initial price of each Product is set forth on the facing page of this quotation. The initial price for each Product shall be subject to quarterly adjustments on January 1, April 1, July 1, and October 1 to reflect any change in the price to Seller of resins used in the production of the Product.
PAYMENT. All invoices from Seller for the Products shall be due and payable in full 30 days from invoice date. Any invoice not paid within such 30-day period shall be paid with interest at 1.5% for each month or partial month following the expiration of such 30-day period. Buyer hereby agrees to pay all invoices plus interest within 60 days of the invoice date.
SHIPMENT. All Products shall be shipped Ex Works (Seller’s Plant (Warminster, Pennsylvania, or Marion, Indiana) freight collect for shipment at Buyer’s cost and risk via common carrier selected by Buyer. Title to the Products shall transfer to Buyer at Seller’s plant (Warminster, PA, Marion, IN, or Morristown, TN).
INSPECTION BY BUYER. Buyer shall make an inspection of Products shipped by Seller immediately upon receipt at Buyer’s destination and failure by Buyer to provide Seller with written notice of any claim within 30 days after receipt of the Products at Buyer’s destination shall constitute an acceptance of such Products as fully conforming and without defect.
WARRANTIES AND CLAIMS. Seller only warrants that it will convey good title to Products, except that, where Products are sold pursuant to agreed specifications, the Products shall conform thereto. SELLER DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, AND BUYER EXPRESSLY WAIVES ANY OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ALLEGEDLY ARISING FROM ANY USAGE OF ANY TRADE OR FROM ANY COURSE OF DEALING. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, SELLER SHALL HAVE NO WARRANTY, LIABILITY OR OBLIGATION TO BUYER WITH RESPECT TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO ABUSE, MISUSE, IMPROPER STORAGE OR USE, NEGLIGENCE, ACCIDENT, ALTERATION, TAMPERING, OR SUBJECTED TO UNUSUAL PHYSICAL STRESS.
LIMITATIONS OF LIABILITY. Seller shall have no monetary liability whatsoever under or in connection with this agreement except to replace any defective Products and to reimburse Buyer for any shipping costs incurred in delivering Products to Buyer’s destination. Seller shall not be liable to Buyer in contract, tort, or strict or absolute liability or otherwise for any special, punitive, exemplary, incidental, indirect, or consequential damages, including, without limitation, lost profits.
INVENTIONS AND DISCOVERIES. Buyer understands that Seller owns, or has the right to use (including the right to make, sell, offer to sell or manufacture), trade secrets, and/or one or more patents relating to the Products or the process for the manufacture of the Products. Buyer also understands that Seller has the know-how to manufacture the Products (together with the patents and trade secrets, the “IP”). All new inventions and new discoveries made by Seller or new ideas conceived by Seller, whether patentable or not and whether previously or subsequently made or conceived, relating to the IP or the Products, either solely or jointly with others, as a result of or in connection with producing or designing the Products for Buyer or otherwise shall be the sole and exclusive property of Seller. To the extent that Buyer might be deemed to have any interest therein, Buyer, except as may otherwise be expressly agreed by Seller in writing, hereby unconditionally assigns to Seller all of Buyer’s right, title and interest therein. Buyer agrees to execute any and all documents deemed necessary by Seller to document or effectuate the foregoing agreements at any time, and from time to time.
TOOLING. In the event Seller agrees to design and/or build any mold to manufacture the Product, such mold shall at all times remain on the premises of Seller, and Buyer shall have no ownership or other interest in such mold or the know-how or intellectual property associated with such mold, except that Seller shall not utilize such mold for any purpose other than to manufacture the Product exclusively for Buyer.
FORCE MAJEURE. Neither party shall be responsible for delays, failures, or omissions due to any cause beyond its reasonable control, wheresoever arising and not due to its own negligence and which cannot be overcome by the exercise of ordinary due diligence, including, but not limited to, labor disturbances, riots, fires, earthquakes, floods, storms, lightning, epidemics, war, disorders, hostilities, expropriation or confiscation of property, failure of and delays by carriers, interference by civil or military authorities, acts of God, acts or regulation or priorities of federal, state, or local governments or branches or agencies thereof; provided, however, that nothing in this section shall excuse delayed payment or non-payment.
ASSIGNMENT. This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective assigns and successors in interest; provided, however, that Buyer shall not assign this agreement in whole or in part without the prior written consent of the Seller.
ENTIRE AGREEMENT. The entire agreement between Buyer and Seller is contained herein and on the reverse hereof. This agreement supersedes all previous agreements between Buyer and Seller which are not expressly incorporated herein, and there are no other agreements or understandings between Buyer and Seller respecting Buyer’s procurement of Products from Seller. In the event of any conflict or inconsistency between the terms of this agreement and any purchase order, invoice, or other document, this agreement shall control.
APPLICABLE LAW; JURISDICTION. This agreement shall be governed by the internal laws of the Commonwealth of Pennsylvania, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdictions other than those of the Commonwealth of Pennsylvania. Buyer and Seller hereby agree that any action based on, arising out of, under or in connection with this agreement or any Transaction shall be subject to the exclusive jurisdiction of the state and federal courts located in the Commonwealth of Pennsylvania, and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such action.