1. Seller’s acceptance of buyer’s order is expressly made conditional on Buyer’s assent to the terms and conditions on the front and back hereof. Buyer shall be deemed to have assented to the provisions hereof in all respects by its use of any goods shipped, or by failure to give Seller written notice of objection which is received by Seller within one (1) day of Buyer’s receipt of products.
  2. Seller’s products are offered for sale only on the terms and conditions contained herein. Prior dealings between the parties, Buyer’s purchase orders or other documents shall not affect said terms and conditions. Seller hereby objects to and shall not be bound by any oral or written agreement or other understanding, or by any change in, addition to, or waiver of any provisions hereof, unless approved in writing by an authorized representative of Seller.
  3. Prices and terms of payment are subject to change without notice, and as to any shipment will be the then current price in effect for that product(s) unless superseded by the terms and conditions of a particular contract, letter agreement, or Proposal (sometimes known as a Quotation) that has become a contract. Shipping dates are conditional upon availability of product. All sums shall be payable in legal tender of the USA Acceptance by Seller of bank drafts, checks or other media of payment is subject to collection. Payment shall be due according to the terms on the invoice. Seller may at any time, however, require payment in advance or at the time of delivery of the products or any part thereof. Seller reserves the right to cancel Buyer’s order in the event that Government regulations prohibit selling at the price or prices indicated herein.
  4. Seller warrants that its products supplied under this Agreement will: (i) conform in all respects to the specifications; (ii) be free of defects in materials and workmanship; and (iii) be free of all liens, claims and encumbrances.
    • (a) Seller agrees, at Buyer’s discretion to replace or refund the cost of any product or part thereof proved to be non-conforming or defective in material or workmanship under normal use after delivery. In the event of a replacement of Product, Supplier will then elect to replace or credit Buyer for the price of the defective Products without requiring its return. THE ABOVE WARRANTIES ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND OF ANY OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF THE SELLER.
    • (b) Seller’s recommendations or instructions as to use of any product, including its use alone or in combination with other products, or as to any apparatus or process of the use of any product in connection therewith, are based upon information believed to be reliable, but Seller makes no warranty or guarantee of results and assumes no obligations or liability with respect thereto. Such recommendations or instructions are not intended to suggest operations which would infringe any patents belonging to third parties under which Seller is not licensed with the right to grant sub-licenses, and Seller assumes no liability or responsibility for infringement of any such patents. Seller may, without liability to Buyer of any kind, decline to continue deliveries of any product, the manufacture, sale or use of which, in Seller’s opinion, would infringe any such patent now or hereafter issued. (c) Seller shall not be liable for incidental, consequential or resulting loss or damage of any kind whether as to product delivered, or for non-delivery thereof.
  5. All products are sold CPT Rockville shipping point with transportation at the expense of Buyer and unless otherwise stated herein, Seller reserves the right to select the means of transportation and routing. (Risk of loss or damage shall pass to Buyer upon delivery of the products to the transportation company CPT Rockville). Buyer is responsible for all matters relating to US Customs clearance. All deliveries made to public carriers are made subject to the terms of such carrier’s bill of lading and tariffs, and the carrier shall be deemed the Buyer’s agent irrespective of the terms of sale. All risks of loss, damage to, and disappearance of the products shall be borne by the Buyer from and after delivery of the products to the carrier. The Seller shall have no liability whatsoever for delay in delivery.
  6. Buyer assumes full responsibility for and liability arising out of unloading, discharge, storage handling and use of any product or container alone or in combination with other substances; compliance or non-compliance with any laws or regulations relating thereto, from any cause whatsoever after delivery to Buyer.
  7. Each of Seller’s products or part thereof or equipment shipped hereunder shall be deemed accepted by Buyer unless written notice specifying Buyer, the quantities all claimed defects damages, shortages, or nonconformity’s is received by Seller within twenty four (24) hours of delivery of said products due to shipping reasonably discoverable on delivery to Seller after shipment. Notwithstanding payment or any prior inspection, Buyer may revoke acceptance, reject or require correction from Seller, at Seller’s expense and risk of loss, any products that are defective or non-conforming.
