Terms & Conditions
Pricing. The price for the Products (exclusive of sales and use taxes imposed by a U.S. governmental entity on amounts payable under an Order) is as stated on the face of an Order or, if not stated for any Product, then, for such Product, is such price as set forth in Supplier’s published price list in force on the Order Date. Supplier reserves the right to increase the price based on additional taxes, tariffs or other governmental action applicable to the price regardless of when imposed.
Express Warranty. Supplier warrants that all Products delivered hereunder shall be merchantable, be free of all liens and other encumbrances, not infringe or misappropriate any third party’s patent or other intellectual property rights, and be free of defects in materials for five (5) years from the date of delivery. Supplier shall promptly repair, replace or refund (at its sole option) any Product that is rejected due to breach of warranty, less costs of shipping and handling.
Disclaimer of Other Warranties. Supplier disclaims any other warranties, express or implied, including the warranty of fitness for a particular purpose.
Battle of the Forms. All Order sets forth the exclusive terms and conditions regardless of any other proposals or documentation that Customer may have submitted to Supplier prior to or after receiving an Order, all of which are expressly rejected by Supplier unless accepted in a writing signed by an authorized representative of Customer. Even if Supplier has not returned a signed copy to Customer, an Order shall be deemed accepted and all terms and conditions of it shall be binding if Supplier begins performance. If an Order is construed as an acceptance of an offer from Supplier, the acceptance is expressly conditioned on Customer’s assent to any and all additional or different terms and conditions contained in an Order. The terms and conditions of an Order shall apply to any repaired or replacement Products provided by Supplier hereunder.
No Third-Party Rights. All Orders are for the sole benefit of the parties and their respective successors and permitted assigns. Customer shall not assign or delegate, whether by operation of law or otherwise, any part of an Order to any person or entity without Supplier’s prior written consent. No assignment or delegation shall relieve Supplier of any of its obligations under an Order.
Governing Jurisdiction. All matters arising out of or relating to Orders shall be governed by the laws of Ohio regardless of any conflicts of law principals, and any proceeding relating thereto shall be instituted only in the courts located in Cuyahoga County, Ohio. In the event of a dispute, either party may serve a written demand for mediation upon the other. The dispute will not be the subject of a lawsuit until after the parties have complied with such mediation requirements.
Entire Agreement. All Orders constitutes an offer by Customer for the purchase of the Products from Supplier in accordance with the terms and conditions of an Order, and constitutes the entire agreement of the parties with respect to the subject matter hereof and may be amended only by a writing signed by both parties.