TERMS & CONDITIONS - YATES INDUSTRIES, INC., AND AFFILIATES

Yates Industries, Inc, Yates Industries South, LLC, Yates Cylinders Georgia, LLC, and Yates Cylinders-Ohio, LLC, provide the information on this website for informational purposes only, Nothing on this website, including any downloadable descriptions or specifications should be construed as creating any express or implied warranty concerning any products, product description, product performance, otherwise, and Yates Industries, Inc., Yates Industries South, LLC, Yates Cylinders Georgia, LLC, and Yates Cylinders-Ohio, LLC, expressly disclaim such. No guarantee is given that the information on this website is correct, complete and up-to-date. Each of Yates Industries, Inc., Yates Industries South, LLC, Yates Cylinders Georgia, LLC, and Yates Cylinders – Ohio, LLC, is not responsible for and expressly disclaims any and all liability and damages of any kind whatsoever arising out of the use, reference to or reliance on any information contained within this site. Unless otherwise negotiated and agreed to in a writing which it has signed, all Quotes, Products, Sales, Services, Specifications and Systems provided by Yates Industries, Inc. or Yates Industries South, LLC, or Yates Cylinders Georgia, LLC, or Yates Cylinders-Ohio, LLC, by the GLOBAL TERMS AND CONDITIONS OF YATES INDUSTRIES, INC., YATES INDUSTRIES SOUTH, LLC, YATES CYLINDERS GEORGIA, LLC, and YATES CYLINDERS-OHIO, LLC, which can be viewed below.

GLOBAL TERMS AND CONDITIONS OF YATES INDUSTRIES INC, YATES INDUSTRIES SOUTH, LLC, YATES CYLINDERS GEORGIA, LLC, AND YATES CYLINDERS-OHIO, LLC:

OFFER AND ACCEPTANCE

This quotation together with any other documents herein or attached hereto, constitutes an offer by Seller to supply Buyer the Goods to be purchased pursuant to this quotation. This quotation supersedes any prior oral or written communications between Seller and Buyer. BY ACKNOWLEDGING THIS QUOTATION, ORDERING THE GOODS OR ACCEPTING THIS OFFER OR THE GOODS, BUYER AGREES TO AND ACCEPTS THE TERMS AND CONDITIONS, CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS, INCLUDING THOSE CONTAINED IN BUYER’S PURCHASE ORDER OR ACCEPTANCE OF THIS OFFER ARE HEREBY OBJECTED TO. If any terms or conditions in Buyer’s purchase order or acceptance of this offer are in conflict with or not identical to the terms of this offer, the terms and conditions of this offer shall prevail. This offer may be withdrawn by Seller at any time prior to Buyer’s acceptance of the terms and conditions contained herein and will expire automatically 30 days from the date hereof unless accepted by Buyer.

PRICES

 Prices quoted by Seller in this quotation are:

1. Subject to change without notice prior to acceptance of Buyer’s order by Seller.
2. Exclusive of all Federal, State, Municipal or other Government Excise, Sales, Use, Occupational or like taxes now in force or to be enacted in the future.
3. Subject to an increase equal in amount to any tax Seller may be required to collect to pay upon the sale of the items quoted.
4. Quoted FOB, place of manufacture designated on this quotation or Seller’s acceptance of Buyer’s purchase order (“Delivery Point”).

TERMS

1. Buyer shall pay all invoiced amounts due Seller in U.S. dollars by the stated Seller invoice due date.
2. Buyer shall pay Seller Interest on any amounts not paid Seller by the due date at the rate of one and one-half percent (1,5%) per month or if less, the maximum rate allowed under state law.
3. Buyer shall reimburse Seller for all expenses of collection, including reasonable attorney’s fees.
4. As collateral security for the payment of any unpaid amounts of the purchase price of the Goods and all additional amounts as may be due Seller hereunder, together with interest and collection costs, including attorney’s fees, as provided herein, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Michigan Uniform Commercial Code.
5. In addition to all other remedies available under these Terms or at law which Seller does not waive by the exercise of any rights hereunder, Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder when due.
6. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy, or otherwise.
7. Seller reserves the right to modify these terms for export business and special projects.

