TERMS AND CONDITIONS OF THIS CONTRACT OF SALE
Parties: Erie Metal Basket (EMB) and the Purchaser
Warranty: EMB warrants that the goods manufactured or repaired under this contract conform to the agreed specifications and conditions. All other warranties, express or implied, including all warranties of merchantability or fitness, are excluded. EMB shall not be liable for consequential, special, direct, or incidental damages, except that the purchaser is entitled to repair or replacement, at no cost, for any goods sold hereunder not meeting the agreed specifications and construed. Purchaser indemnifies EMB from all claims, losses and damages imposed on it by third parties related to goods on this contract.
Quantities: Purchaser agrees to accept either overages or shortages not in excess of 10% of ordered quantities, unless stated otherwise herein.
Price: All goods sold FOB shipping point, and all risk of loss after FOB point shall be the responsibility of purchaser. Freight, delivery and packaging charges are in addition to the manufacturing prices quoted herein, unless otherwise stated. Purchaser shall pay all set-up charges, including tools, dies, fixtures, etc., unless otherwise stated herein. Such tools dies, fixtures, etc., remain the property of EMB. All taxes are the responsibility of purchaser, and purchaser must establish any exemptions.
Terms of Payment: Payment is due within thirty days of the date of the invoice, unless otherwise stated herein. EMB may charge purchaser 1-1/2% per month on the unpaid balance beginning thirty days after the date of invoice.
Errors: Typographical errors are subject to correction.
Confidentiality: Any proprietary information received from EMB remains the property of EMB. Purchaser shall treat as confidential all proprietary information supplied by EMB and may not disclose such information to a third party. Purchaser may not use such proprietary information in performing other work for itself or a third party. Purchaser shall return to EMB all proprietary information upon demand. Purchaser shall be liable to EMB for any infringements of copyrights owned by EMB and identified to purchaser.
Nuclear work: Pursuant to Section 170 of the Atomic Energy Act, as amended, purchaser shall indemnify and hold harmless EMB from any and all liabilities connected with use of any goods sold on this contract and involved in a nuclear facility accident.
Fair Labor Standards: EMB certifies that these goods were produced or services performed in compliance with all applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof.
Force Majeure: EMB shall not be liable for failure to perform under this contract for causes beyond its control, including strikes, labor slowdowns, lockouts, fires, floods, riots, thefts, accidents, embargoes, wars or other hostilities, acts of governments, acts of God, unusually sever weather, machinery failures, or delays of carriers or suppliers. If a force majeure occurs, EMB and purchase shall re-establish a reasonable timetable for performance.
Cancellation: Purchaser’s breach of contract by cancellation shall entitle EMB to recover its losses from the purchaser.
Arbitration: Any unsettled controversy resulting from this order shall be settled by arbitration in Erie, Pennsylvania in accordance with the rules of the American Arbitration Association.
Changes: This contract represents the complete understanding between the parties regarding terms and conditions, and the contract cannot be changed, terminated, or waived without the written concurrence of EMB.
Location: This contract is made in Erie, Pennsylvania, and shall be interpreted according to the laws of Pennsylvania, and all court actions arising from the contract shall be brought in Erie County Pennsylvania.