Akron Brass Company General Terms and Conditions of Sale

Effective June 26, 2018

Quotations and Proposals

Unless and except to the extent specially stated otherwise in the applicable quotation or proposal or of the applicable purchase order acceptance:

• All quotations and proposals issued by Akron Brass Company or any of its divisions (“Seller”), all purchase order acceptances by Seller, and all sale transactions by Seller are always upon and subject to these General Terms and Conditions of Sale, and no different, additional, conflicting or inconsistent terms and conditions set forth or referenced in any purchase order shall apply.
• Quotations and proposals issued by Seller are not binding and may be revoked or modified by Seller at any time and, if not earlier revoked, will expire 60 days after the date of issuance.
• All amounts are in US Dollars.

Orders
All orders must contain the following information at a minimum:

• Purchaser Name and Address
• Purchaser Contact Name, Email Address, and Telephone Number
• Purchaser Purchase Order Number
• Seller Part Number
• Item Description
• Item Quantity
• Item Price
• Requested Delivery Date (Date of Receipt at Purchaser’s Location)
• All logistics information required for processing and shipment

Export orders must also contain the following information (if known):

• Country of Ultimate Destination
• End User Contact Name, Email Address or Fax Number, and Telephone Number

If an order is submitted in response to a specific quotation or proposal issued by Seller: (i) the quotation or proposal must be referenced in the order, and (ii) the order must state that it is submitted pursuant to such quotation or proposal and is under and subject to all of the terms and conditions of such quotation or proposal, including, unless and except to the extent specifically stated otherwise in such quotation or proposal, these General Terms and Conditions of Sale.

Orders for non-catalog items or special order items may have minimum purchase quantity requirements. Purchaser will be advised of any minimum purchase quantity requirements at the time the order is placed.

Orders for items sold in packaged quantities must be for the full packaged quantity.

All orders are subject to acceptance by Seller, and Seller shall have no obligation under any order unless and until the same is accepted by Seller and a confirmation of acceptance has been issued to Purchaser. To be effective, a confirmation of acceptance must be given in writing or by fax, email or other electronic media.

Unless and except to the extent specifically stated otherwise in Seller’s confirmation of acceptance of an order or, if an order is submitted in response to a specific quotation or proposal issued by Seller, as specifically stated otherwise in such proposal or quotation, Seller’s acceptance of an order shall always be upon and subject to these General Terms and Conditions of Sale, and any different or additional terms and conditions set forth or referenced in Purchaser’s order or otherwise are rejected and shall not apply.

Seller shall have the right to refuse to accept any order for any reason. Without in any way limiting Seller’s right to refuse to accept an order, Seller will accept orders only from approved Purchasers who are in good standing.

Price sheets and other Seller literature are not offers to sell by Seller.

The minimum order value is US$50.00. A US$10.00 Shipping and Handling fee will be assessed on any order less than US$100.00. Orders under US$50.00 will not be accepted or processed.

Order Cancellations
A request to delay or change shipment after an item has been scheduled for production or shipment may result in a price increase and/or additional charges, including warehousing and rescheduling charges. If the requested delay or change in shipment exceeds 90 days, the request may be treated as a request for cancellation.

All requests to cancel an order must be submitted to Seller in writing.

Seller normally permits orders for catalog items in standard quantities to be cancelled at any time prior to shipment without penalty. Orders for non-catalog items, custom-configured and other special order items may be canceled only upon payment of a cancellation charge as determined by Seller. The cancellation charge may include production cost, engineering expense, selling expense, a reasonable amount for overhead, and a reasonable amount for profit. If an order includes items to special specifications or sizes or of types not in general production, the cancellation charge will include payment for all special work. The minimum cancellation change is the greater of 25% of the order value or US100.00.

Shipping and Dimensions, Sizes and Weights
Scheduled shipping dates are approximate only and not guaranteed and are subject to timely receipt of all necessary information and documentation from Purchaser.

Unless and except to the extent an order expressly states on its face that no partial shipments are allowed and/or that no early shipments are allowed, Seller shall have the right to make partial shipments and to make shipments prior to the scheduled ship date on the order confirmation.

The delivery term for all orders is FCA (Incoterms 2010) shipping dock at Seller’s facility from which the items ordered are supplied (either 343 Venture Blvd., Wooster, OH 44691, USA; 607 NW 27th Ave., Ocala, FL 34475, USA; 3656 Paragon Drive, Columbus, OH 43228, USA: or 1736 Westbelt Drive, Columbus, OH 43228, USA).

Akron Brass Company shall have the right to designate carrier and routing whenever freight is allowed. Where freight is not allowed, Purchaser’s designated carriers will be used where practical; provided, however, that Akron Brass Company has the right to designate other carriers and routing to the extent Akron Brass Company deems necessary or appropriate this will include shipments where a carrier has not been designated by the purchaser at least 2 weeks prior to the planned shipment date. Where freight is not allowed, the freight charge will be prepaid and added to the invoice.

Prices include standard packaging and packing only. Any special packaging or packing requested by Purchaser shall result in additional charges.

Published dimensions, sizes and weights are approximate only and are not guaranteed.

Certified dimension drawings of an item may be obtained from Seller at US$50 per set.
Seller shall have the right to refuse to ship items to any person or entity or any destination or for any use that it believes to be unlawful.

