2. Offer of Sale
Any purchase order issued in response to this offer to sell is considered to be Buyer's acceptance of these Terms and Conditions of Sale. Seller hereby objects to any additional, different or conflicting terms or conditions set forth in Buyer's purchase order. No terms or conditions of Buyer's purchase order shall be effective unless expressly accepted by Seller in writing.
3. Prices, Taxes and Payment
Prices will be those in effect on order date. Written or verbal quotations expire at the end of 30 days, unless otherwise agreed to by Seller in writing. The amount of any present or future duties, taxes or other charges imposed on any transaction between Buyer and Seller shall be added to the prices quoted or invoiced and shall be paid by Buyer, except those already charged on the face hereof. Buyer shall provide Seller with a tax exemption certificate acceptable to the authorities imposing the same. Buyer agrees to pay for Products and any shipping or other charges in full on the terms set forth in Seller's invoice or other documents. In addition to all other remedies Seller has under applicable law, in the event of Buyer's default, Seller shall have the right to charge interest on overdue balances at the rate of One and One-Half (1.5%) Percent per month. Buyer shall also pay all costs of collection including, without limitation, attorney's fees.
4. Warranty
Where warranties are made for specific Products, the terms of those warranties shall apply. For all other Products, Seller warrants only that a Product will be free from defects in materials and workmanship when products are installed and operated in accordance with factory recommendations and instructions. This warranty specifically excludes damages or wear to Products caused by misuse, abrasion, corrosion, negligence, accidents, or faulty installation. Any warranty claims must be made in writing within the warranty period.
The sole liability of Seller and the exclusive remedy of the Buyer arising out of the supply or use of a Product, whether arising under contract, tort (including negligence), strict liability or otherwise shall be the modification, adjustment, repair, or replacement of the goods, or refund of the purchase price.
Seller and Buyer agree that, in consideration of the above express warranty, all other warranties and guarantees, other than title, either expressed or implied, including warranties of merchantability and fitness for a particular purpose are excluded.
5. Shipment and Risk of Loss
Unless different terms are stated by Seller on the face hereof, all prices are F.O.B. Seller's place of business. Method and route of shipment will be at Seller's discretion. Seller reserves the right to make delivery in installments, and all installments invoiced shall be paid for when due per invoice, without regard to the date of subsequent deliveries. Risk of loss or damage to the Products shall pass according to the applicable shipping term.
6. Delay in Performance
Seller shall not be in default nor liable for any expense, loss or damage occasioned by a delay in performance due to causes beyond its control, including but not limited to labor disputes, floods, fire, transportation delays, inability to obtain materials, or manufacturing equipment breakdown. If no delivery date is part of this agreement, then delivery shall be subject to reasonable production scheduling by Seller.
7. Intellectual Property
All tangible and intangible property and the like, including without limitation, ideas, strategies, trade secrets, patents, trademarks, service marks, mold dyes, copyrights, inventions, documentation, computer programs, improvements, enhancements, developments, formulations, know-how, processes, methods, concepts, results, discoveries, designs, patterns, devices, diagrams, processes, charts, drawings, data, specifications and like information, (collectively, 'Project Intellectual Property') conceived of, developed, and/or first reduced to practice in the performance of the Seller's obligations under this Purchase Order, and including the specifications of all Products, will be exclusive property of the Seller, regardless of the time and place performed and whether arising by the Seller's own deed or from the collaboration with others. Buyer hereby assigns all rights, title and interests in and to all Project Intellectual Property to the Seller.
8. Ownership of Production Assets
All work performed by the Seller under this Purchase Order including but not limited to all tools, dies, patterns, etc. ('Production Assets') will be at all times the property of the Seller.
9. Best Efforts
All work performed by the Seller under the Associated Purchase Order is to be Best Efforts.
10. Indemnification
If Seller makes a Product to Buyer's specifications, or if Seller's Product has been modified or altered in any way by any party other than Seller after shipment, or if any party other than Seller has misused, misapplied, damaged or been guilty of negligence in relation to a Product, Buyer agrees to hold Seller harmless and indemnify it against any loss, cost, damage or liability paid or incurred by Seller: (a) from any and all third party claims; or (b) resulting form any recall, inspection, testing replacement, or corrosion of any Product; or (c) resulting from the violation of any law, regulation, rule, order, or restriction of any governmental authority resulting from or incident to the sale of a Product to Buyer; or (d) resulting from any actual or allege infringement of any patent, copyright or similar common or civil law right of third party resulting from sales of a Product to Buyer; and any costs of defense, attorney's fees, inspector's fees and/or costs of testing incident to any of the foregoing.
11. Limitation on Liability
Seller shall not be liable, whether arising under contract, tort (including negligence), strict liability, or otherwise, for loss of anticipated profits, loss by reason of plant shutdown, non-operation or increased expense of operation, cost of money, loss of use of equipment, capital or revenue, or for any economic or consequential loss or damage. Seller's maximum liability, whether arising from breach of contract, tort (including negligence), strict liability, breach of warranty or otherwise shall not exceed the purchase order price.
12. Governing Law
Any contract resulting from this offer to sell shall be governed by the laws of the State of Connecticut.