This agreement contains all the Terms and Conditions of sale and purchase of the products named herein and constitutes the complete understanding of the parties with respect thereto. No modification, extension, or release from any provision hereof shall be effected by mutual agreement; acceptance of purchase order forms, or otherwise, unless the same shall be in writing, signed by the other party, and specifically described as an amendment or extension of this agreement.
Prices are based on existing labor and material costs and are subject to revision if either is revised prior to shipment of total order. Prices include domestic shipment packaging. Additional charges will be quoted for export packaging. Any subsequent change in Buyers purchase order may result in a price change.
Payment of initial charges for tooling (including tools. dies, jigs, fixtures, patterns and gages) supplied by Seller conveys neither ownership nor the right of removal, which a Buyer may obtain only by making a fair reimbursement, as agreed upon between Buyer and Seller, for the total cost of said items for their maintenance and storage. Seller agrees to keep tooling in reasonably good condition so long as it remains in Sellers control, but accepts no responsibility for its operation thereafter. Seller may scrap tooling inactive for a period of two (2) years upon sixty (60) days prior written notification to Buyer unless directions to the contrary are received within the sixty days. Any resulting scrap value of tooling shall Inure to Seiler as payment for storage and maintenance costs. Buyer will be charged for costs incurred by Seller in connection with the adaptation, modification, or excessive maintenance of tooling furnished by the Buyer.
Buyer will reimburse Seller for any taxes which Seller may be required to payor collect under any existing or future law arising out of the sale, purchase, manufacture, delivery, storage, processing, use consumption or transportation of the products covered by this agreement.
Seller warrants all products sold for one year from date of shipment to Buyer against defective material or workmanship (but not against damage caused by accident of abuse) when such products are used on vehicles the specification of which have been approved by Sellers Engineering Department. “Sellers warranties and certification hereunder are void, and Buyer assumes all responsibility if additions or modifications to Sellers products sold hereunder is made unless such modifications or additions are approved by Seller, in willing or are in accordance with Sellers published recommendations. Seller neither warrants nor certifies the performance of products which, at the request of the Buyer, incorporate components of other manufacturers, nor does Seller certify or warrant the materials or workmanship of said components nor their compatibility or suitability when incorporated Into Sellers product.” Seller will at its option repair or replace such products, free of charge, if found on examination by it to be defective and if any necessary return charges are prepaid.
SELLER MAKES NO WARRANTY AS TO MERCHANTABILITY OR, EXCEPT AS STATED ABOVE, AS TO FITNESS OF PRODUCTS FOR A PARTICULAR PURPOSE.
The above warranty and the above obligation to repair or replace are complete and exclusive and the Seller expressly disclaims liability for special or consequential damages of any nature. If it is necessary to return any products under this warranty, Buyer agrees not to make any deduction on account thereof from remittances of current accounts while claims are in process of disposition. Any expense incurred without Sellers consent for repairs or replacement will not be allowed. The use of any but genuine MWI parts will nullify this warranty.
SHORTAGES, DAMAGE IN TRANSIT
If the quantity of products received by Buyer shall be less than the quantity shown in the invoice, or if the products received by Buyer shall have been damaged in transit, Buyer shall, within thirty (30) days after receipt of such products give written notice of such shortage or damage 10 the agent of the delivering carrier and in order to substantiate a formal claim when and if presented, and Buyer shall send a copy of such notice to Seller.
DELAY OR NONPERFORMANCE
Seller shall not be liable for delay or failure in performance due to fires, floods, unusually severe weather, strikes, or other differences with workmen, accidents, labor or material or transportation shortages, war (declared or undeclared) riot, governmental orders or regulations, legal interferences or prohibitions, defaults on the part of suppliers, or other causes beyond Sellers reasonable control.
SHIPMENT, CANCELLATION OR ORDER BY SELLER
Partial shipments shall be permitted, and Seller may invoice each shipment separately. Shipments and deliveries shall at all times be subject to the approval of the Sellers Credit Department. If Seller shall for any reason be in doubt as to the financial responsibility of Buyer, Seller may decline to make deliveries except on receipt of cash in advance or other security satisfactory to Seller. If Buyer fails to fulfill the terms of payment, Seller may cancel the contract.
CANCELLATION OF CHANGES BY BUYER
Orders in process may be cancelled only with Sellers written consent and upon payment of Sellers cancellation charges. Orders in process may not be changed except with Sellers written consent and upon agreement by the parties as to an appropriate adjustment in the purchase price.
Except as to products manufactured to designs or specifications of Buyer, Seller agrees to indemnify and hold Buyer harmless from liability for costs and damages awarded against Buyer in any civil action for infringement of any US patent claims allegedly covering products in the form in which they are furnished hereunder and provided Buyer has give Seller notice within ten (10) days of the date of service of complaint upon Buyer and has permitted Seller to control the defense of such suit. However, in no event shall Seller be liable for any Infringement by Buyer resulting from the use or sale of the products furnished hereunder where such products are suitable for substantial non-infringing use. Buyer shall indemnify and hold Seller harmless from liability for costs or damages awarded against Seller in any civil action for infringement of any US patent claims allegedly covering the products manufactured to designs or specifications of Buyer.
Any specification, drawings, technical information or other data furnished by the Seller to Buyer shall remain Sellers property, shall be kept confidential by the Buyer, and shall be returned to Seller at Sellers request.
WAIVER OF BREACH
No waiver by Seller of any breach of these provisions shall constitute a waiver of any other breach.
Seller shall not be liable hereunder to Buyer or others claiming through Buyer for special or consequential damages for any reason whatsoever. LAWS-To the best of Sellers knowledge and belief, it Is in compliance with all local, state and federal laws and Executive Orders, Rules and Regulations issued thereunder, whether now in force or hereafter made effective shall be no greater as a result of this agreement and no greater than required by such laws and Seller expressly disclaims assumptions of any of Buyers obligations under such laws.
Buyer must notify Seller at once if the foregoing Terms and Conditions are not acceptable.
COMPLIANCE WITH MOTOR VEHICLE SAFETY STANDARD
Seller certifies that all products sold hereunder comply with all applicable legal standards in effect on the date hereof issued under the Federal Motor Vehicle Safety Act and/or the Occupational Safety and Health Act if the products are properly assembled and integrated into a vehicle produced and certified by Buyer. Except as specifically provided for above, Seller does not certify compliance of the products with any other motor vehicle safety law or regulation.
Requirements including: requirements for competence of employees, interactions with the organization, verification/validation activities on the external provider’s premises, design and development control, special requirements, test, inspection and verification requirements, the use of SPC, the need to: implement a QMS, use customer-designated or approved external providers, prevention of counterfeit parts, notification of changes to processes, products, or services, flow-down to external providers, provision of test specimens for design approval, retention of documented information; and ensuring that persons are aware of their contribution to product or service conformity, product safety and the importance of ethical behavior.