SHIPPING ESTIMATES

1. The shipping date shown in this quotation is approximate and dependent upon prior sales and circumstances beyond Seller’s control.
2. The Shipping date will be computed from the date of receipt of all data required to enable complete engineering or acceptance of Buyer’s order as provided in the Acceptance paragraph above, whichever is later.
3. Seller shall not be liable for delays, stoppages, or defaults in shipments directly or indirectly due to causes beyond its control, or caused by Act of God, fire, strikes, flood, embargo, epidemic, quarantine restrictions, war, insurrection or riot, acts of civil or military authorities, acts of government, delays in transportation of fabrication, priorities of Seller, unusually severe weather, inability to obtain materials, or defaults of suppliers or subcontractors. In the event of any such delay, the date of shipment shall be extended for a reasonable length of time and the period of such extension shall not be less than the period of delay. If at any time Seller has reason to believe that delivery will not be made as scheduled, it will notify Buyer in writing of the causes of the anticipated delay. Buyer’s receipt of the Goods, upon their delivery, waives all of Buyer’s claims for delay. Buyer’s damages under this section are limited to the terms of the Limitation of Liability section of this quotation.

IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OCCASIONED BY DELAYS WHETHER OR NOT SUCH DELAYS ARE BEYOND SELLER’S CONTROL.

DELIVERY

All Goods shall be shipped FOB, Delivery Point. Seller shall have the right to select the carrier unless the carrier is designated by Buyer and upon delivery of the Goods by Seller to the carrier, the carrier shall be deemed to be the agent of Buyer and thereafter risk of loss shall be on Buyer.

BUYER INSPECTION; REJECTION OF NONCONFORMING GOODS

1. Buyer may inspect the Goods and, if Buyer elects to do so, Buyer shall do so within 5 business days of Seller’s written notice to Buyer of DELIVERY at the Delivery Point ("Inspection Period"). Buyer will be conclusively be deemed to have waived Buyer’s right to inspect the Goods and to have accepted the Goods if Buyer’s inspection is not completed within the Inspection Period; and Buyer shall conclusively be deemed to have accepted the Goods after Buyer inspection unless Buyer notifies Seller in writing of any Nonconforming Goods within an additional 5 business day period following Buyer’s inspection during the Inspection Period and furnishes such written evidence or other documentation as is reasonably required by Seller. "Nonconforming Goods" means only the following: (i) product delivered is different than identified in Buyer's purchase order; or (ii) product's label or packaging incorrectly identifies its contents.
2. If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods. If Seller exercises its option to replace Nonconforming Goods, Seller, at Seller’s expense and risk of loss, shall make Delivery of the replacement Goods f.o.b. the Delivery Point.
3. Buyer acknowledges and agrees that the remedies set forth in paragraph 2 of this Section are Buyer's exclusive remedies for the delivery of Nonconforming Goods. Except as provided in paragraph 2 of this Section, all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.

INSTALLATION

All costs incidental to the erection and installation of the Goods shall be borne by Buyer. Additional or special services will be quoted by Seller on request.

