PATENT GUARANTY: Seller shall protect, defend, hold harmless and indemnify Purchaser, its successors, assignees, customers and users of Seller’s goods from and against all loss, damage, injury and expenses arising out of any demand, claim or suit for actual or alleged infringement of any patent by reason of the use or sale of any goods or part thereof covered by this order, including the replacement of any such goods or part.
WARRANTY: Seller expressly warrants that all the material and work covered by this order will conform to the specifications, drawings, samples or other description furnished by Purchaser, and will be merchantable, of good material and workmanship and free from defect. Seller expressly warrants that all the material covered by this order, which is the product of Seller or is in accordance with Seller’s specifications, will be fit and sufficient for the purposes intended. In no event shall inspection, test acceptance of or payment by Purchaser for goods be deemed to modify any warranty. Seller shall, at its expense, repair or replace any defective goods or service provided by this order. This is in addition to any other remedies available to Purchaser.
TOOLS, GAUGES, DIES, ETC: Unless otherwise agreed in writing, all tools, gauges, dies, molds, patterns, jigs, fixtures and any other property paid for and/or furnished to Seller by Purchaser shall:
be used only in filling Purchaser’s orders;
remain and be identified as Purchaser’s property;
be segregated from the property of Seller and others;
be removed only upon Purchaser’s instructions;
be held at Seller’s risk; and
be insured by Seller at its Expense in a replacement cost amount. Evidence of such insurance coverage shall be delivered to Purchaser upon request.
INSPECTION: Goods delivered are subject to inspection, testing and approval by Purchaser before acceptance.
CANCELLATION: Purchaser may immediately cancel this order without liability in the event the Seller:
Makes an assignment for the benefit of its creditors, or a proposal or a compromise with its creditors, or a declaration of its creditors, or a declaration of its voluntary or involuntary bankruptcy, insolvency, or place its assets in the custody of a liquidator, receiver or trustee in bankruptcy.
Breaches any express or implied warranties; or
Fails, neglects or refuses in any respect to keep or perform any of the terms of this order.
CONTRACT DEVIATION: Seller cannot deviate from the terms of this order except by an instrument signed by Seller and Purchaser.
COMPLIANCE WITH LAWS: By accepting this purchase order, Seller agrees to comply with all federal, state and local laws and also that the goods manufactured or services performed under the purchase order comply with all federal, state and local laws.
INDEMNIFICATION: Seller shall protect, defend, hold harmless and indemnify Purchaser from and against any and all liability and expense, including attorney’s fees, arising out of services to be furnished hereunder or goods to be provided by this order, unless such liability or expense is caused solely by the negligence or wrongful conduct of Purchaser.
SHIPPING PAPERS: Packing slips (which shall accompany the goods), shipping documents and memos, and bills of ladings shall show the purchase order number, vendor, item and reference numbers. Seller shall mail shipping documents on shipment date.
TRANSPORTATION: Seller shall use the cheapest method of transportation unless authorized by Purchaser to the contrary. Seller shall be responsible for excess transportation costs if it fails to follow these instructions. Special cartage and handling charges will not be allowed unless prior approval obtained from Purchaser. Title and risk of loss in transit shall not pass to Purchaser until delivery to Purchaser (or to carriers designated by Purchaser in cases where shipment is made F.O.B. Seller’s shipping point).
ASSIGNMENT: Seller shall not assign any right, except its right to damages for breach of this Purchase Order or to money arising from due performance of its entire obligation, or delegate any duty without Purchaser’s prior written consent.
ENTIRE AGREEMENT: This Purchase Order constitutes the entire agreement between Seller and Purchaser with respect to the goods and services to be furnished hereunder and shall supersede all previous negotiations, commitments and writings unless specifically including by references herein. Purchaser will not be required to accept any goods or services which do not conform to this order, custom or usage of trade notwithstanding.
SEVERABILITY: Any provision of this Purchase Order prohibited or unenforceable under applicable law shall be ineffective only to such extent and without invalidating the remaining provisions of this document.
ACKNOWLEDGEMENT: If Seller accepts this order on its own acknowledgement or acceptance form, it is understood that the Terms and Conditions of this order are not subject to variation or changes by Primed Terms and Conditions on Seller’s form and the Terms and Conditions of this order shall prevail unless Seller proposes in writing (hand or typewritten) changes which are accepted by Purchaser in writing; in the absence of such accepted written changes, shipment of goods ordered shall be deemed Seller’s acceptance for all Terms and Conditions herein.
INVOICES: Cash discounts shall be calculated from date acceptable invoice is received.
NO WAIVER: Failure of the Purchaser to enforce any of these conditions or to exercise any right occurring through the default of the Seller shall not affect or impair the Purchaser’s rights in case such default continues or in case of any subsequent default of the Seller and such failure shall not constitute a waiver of other or future defaults of the Seller.
GOVERNING LAW/JURISDICTION AND VENUE: This agreement shall be subject to and governed by and construed in accordance with the laws of the State of Wisconsin. Any dispute between Purchaser and Seller shall be litigated in either the Federal District Court for the Eastern District of Wisconsin or the Waukesha County Circuit Court, which courts shall have exclusive jurisdiction over any matter related to the Purchase Order.