1.         This purchase order constitutes an offer by Buyer to buy from Seller, and becomes a binding contract on the terms set forth herein when accepted by Seller either by acknowledgment or the commencement of performance hereof. This order can be accepted only in accordance with the terms hereof. Any additional or different terms contained in Seller’s acknowledgment, invoice, shipping papers or other documents relating to this order are, in the event Seller accepts this order either by acknowledgment or the commencement of performance hereof, to be deemed null, void and of no in effect in respect to the contract so arising.

 

 

2.         Time is of the essence of this contract. If delivery is not made in the quantity or quantities and at the time or times specified. Buyer shall have the right, at its option, to cancel the entire order or that part of same not so delivered.

 

 

3.         Buyer shall have thirty (30) days after receipt of the material in which to inspect and accept or reject the

material furnished under this order. Acceptance of any non-conforming shipment under this order shall not be deemed a waiver by Buyer of its right to require that future shipments be in accordance with the terms of this order.

 

 

4.         No charge will be allowed for packing crating freight express or other carriers’ charges or cartage, unless designated on this order.

 

 

5.         This order must not be filled at prices higher than those appearing herein, or, if no prices appear, than at prices higher than those last quoted to Buyer, without authority from Buyer. Seller agrees that if it offers goods of the same type, quality and quantity specified herein to others having / a trade or price classification similar to Buyer at a price lower than that specified herein, that it will thereafter furnish the balance-of said material due hereunder to Buyer at the reduced price offered to others.

 

 

6.         It is understood that the purchase price herein is inclusive of any and all taxes and other governmental charges now imposed or hereafter becoming effective, upon the production, sale, shipment and use of the material specified In this order unless this order sets forth such tax separately, and Seller agrees to indemnify Buyer against and reimburse it for any expenditures it may be required to make on account of Sellers failure to pay such taxes and other governmental charges.

 

 

7.         Seller warrants the material will be of merchantable quality, will be free from defects and will be in accordance with specifications, drawings and/or samples. Buyer shall have the right, at its option, to reject and hold subject to Seller’s order any material which may be of inferior quality or defective, or which may fail to comply with specifications, drawings and/or samples. In case of such rejection, transportation of the rejected materials both to and from Buyer shall be at the expense of Seller; said rejected materials are not to be replaced except upon specific instructions from Buyer; and Buyer shall have the right at its option to cancel the remainder, if any, of the order, by notice to Seller at the time notice is given of the rejection.

 

 

8.         Seller agrees to exonerate, indemnify and hold harmless Buyer from and against any and all ability, damage, cost or expense which may accrue to or be sustained by Buyer on account of any claim, suit or action made or threatened to be brought against Buyer or its customers for actual or alleged infringement of any patent by the resale or use of said materials, alone or as recommended by Seller in conjunction with other materials, and Seller, at Buyer’s request, will defend at Seller’s expense any such claim, suitor action.

 

 

9.         Seller warrants that all materials delivered pursuant to this order will have been produced, sold and delivered to Buyer in compliance with all applicable Federal, State and Municipal laws and regulations. If the Federal Food, Drug and Cosmetic Act is applicable to any article furnished under this order. then for the purpose of Section 303 (c) of said Act, Seller hereby guarantees that the article comprising each shipment or other delivery to Buyer as of the date of such shipment or delivery, will not be adulterated or misbranded within the meaning of said Act, or within the meaning of any applicable state or municipal law in which the definitions of “adulteration’ and “misbranding” are substantially the same as those contained in said Federal Food, Drug and Cosmetic Act, as such laws are constituted and effective at the time of such shipment or delivery, and will not be an article which may not under the  provisions of Section 404 or505 of the said Federal Act be introduced into Interstate Commerce.

 

 

10.       Seller will comply with all the provisions of Executive Order 11246, dated September 24, 1965, and all rules, regulations and relevant orders relating thereto. In the event of Seller’s noncompliance, Buyer reserves the right to cancel and terminate this contract in whole or in part.

 

 

11.       The parties shall not be subject to any liability for delay in performance or non-performance as a result of fm. flood, strike, labor trouble, accident, riot, act of governmental authority, act of God or other contingencies and circumstances beyond their control interfering with the production, supply, transportation, receipt or consumption of the materials covered by this contract, or with the supply of any raw material used in connection therewith, and quantities so affected may be eliminated from the contract without liability, but the contract shall otherwise remain unaffected.

 

12.       This order includes such additional terms as Buyer may make a part hereof by attachment or incorporation by reference when specified on the face hereof.

 

13.       The contract arising out of acceptance of this order by Seller shall ~e interpreted and performed in accordance with the laws of the State of Delaware.

 

14.       No revision of this order shall be valid unless in writing and signed by an authorized representative of Buyer.

 

15.       Seller warrants that as of the date of shipment, the material or items furnished under this purchase order conform to and comply with all applicable standards adopted or promulgated under the Occupational Safety and Health Act of 1970 and ‘will indemnify and hold Buyer harmless from all liability, losses and damage (and penalties thereon), arising for failure of the material to meet such standards.