LIMITED WARRANTY

1. Seller warrants that the Goods to be delivered will be of the kind and quality described in this quotation. Should any of the Goods covered by this quotation which, under normal operating conditions in the plant of Buyer, prove defective in material or workmanship within (3) three years for standard NFPA mounting style cylinders (H6, A4, AH4, AL4, A2, H2), (1) one year for Welded Construction (WS, WH, WM, WP), (1) one year for Mill Cylinders (MH, MP), and (6) six months in the case of reconditioned or repaired cylinders, from the date of shipment by Seller, as determined by inspection by Seller, Seller will repair or replace it free of charge, provided that Buyer promptly notifies Seller of the defect and establishes that the Goods have been properly installed and maintained and operated on a single work shift basis, within the limits of rated and normal usage. Seller will not accept any charge for removal, installation, assembly, or any other charges in connection with replacement or repair of the cylinder. All cylinders under warranty which are alleged to be defective are to be returned to Seller, freight prepaid. A complete explanation is required of the alleged defects and circumstances of such claimed failure. Seller will provide an RMA# (return material authorization) that must accompany the item being returned.
2. WITH RESPECT TO ALL COMPONENTS AND SPECIAL CYLINDERS MANUFACTURED PER CUSTOMER SUPPLIED DRAWINGS AND OR SPECIFICATIONS WHETHER VERBAL OR WRITTEN, SELLER MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES FOR MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR ANY PARTICULAR PURPOSE. SELLER’S SOLE OBLIGATION AND LIABILITY FOR PRODUCT DEFECTS SHALL BE, AT SELLER’S CHOICE, TO REPLACE SUCH DEFECTIVE PRODUCT OR REFUND TO BUYER THE AMOUNT PAID BY BUYER THEREFOR. IN NO EVENT SHALL SELLER’S LIABILITY EXCEED THE BUYER’S PURCHASE PRICE. THE FOREGOING REMEDY SHALL BE SUBJECT TO BUYER’S WRITTEN NOTIFICATION OF DEFECT AND RETURN OF THE DEFECTIVE PRODUCT WITHIN NINETY (90) DAYS OF PURCHASE. THE FOREGOING REMEDY DOES NOT APPLY TO PRODUCTS THAT HAVE BEEN SUBJECTED TO MISUSE, NEGLECT, ACCIDENT OR MODIFICATION, OR TO PRODUCTS THAT HAVE BEEN ALTERED DURING ASSEMBLY, OR ARE OTHERWISE NOT CAPABLE OF BEING TESTED, OR IF DAMAGE OCCURS AS A RESULT OF THE FAILURE OF BUYER TO FOLLOW SPECIFIC INSTRUCTIONS. IN NO EVENT SHALL SELLER BE LIABLE TO THE BUYER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO ANY PRODUCT OR SERVICE PROVIDED OR TO BE PROVIDED BY SELLER, OR THE USE OR INABILITY TO USE THE SAME, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. The terms of this limited warranty apply only to equipment manufactured by Seller and do not apply to components, parts or accessories manufactured by a third party that may be purchased by Seller and incorporated into, attached to or packaged together with the Goods, including but not limited to pumps, gear reducers, electrical controls, motors and other purchased items; SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED BY LAW, INCLUDING WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. These items will carry only the warranty issued by the original manufacturer, and Seller is not responsible for any warranty claims beyond that covered by the original equipment manufacturer.
4. This limited warranty shall be void and Seller shall not be liable for any reasons whatsoever if the Goods or parts covered by this quotation have been repaired or altered by persons other than Seller unless expressly authorized in writing by Seller or if the Goods are operated or installed contrary to Seller’s instructions or subjected to misuse, negligence or accident.
5. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY DISCLAIMED BY SELLER AND EXCLUDED FROM THIS AGREEMENT. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. No agent, employee or representative of Seller other than an officer duly authorized in writing has any authority to bind Seller to any confirmation, representation or warranty concerning the Goods that are covered by this quotation beyond that specifically included in this quotation.
6. The cost of all non-warranty service will be charged by Seller at a per diem rate, per man, per workday, plus transportation and living expenses.

These disclaimers and exclusions shall apply even if the express warranty set forth above fails of its essential purpose. 

Customer acknowledges and agrees that Seller has set its prices and entered into the Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the

LIMITATION OF LIABILITY

1. BUYER’S EXCLUSIVE AND SOLE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY CLAIMS, ACTIONS OR SUITS BASED ON ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF THE LIMITED WARRANTY SET FORTH ABOVE, ALLEGED TORT (INCLUDING NEGLIGENCE AND GROSS NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY IN ANY WAY RELATING TO DEFECTIVE GOODS, SHALL BE SELLER’S REPAIR OR REPLACEMENT OF THE DEFECTIVE GOODS AS PROVIDED IN THE LIMITED WARRANTY STATED HEREIN. This EXCLUSIVE REMEDY shall not be deemed to have failed of its essential purpose so long as Seller is willing and able to repair or replace defective parts in the prescribed manner. However, if the Goods are incapable of being repaired or replaced, Buyer’s exclusive remedy shall be money damages, but such damages shall not exceed the purchase price of the defective Goods. Seller recommends that Buyer purchase mechanical break-down insurance as an additional protection to the limited warranty.
2. Any claims under Seller’s limited warranty must be in writing, addressed to Seller and must set forth the alleged defect in sufficient detail to permit its easy identification by Seller. Buyer’s failure to notify Seller as set forth above will be conclusively deemed Buyer’s waiver of its claim.
3. Seller’s liability on any claims, actions or suits of any kind whatsoever for any loss or damage in any way related to this quotation or from the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, installation, technical direction of installation, inspection, repair, operation or use of any Goods covered by or furnished under this quotation shall in no case (except as provided in the paragraph entitled Property and Patent Rights), exceed the purchase price allocable to the Goods and shall terminate one year after the Goods have been shipped.
4. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF THE LIMITED WARRANTY SET FORTH ABOVE, ALLEGED TORT (INCLUDING NEGLIGENCE AND GROSS NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT, LOSS BY REASON OF PLANT SHUTDOWN, INCREASED EXPENSE OF OPERATION, LOSS OF PRODUCT OR MATERIALS, LOSS OF USE OF THE GOODS OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME COSTS OR CLAIMS OF CUSTOMERS OF BUYER FOR SUCH DAMAGES OR ANYTHING DONE IN CONNECTION WITH THIS QUOTATION INCLUDING ANY MAINTENANCE OR INSTALLATION SERVICES) OR ANY OTHER LOSSES RESULTING FROM THE OPERATION OR NON-OPERATION OF THE GOODS, EVEN THOUGH SELLER MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, SELLER’S LIABILITY WITH RESPECT TO THE GOODS SHALL NOT EXCEED AN AMOUNT EQUAL TO THE PURCHASE PRICE THEREOF.

4. If Buyer or Buyer’s customers re-label, re-package, alter, or modify the Goods, then Seller shall be released from all obligations and liabilities to Buyer and Buyer shall defend, indemnify and hold Seller harmless from and against all claims, costs and liabilities arising out of or related to any product defect, including any resulting personal injury, property damage, and consequential damages.
5. To the extent Buyer asserts any rights, claims, suits or demands in any way related to this agreement against Yates Industries Inc., Yates Industries South, LLC, Yates Cylinders Georgia, LLC, and/ Yates Cylinders-Ohio, LLC, and/or against any of their past, present and future parent, subsidiaries, domestic and foreign corporations, divisions, affiliates, partners, stockholders, predecessors, successors, assigns, officers, directors, employees, administrators and agents, but not as “Seller”, then the provisions of this section entitled “Limitation of Liability” shall nonetheless be applied in their favor as if it were “Seller” herein.

