Terms & Conditions

Buyer accepts this Contract by: (a) executing a separate agreement with Seller which incorporates these Terms and Conditions of Sale, (b) delivering a purchase order for Products (defined below) with quantities and delivery dates acceptable to Seller; (c) accepting delivery of the Products; or (d) paying the price for the Products, whether prior to delivery or not, as agreed to by the parties and/or set forth in the quote or invoice. Any counteroffer or proposed addition to or supplement of, or any material variance from, the material terms and conditions of this Contract are hereby expressly objected to and rejected.

Buyer agrees to buy, and Seller agrees to sell, the products and services (“Products”) described in a quote or, if none, pursuant to any acceptable orders placed by Buyer under this Contract. To the extent Buyer provides any product specifications to Seller, Buyer accepts that Seller may elect to use any such specifications to fill any orders placed in connection therewith.

Prices for the Products are described in the quote or, if none, are quoted at time of orders from Seller’s price list and are effective for the period set forth in the quote, on the price list or, if none, until otherwise changed, which may occur at any time without notice to Buyer. Buyer shall pay Seller the price for Products ordered set forth in the quote or as notified to Buyer on Seller’s invoice. Prices exclude all federal, state, or local taxes, and therefore total invoice amounts are subject to increase in the amount of any such tax (excluding tax on net income) that Seller may be required to collect or pay upon the sale or delivery of the Products. All prices are, and all payments shall be made, in US dollars.

Unless prepaid or otherwise stated on the quote, invoice or order confirmation, payment terms for sales of Products are net thirty (30) days after the date of Seller’s invoice. If the Buyer fails to pay the price or any other payment due to Seller promptly and when due, Seller may recover, in addition to the price or payment, interest thereon at a rate equal to the lesser of 1-3/4% per month and the maximum rate of interest allowable under applicable law Buyer shall be liable for all expenses attendant to collection of past due amounts, including attorney’s fees. All orders made on credit are subject to current credit approval.

Unless otherwise stated on a quote, if any, all deliveries shall be Ex Works Seller’s point of shipment and risk of loss of such Products shall transfer to Buyer upon delivery to the freight carrier. Seller will attempt to meet the requirements of Buyer's delivery schedule and Seller shall not be in default of performance due to a delay of reasonable duration resulting from any cause. Buyer shall pay, or reimburse Seller for, all amounts due for import and export licenses and permits, customs charges and duties, penalties, freight, insurance, and other shipping expenses. Unless otherwise instructed, selection of carrier and routing of all shipments shall be at Seller’s discretion.

Seller shall not be liable for any delays in the delivery of orders, due in whole or in part, directly or indirectly, to fire, act of God, strike, shortage of raw materials, supplies or components, retooling, upgrading of technology, delays of carriers, embargo, government order or directive, or any other circumstance beyond Seller’s reasonable control.

The Products delivered by Seller to Buyer under this Agreement shall be deemed finally inspected and accepted within ten (10) days after their receipt by Buyer unless notice of rejection or notice of any claim is given in writing to Seller within such time. Failure to provide timely written notice shall be deemed an acceptance in full of delivery. Acceptance shall constitute acknowledgment of full performance by Seller of all its obligations under this Agreement with respect to the Products accepted except for any warranty obligations set forth herein.

Seller shall retain the fullest right, title, and interest in the Products to the extent permitted by law, including a security interest, until full payment has been received. Notwithstanding the retention of title, risk of loss shall pass to Buyer as provided in these Terms and Conditions of Sale.

Seller extends to the Buyer all warranties, if any, granted by the manufacturer of the Products. Seller will administer and promptly process all warranties in accordance with the manufacturer’s specific warranty policies and procedures. NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, ARE MADE BY SELLER WITH RESPECT TO ANY PRODUCT. SELLER’S SOLE RESPONSIBILITY IS TO HONOR THE MANUFACTURER’S WARRANTY, IF ANY IS FURNISHED, WITH RESPECT TO DEFECTIVE PRODUCTS, PROVIDED THAT WRITTEN NOTICE SHALL BE GIVEN TO SELLER WITHIN THE MANUFACTURER’S WARRANTY PERIOD.