  8. Buyer shall reimburse Seller for all taxes, excises or other charges which Seller may be required to pay to any government or governmental authority which are hereafter levied directly upon the production, sale, transportation or use of any product.
  9. Seller shall not be liable for failure to make any deliveries (or portions thereof) arising out of compliance with any law or other governmental action, or arising out of acts of God, interruption of or delay in transportation, or any other circumstance of like or different nature beyond the reasonable control of Seller. If any such contingencies occur, Seller may, without liability to Buyer of any kind, keep its available supply of any product for its own uses or distribute it among its customers upon such basis and in such manner as Seller deems fair and practicable. At the option of either party the total quantity to be delivered shall be reduced by the quantity not delivered on account of such cause.
  10. Seller’s weights shall govern, except in case of proved error.
  11. Any notice will be sufficiently given when duly mailed, addressed to Seller or to Buyer at their respective addresses appearing herein, or to such other address for either party as that party may be written notice, specifically designate.
  12. 12. This contract shall bind the respective successors and assigns of the parties hereto, but none of Buyer’s rights or obligations hereunder shall be assigned without Seller’s prior written consent.
  13. A waiver, by Seller, of non-conformance with any provision of this or any other agreement shall not be construed as a waiver of any prior or subsequent non-conformance in this or other transactions.
  14. Seller certifies that in the production of products covered hereby Seller has complied with the provisions of the Fair Labor Standards Act of 1938, as amended. To the best of Seller’s knowledge the products covered hereby comply as applicable with the Occupational Safety and Health Act of 1970 and the Toxic Substances control Act of 1976.
  15. Seller shall provide and maintain throughout the term of the Agreement the following insurance in US Dollars (or such other currency as specified in the Agreement): (a) Workers Compensation/Work-related Injury Insurance: Statutory in accordance with the state in which the Products are being manufactured or assembled: (b) Employers Liability in the amount of $1 million each occurrence: 3) Commercial General Liability with limits of $1 million each occurrence, $2 million aggregate, for bodily injury and property damage combined, including the following coverage features: (i) blanket contractual liability, (ii) Products, (iii) completed operations, and iv) independent contractors coverage: and (c) Umbrella or Excess Liability with limits of $5 million each occurrence and aggregate for bodily injury and property damage with such policy “following form” to all primary policies listed above. All insurance required above will be written with insurers rated A or better by the latest “A.M. Best” Guide.
  16. Seller agrees to comply with all applicable laws, rules, regulations, ordinances or other requirements of any national, state, provincial, local, multi-national or international body (collectively “Laws”) relating to the manufacture, sale, delivery and use of the Products or otherwise relating to the order. Upon request, Seller will submit to Buyer evidence of such compliance.
  17. To the extent there is not a CDA in place between Buyer and Seller and incorporated by reference in the Agreement, Confidential Information will be treated as follows:
    1. Use of Confidential Information. Seller may use Confidential Information solely for the purposes of supporting the current business relationship with Buyer. Seller shall not disclose Confidential Information to any third party without Buyer’s express written consent, except that Seller may disclose Confidential Information to its Subcontractors who have a need to know and have agreed to maintain the information in confidence. Seller is responsible for Subcontractors breach of this section.
    2. Exceptions to Confidential Information Restrictions. Notwithstanding the foregoing, these Terms shall not restrict or effect Seller’s rights to use or disclose information that: (a) is or may hereafter be in the public domain through no fault of Seller; (b) Seller can show, as reflected by its written documents, was known to it prior to the disclosure by Buyer; (c) is disclosed to Seller by a third party, with the legal right to disclose, subsequent to Buyer’s disclosure; or (d) Seller can show, as reflected by its documents, was independently developed by Seller without the use of the Confidential Information.
    3. Equitable Relief. Seller acknowledges that a breach of Section 18 will result in immediate and irreparable harm to Buyer, for which there is no adequate remedy at law. Buyer is entitled to equitable relief compelling Seller to cease and desist all unauthorized use and disclosure of Confidential Information.