ACCEPTANCE OF THIS ORDER CONSTITUTES AN AGREEMENT TO THE FOLLOWING CONDITIONS:
1. Should the Buyer be directed by proper authority to discontinue the manufacture of any article for which parts and/or materials ordered from the Seller are intended to be used, the Buyer may terminate the orders for such parts and materials by a notice in writing to the Seller. Such termination shall be effective in the manner and upon the dates specified in said notice and shall be without prejudice to any pre-existing claims which the Buyer may have against the Seller or the Seller against the Buyer. Upon receipt of such notice, the Seller shall, unless the notice directs otherwise, immediately discontinue all work and the placing of all orders for materials, facilities and supplies in connection with the performance of the orders so terminated, and shall proceed to cancel promptly all its outstanding orders insofar as such orders are chargeable to the Buyer’s orders so terminated.
2. All material subject to inspection and approval of Buyer, notwithstanding prior payment to obtain cash discount.
3. Seller must pay all transportation and handling charges, both ways, as rejected material, and material received in defective condition is the Seller’s property, and the Buyer is not responsible for damages.
4. You guarantee that the sale or use of the articles herein purchased will not infringe any United States or Foreign patent, and you covenant that you will at your own expense, defend every suit which shall be brought against Chemtool or those selling or using any product of Chemtool for any alleged infringement of any patent by reason of the sale or use of such articles, and you agree to pay all costs, damages and profits, recoverable in any such suit.
5. Raise objection, if any, before proceeding to execute this order in whole or in part.
6. The Seller warrants that all articles or materials delivered hereunder shall be free from defects of material or workmanship. The warranties of the Seller shall run to the Buyer and/or its customers.
7. The Buyer reserves the rights to defer shipment on this order if our production is held up or deferred by the United States Government or any of its subcontractors or manufacturing conditions that may occur at our plant that are beyond our control.
8. Verbal instructions or agreements relative to our altering this order in any way are unauthorized, and will not be recognized and no change shall be made except upon written instructions.
9. Seller represents that, in fulfilling this order, it is in full compliance with the requirements of the Fair Labor Standards Act of 1938 and all applicable Federal, State or local laws, statues, ordinances, rules, directives, executive orders and regulations whether such requirements relate to the price of service and/or materials applicable taxes or levies, the conditions of labor, equal opportunity in employment, rates of pay, manufacturing environment, the shipment of merchandise or materials, or other relevant activities or factors incidental to this order.
10. We reserve the right to return all material overshipped on this order at Seller’s expense.
11. Each invoice bearing this order number must be mailed not later than day following shipment and be accompanied by Bill of Lading if shipment is made by rail or water.
12. A separate invoice must be rendered for each lot of material shipped or delivered to our Receiving Department on account of this order.
13. It is understood that the Vendor will be responsible for the return to us of all materials delivered to him for further operation.
14. No assignments of this order or of any moneys due or to become due thereunder shall be binding upon Buyer until its written consent thereto is obtained.
15. They Buyer reserve the right to refuse or cancel an order if the price invoiced or to be invoiced is higher than that quoted in the order. If the Seller provides the Buyer with due notification of a price raise applying against an outstanding order, the Buyer shall have the option of accepting the price or canceling the order.
16. Acknowledgement of this order on the Seller’s own form shall be deemed as for its own internal administrative purposes only and shall not have the effect of altering the terms and conditions of this order as set forth herein.