This Contract or orders placed hereunder may not be cancelled or revised by Buyer except with Seller’s prior written consent and upon payment of reasonable cancellation charges compensating Seller for all costs incurred in work done and materials purchased. Seller reserves the right to determine what constitutes reasonable cancellation charges. Seller may terminate this Contract or orders placed hereunder with notice to Buyer if: (a) Buyer fails to pay when due any sums payable hereunder and such failure continues for ten (10) days after the due date; or (b) Buyer materially breaches its obligations hereunder, other than the payment of money, and such breach continues for a period of twenty (20) days after receipt by Buyer of written notice from Seller specifying such breach.

Buyer shall indemnify, defend and hold harmless Seller and its officers, directors, agents, employees, affiliates, representatives, successors, and assigns from and against all losses, liabilities, costs and expenses (including, without limitation, attorneys' fees) arising out of or in connection with claims by third parties for any loss, damage or injury (including death) caused or alleged to be caused by: (a) a breach by Buyer or its employees, contractors, representatives, agents or affiliates of any obligation herein; (b) the negligent use, application, installation or implementation of the Products; and/or (c) unless authorized in writing by Seller, modification of the Product or integration of the Products into other products.

With respect to all Products manufactured to Buyer’s specifications, Buyer shall indemnify, defend, and hold harmless Seller and its officers, directors, agents, employees, affiliates, representatives, successors, and assigns from and against all losses, liabilities, costs, and expenses (including, without limitation, attorneys' fees) arising from actual or alleged infringement of any third-party intellectual property right. With respect to all other Products sold by Seller, Seller shall indemnify, defend and hold harmless Buyer and its officers, directors, agents, employees, affiliates, representatives, successors, and assigns from and against all losses, liabilities, costs and expenses (including, without limitation, attorneys' fees) arising from actual or alleged infringement of any third party intellectual property right, provided that Seller is notified promptly in writing and given all necessary information, assistance and authority to defend the same.

Seller shall not be liable for any loss or damage caused by delay in furnishing the Products. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, COLLATERAL, SPECIAL, PUNITIVE, TREBLE, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR GOODWILL) WHETHER SUCH CLAIM IS BASED ON CONTRACT, NEGLIGENCE, TORT, WARRANTY OR ANY OTHER BASIS UNDER OR AS A RESULT OF THIS CONTRACT OR THE PRODUCTS, IRRESPECTIVE OF WHETHER SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY UNDER OR AS A RESULT OF THIS CONTRACT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY BUYER FOR THE PRODUCTS PURCHASED UNDER THIS CONTRACT. The parties agree that the limitations on liability set forth in this Contract are independent of any exclusive or limited remedies and shall survive and apply even if such remedies are found to have failed of their essential purpose. No action, regardless of form, arising out of the transactions under this Contract may be brought by Buyer more than one (1) year after the events which gave rise to the cause of action occurred.

The Products may be subject to regulations which prohibit their export to certain countries and certain persons. Buyer shall not export or re-export, directly or indirectly, the Products or technical data related thereto, without first complying with all applicable export control regulations of any jurisdiction to which the Buyer or the Products are subject, including, without limitation, obtaining necessary export or re- export consents from relevant authorities. The Buyer shall indemnify and hold harmless the Seller against any damage, loss, liability, or expense that the Seller may incur as a result of the Buyer’s failure to comply with this clause.

This Contract shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of Ohio. Any action at law, suit in equity, or judicial proceeding of any kind arising directly, indirectly, or otherwise in connection with, out of, related to or from this Contract or the relationship between the parties shall be litigated only in the state or federal courts located in the County of Summit, State of Ohio and the parties waive any right they may have to challenge the jurisdiction of this court or seek to bring any action in any other forum, whether originally or by transfer, removal, or change of venue. The non-prevailing party in a lawsuit shall pay its own and the prevailing party’s attorney’s fees and expenses.

This Contract and any other agreement or document entered into by the parties which incorporate these Terms and Conditions of Sale by reference, constitute the final, complete, exclusive, and entire agreement between the parties and supersede all prior or contemporaneous agreements, written or oral, regarding the subject matter of this Contract. The failure of Seller to enforce at any time any of the provisions of this Contract shall not be construed to be a waiver of such provisions nor the right of Seller to enforce such provisions in the future. Buyer may not assign any rights under this Contract or this Contract in whole or in part without the prior written consent of Seller. Any prohibited assignment shall be null and void. This Contract shall inure to the benefit of successors in interest and permitted assigns. Seller may subcontract any of its obligations hereunder. If any provision of this Contract is found to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected.