(1) This order must be promptly accepted, in accordance with all the conditions herein, and no terms or conditions of the Seller which are in conflict with or in addition to any of the provisions of this order shall be valid. Seller's shipment of goods in response to this order without return of the acknowledgment copy thereof, signed by Seller, shall be considered acceptance by the Seller under this Condition (1). Unless Seller and Buyer have theretofore entered into a written contract covering the purchase of the goods described in the order, the entire contract between the parties consists of this order and the Seller's acceptance as above stipulated, and said contract shall not be changed or added to except in writing signed by the parties, by their duly authorized representatives.
(2) Time is of the essence of this order. 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. If buyer accepts delayed delivery the time of payment shall be extended accordingly.
(3) No charge will be allowed for packing, crating, freight, express, or other carrier's charges, or cartage, unless designated on this order.
(4) Seller warrants the material as to quality, and that same shall be free from defects and 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 goods, both to and from Buyer, shall be at the expense of Seller; said rejected goods 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.
(5) Buyer reserves the right to return for full credit any excess over quantity called for in any order or orders, seller to bear the cost of transportation both ways.
(6) Seller warrants that it will defend at its expense the allegations of any suit against Buyer respecting infringement of any U.S. patent claim covering all or part of the material furnished under this order, its manufacture, and/or its use if induced by Seller or if there is no practical noninfringing use, and will pay cost and/or damages awarded against Buyer for such infringement by any final court decision; provided Buyer reasonably notifies Seller of any charge of and suit for such infringement and tenders to Seller the defense of such allegations, Buyer having the right to be represented in such defense at its own expense, Buyer extends a like warranty to Seller with respect to unavoidable infringement by Seller in complying with Buyer's specifications except to the extent that such specifications are derived from Seller or Seller has notice of such infringement.
(7) Seller shall not be held responsible for failure or delay in shipping nor Buyer for failure or delay in accepting merchandise hereunder if such failure or delay is due to act of God, war, federal or state legislation, any regulations or orders thereunto, fire, strike, differences with workmen, accident, inability to obtain containers or raw materials, or other causes, either similar or dissimilar to the foregoing, beyond their control; provided, however, that any shipment made by Seller before receipt of written notice from Buyer that the latter cannot accept shipments because of any such cause, shall be accepted and paid for. In the event of any such excused interference with shipments Buyer shall have the option either to reduce the quantity provided for in the order accordingly or to exercise its right of cancellation under Condition (2) above.
(8) No exercise by Buyer of its rights hereunder shall constitute a waiver of any rights it may have for breach of contract. Buyer's waiver of or failure to enforce its rights on account of Seller's failure or delay in performing any obligation of Seller hereunder, or on account of Seller's breach of contract in any respect, shall not constitute a waiver of any subsequent failure, delay or breach.
(9) The prices herein are subject to adjustment to conform to the Seller's prices in effect at the time of shipment; provided however, that if the Seller shall make effective any price increase to the price herein, the Seller shall give the Purchaser prompt written notice thereof and the Purchaser shall have the right at any time prior to shipment to cancel this order as to any unshipped portion without payment of any cancellation charge.
(10) Seller being the producer of the goods covered by this order, or being authorized by the producer to make this certificate in the producer's behalf, certifies that in the producer's production of said goods the producer has complied with all applicable lawful requirements, including but not limited to the Fair Labor Standards Act of 1938 as amended. Seller agrees to comply with all applicable requirements of Sec. 202 of Executive Order No.11246. Seller also certifies that the goods delivered hereunder comply with all applicable rules regulations and requirements of all Safety and Health Act of 1970 as amended.
(11) Title to the goods ordered hereby shall remain with Seller until Buyer actually accepts and inspects the goods; regardless of F.0.B. point. Risk of loss on the goods shall not pass to Buyer until their acceptance and inspection by Buyer.
(12) Seller agrees that all merchandise shipped will be so properly marked and segregated that speedy and positive identification will be possible on receipt thereof.
(13) Seller agrees to comply with all standards that pertain to the materials purchased and applicable standards and codes as they pertain to labor services provided.