Description and Quantity of Goods. Seller shall transfer and deliver to Buyer, and Buyer shall accept and pay for the goods described in the attached Purchase Order.
No Conflicting Terms. The Parties agree that the terms set forth here shall prevail over any conflicting terms and conditions in any Purchase Order or any other instrument or document provided by the Seller. Any additional or different terms or conditions in any Purchase Order or other instrument or submission from the Seller shall be deemed objected to by Buyer without the need of any further or additional notice of objection, and such additional or different term shall be of no effect or in any way binding upon Buyer.
Delivery; Risk of Loss. Seller shall deliver the Goods to Buyer at the address listed on the agreed delivery date during regular business hours. Seller acknowledges that timely delivery of conforming Goods to the Buyer is of the essence. Seller will immediately notify Buyer if Seller has any reason to believe that any Goods will not be delivered by the delivery date. Seller agrees to pay all transportation and insurance charges incurred in delivering the Goods to the Buyer. Title and risk of loss will pass F.O.B. destination. Seller shall package the Goods in accordance with Buyer’s reasonable instructions.
Inspection of Goods. Buyer shall have thirty (30) days from the date of arrival of the shipment of Goods at the shipping location designated by Buyer to inspect the Goods for any discrepancies, including, but not limited to, any discrepancies in the quantity or quality of the Goods. Buyer shall notify Seller of any such discrepancies, in which event Seller shall arrange for the return of the non-conforming Goods, at Seller’s expense, and Seller will refund Buyer for all amounts paid for the non-conforming Goods within ten (10) business days of Buyer’s notice.
Price. The prices for the goods are set forth herein. Seller agrees not to change the prices for the Goods unless the right to do so is explicitly set forth herein. If Seller is granted the right to change the price of any Goods, Seller may only do so upon 90 days written notice to the Buyer. In the event of a price increase by Seller, Buyer shall have the right, at its option, to cancel, in whole or in part, any outstanding Purchase Order not yet shipped by the Seller that is affected by any price increase. All payment terms are NET 30.
Invoices; Payment Terms. Seller shall send Buyer invoices via for each shipment of Goods. Undisputed invoices shall be due and payable within thirty (30) days from the date of Buyer’s receipt of the invoice. Payments due hereunder shall be made be made, at Buyer’s option, by wire transfer, credit card, certified check, bank check or such other method as may be agreed upon by the Parties. Unless Buyer is in default of its payment obligations under this Agreement, or unless the Parties mutually agree to different payment terms in writing, Seller shall not change the payment terms. If Buyer disputes the amounts purportedly owed in an invoice, it shall pay the undisputed portion of the invoice, and notify Seller in writing as to any discrepancies with respect to the invoice.
Warranty. Seller warrants that the title to the Goods shall be good and shall be free and clear of all security interests, liens, encumbrances and/or colorable claims, including any claims of patent infringement or the like. Seller warrants that all the Goods shall be of merchantable quality, free from defects in material, design and workmanship, and shall be fit for the particular purposes intended.
Seller’s Indemnity Obligations. Seller hereby agrees to defend, indemnify and hold harmless Buyer, its subsidiaries, parents and affiliates and their officers, directors, shareholders, agents, servants and employees from and against all claims, losses, damages, suits, expenses (including reasonable attorneys’ fees) and costs (collectively “Claims”) in connection with or airing out of (i) transportation and delivery of any Goods; (ii) any defects in any Goods sold by Seller to Buyer hereunder; (iii) Seller’s breach of any of its representations, warranties or obligations contained in this Agreement; (iv) any negligent act or omission, willful misconduct or fraud of Seller or its agents; (v) any allegation that the Goods infringe any U.S. patent, trademark or copyright; (vi) Seller’s failure to fully conform to all laws, ordinances, rules and regulations which affect the Goods or with respect to its performance of this Agreement; or (vii) any inaccurate, erroneous or incomplete NAFTA Certifications, country of origin information, or export control classification numbers supplied to Buyer for Goods furnished by Seller under this Agreement. This indemnification obligation includes claims by Seller’s employees and Seller specifically waives its immunity under applicable Workers Compensation Statutes. This indemnification shall be in addition to any warranty obligations of the Seller.
Governing Law; Venue. This Agreement, and all rights and obligations of the parties, shall be governed by and interpreted in accordance with the laws of the State of Pennsylvania, without giving effect to the principles of conflicts of law of such state. The Parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Bucks County, Pennsylvania. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT. If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other Party. Force Majeure. Buyer shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, or acts of God, in which event Seller shall be excused from its obligations for the period of the delay and