PRODUCT LIABILITY AND INDEMNIFICATION

1. Buyer shall use and shall require its employees to use all safety devices, guards and safe and proper operating procedures as set forth in the nameplates, signs, manuals and instruction sheets relating to the Goods furnished by Seller. Buyer shall not remove or modify any such device or guard or warning sign. Buyer shall not permit non-operating personnel to remain within ten (10) feet of any machine or accessory that is purchased pursuant to this quotation, while such machine or accessory is in operation. If Buyer fails to strictly observe each and every one of the obligations set forth in this paragraph with regard to any machine or accessory purchased pursuant to this quotation, Buyer agrees to defend, indemnify and hold Seller harmless to the fullest extent permitted by law from any and all liability or obligation incurred by Seller to persons injured directly or indirectly in connection with the operation of any such machine or accessory.
2. Buyer shall notify Seller promptly and in any event within thirty (30) days of any accident or malfunction involving any of the Goods which results in personal injury or damage to property and shall cooperate fully with Seller in investigating and determining the cause of such accident or malfunction. In the event Buyer fails to give such notice to Seller and so cooperate, Buyer agrees to defend, indemnify and hold Seller harmless from any and all claims arising from such accident or malfunction.

2. Customer acknowledges and agrees that customer will indemnify and hold harmless Yates Industries Inc., Yates Industries South, LLC, and Yates Cylinders Georgia, LLC, including their past, present and future parent, subsidiaries, domestic and foreign corporations, divisions, affiliates, partners, stockholders, predecessors, successors, assigns, officers, directors, employees, administrators, and agents from and against any and all losses, expenses, attorney fees, claims, suits, demands of whatever nature resulting from damages or injuries, including death, to any property or persons caused by or arising out of any action, omission or operation of any Yates manufactured product or service.

PROPERTY AND PATENT RIGHTS

1. Seller retains for itself any and all property rights in and to all designs, inventions and improvements pertaining to any Goods designed in connection with the quotation and to all patents, trademarks, copyrights and related industrial property rights arising out of the work done in connection therewith. Buyer expressly agrees that it will not assert any rights to property rights retained herein by Seller.
2. Seller will indemnify and hold harmless Buyer from any and all costs, expenses and damages resulting from any suit based on any claim of infringement of a United States patent by reason of its use (in the manner contemplated by Seller) of the Goods, or any part thereof, furnished under this quotation, provided that Buyer: (i) promptly notifies in writing Seller of any such claim or the institution of any such suit; (ii) fully cooperates with Seller in connection with the defense thereof; and (iii) allows, without condition, Seller to have the full and exclusive right to defend any such suit to the extent any of the Goods furnished under the quotation is involved therein. In the event of any such claim or suit, Seller shall have the right to modify or replace the Goods involved in any claim of infringement or to remove such Goods and refund to Buyer the purchase price thereof less fifteen (15) percent to each full year from the date of shipment of the Goods. NOTWITHSTANDING THE FOREGOING, SELLER’S CUMULATIVE LIABILITY FOR INDEMNIFICATION UNDER THIS PARAGRAPH SHALL NOT EXCEED THE PURCHASE PRICE FOR THE GOODS INVOLVED IN ANY SUCH CLAIM OF INFRINGEMENT. This Paragraph shall not apply to (i) any foreign patents; (ii) any process in which the Goods are used; (iii) any product made by Buyer; or (iv) any claims or suits involving solely goods not manufactured or designed by Seller harmless from any liability arising out of any infringement of any patent in the manufacture, sale or use of any goods or parts thereof manufactured by Seller to Buyer’s design specifications.

CONFIDENTIAL INFORMATION

All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

RESERVATION OF RIGHTS - OTHER SELLER PRODUCTS

Seller reserves the right to make improvements and changes in design of the Goods it offers for sale without any obligation to make such changes or improvements upon the Goods that are the subject of this quotation or Goods previously manufactured and sold by it.

CHANGES

Buyer accepts the limited capabilities of the Goods, their materials and components upon approving the design of the Goods. Buyer shall bear the cost of all subsequent changes to the design, materials and/or components of the Goods subsequent to approving the design. Buyer shall request all such changes by change order, and pay the cost of the change, in full, within 30 days of submitting the change order.

LIMITATION OF ACTIONS

Buyer agrees that, any action to recover for any loss or damage under any theory of liability, in any way related to this quotation or from the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, installation, technical direction of installation, inspection, repair, operation or use of any Goods covered by or furnished under this quotation must be commenced within one year after the cause of action accrues to Buyer, unless otherwise extended by Seller in writing. It is expressly agreed that there are no warranties of future performance pertaining to the Goods that are the subject of this quotation that would extend beyond such one year period of limitation.

CANCELLATION

1. In the event Buyer requests Seller to stop work or cancel its purchase order based on this quotation, the order or any part thereof, cancellation charges shall be paid to Seller as follows: Any and all work that is complete or scheduled for completion within thirty (30) days of the date of notification in writing to stop work or to cancel, shall be invoiced and paid in full.
2. For work in process, other than covered by item 1, and any materials and supplies procured or for which definite commitments have been made by Seller in connection with Buyer’s order, Buyer shall pay the actual costs and overhead expenses determined in accordance with good accounting practices, plus 15 percent.
3. An amount equal to 15 percent of the difference between the cancellation charge as computed in item 2 and the full purchase price of the Goods will be charged as compensation for business irretrievably lost as a result of accepting a purchase order based on this quotation and having such purchase order cancelled by Buyer.
4. Buyer shall promptly instruct Seller as to the disposition of the Goods and the latter shall, if requested, hold the Goods for Buyer’s account. All costs of storage, insurance, handling, boxing or other costs in connection therewith shall be borne by Buyer.

APPLICABLE LAW; SUBMISSION TO JURISDICTION

These Terms and Conditions, quotation and the rights, obligations and liabilities of the parties, shall be governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State in which Buyer’s principal place of business is located or any other jurisdiction) that would cause application of the laws of any jurisdiction other than those of the State of Michigan. Any legal suit, action or proceeding arising out of or relating to this quotation or the purchase order shall be instituted in the federal courts of the United States of America located in Detroit, Michigan, or in the courts of the State of Michigan located in the City of Mt. Clemens in the County of Macomb, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

COMPLETE AGREEMENT

1. Any purchase orders received by Seller in response to this quotation shall not be binding or firm orders until approved by Seller. This quotation, when accepted by Buyer in accordance with the Offer and Acceptance paragraph hereof, and when Seller’s acknowledgement of receipt of acceptance is given to Buyer, shall constitute the entire agreement between the parties relating to this quotation and the Goods provided pursuant thereto, shall supersede all previous communications or understandings between Buyer and Seller with respect to the subject matter hereof and no alteration or addition to this quotation shall be binding on Seller unless it is in writing and signed by a duly authorized officer of Seller.
2. The parties hereto agree that if any clause is held unenforceable by a court of competent jurisdiction, the balance of the contract shall remain in full force and effect.

WAIVER OF TERMS AND CONDITIONS

Failure or delay of Seller to insist upon strict performance of any of the Terms and conditions of this quotation or to exercise any rights or remedies Provided herein or by law, shall not release Buyer from any of the obligations of this quotation and shall not be deemed a waiver of any right of Seller to insist upon strict performance hereof or of any rights or remedy of Seller as to any prior or subsequent default hereunder.

COMPLIANCE WITH LAW

Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other duties or penalties on the Goods.

NOTICES

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the receiving party at the address set forth on the face of Seller’s acknowledgment and acceptance of Buyer’s purchase order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email or facsimile with confirmation of transmission, or certified or registered mail, return receipt requested, postage prepaid. A Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

TERMINATION

In addition to any remedies that may be provided hereunder, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due Seller hereunder and such failure continues for 10 business days after Seller delivers Notice of nonpayment; or (b) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

SEVERABILITY

If any term or provision of this quotation is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

SURVIVAL

Provisions of the which by tis quotation that by their nature should apply beyond their terms will remain in force after Delivery or any termination or expiration of any purchase order issued subject to this quotation, including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Applicable Law and Submission to Jurisdiction, and Survival.