Pricing and Payment Terms
All orders shall be Cash-In-Advance, Pre-Pay unless other credit terms are established in writing with Seller.
Unless specifically stated otherwise in a written Special Pricing Notification (SPN) published by Seller:

• All prices are in US Dollars, and all payments are to be made in US Dollars
• All prices are FCA (Incoterms 2010) shipping dock at Seller’s facility from which the items ordered are supplied. (either 343 Venture Blvd., Wooster, OH 44691, USA; 607 NW 27th Ave., Ocala, FL 34475, USA; 3656 Paragon Drive, Columbus, OH 43228, USA: or 1736 Westbelt Drive, Columbus, OH 43228, USA ).
• All prices shall be based on Purchaser’s standard discount and Seller’s published price list in effect on the date the order is placed. List prices are subject to change without notice. If an order has a requested shipment date for any item that is more than 90 days after the order is placed, Seller reserves the right to revise pricing for the item.
• For Purchasers with prior credit approval, the standard payment term for the price of items and other amounts payable by Purchaser shall be net 30 days from date of invoice so long as Purchaser’s account balance is within its approved credit limit. Seller reserves the right to review and revoke a Purchaser’s credit approval and/or modify a Purchaser’s credit limit at any time.
• For a Purchaser without prior credit approval or whose account balance exceeds its credit limit, at Seller’s discretion, the standard payment term for the price of items and other amounts payable by Purchaser shall be payment in full with submission of order.
• Acceptance of payment by credit card shall be at Seller’s discretion. If credit card payment is accepted, Seller may impose a processing fee.

No order shall be accepted that reflects prices or payment in any currency other than US Dollars, pricing that differs from Purchaser’s standard discount or Seller’s published price list in effect on the date the order is placed, a delivery term that differs from the applicable standard delivery term, or a payment term that differs from the applicable standard payment term, unless accompanied by a copy of a duly signed written quotation or proposal to Purchaser or a Special Pricing Notification (SPN) published by Seller reflecting such different currency, pricing, delivery term or payment term.

Unless specifically stated otherwise in a Special Pricing Notification (SPN), all SPNs may be revoked or modified by Seller at any time and, if not earlier revoked, will expire 60 days after the date of publication.

Invoices may be issued at any time after shipment. Partial shipment may be invoiced as the partial shipments are made.

Interest at the rate of 1.5 % per month may be charged on all overdue amounts.

If Purchaser’s account with Seller or any other IDEX Unit should become past due or, in the judgment of Seller, Purchaser’s financial condition does not justify continuance of production or shipment on the applicable payment terms, Seller may, at its sole discretion, suspend production or shipment and require full or partial payment in advance of production or shipment.

In the event Seller has completed and prepared items for shipment and shipment is delayed by Purchaser for any reason, Seller may invoice Purchaser as if shipment had been made and the amount invoiced shall be due and payable as if shipment had been made. After invoice, items held by Seller as a result of a delay in shipment by Purchaser shall be held at the risk and expense of Purchaser.

Title and Risks
Seller will cease to have any responsibility for items and title and all risk of loss or damage to items shall pass to Purchaser in accordance with the applicable delivery term.

Purchaser should make a visual inspection of shipping containers and packages for obvious damage before “signing off” on the carrier’s receipt. If damage is noted, it should be so indicated on the carrier’s receipt before acceptance. Lack of damage to the outside of a shipping container or package does not guarantee undamaged contents. Purchaser should open shipping containers and packages and inspect contents promptly after receipt. If contents are damaged, Purchaser should contact the carrier immediately. If contents do not match the order, Purchaser must notify Seller immediately.

Any shortages or order differences reported to Seller more than 30 days after shipment or 10 days after receipt will not be eligible for return, replacement or adjustment by Seller.

Returns
Seller will not consider requests for credit returns made more than 120 days after the date of shipment. No credit returns shall be accepted by Seller unless accompanied by a Return Materials Authorization (RMA) issued by Seller. Seller shall have no obligation to issue an RMA. In order to be returnable for credit, items must be standard items that are new, unused, the same as items currently being offered for sale by Seller, and in their original packaging with all associated documents, including user manuals. Items which are no longer available, discontinued, obsolete, or special order/production, or otherwise deemed not returnable will not be accepted for return. Seller reserves the sole right to determine the returnability of items for credit.

Items which are received in non-returnable condition for credit will be handled in one of the following ways:

• Destroyed with Purchaser’s approval
• Returned to Purchaser at its expense
• Refurbished and returned to Purchaser at its expense with its approval
• Partial credit issued to Purchaser at the sole discretion of Seller

Seller will have no responsibility or liability in connection with items returned for credit without an RMA. Credit returns arriving without a valid RMA may be refused. All items returned must be properly packed and identified in accordance with the RMA.

All costs and expenses associated with credit returns shall be borne by Purchaser. Return costs and expenses may include labor, material, administrative, and any other costs and expenses arising out of the return. A minimum 20% restocking charge may be assessed on all credit returns. Any credit will be subject to and conditioned the receipt of the returned items in new, unused, undamaged and saleable condition.

Seller may accept a credit return and waive the restocking or cancellation fee in the event Seller determines that the return was due to an error that was the fault of Seller.

Returns for repair do not require an RMA, but should be registered using the Akron Brass Company website at https://www.akronbrass.com/customer-support-returns/. The website includes Seller’s repair terms and conditions and allows a return repair packing list and address label to be printed and progress of the repair to be tracked. If use of the website is not possible, information concerning repairs can be obtained by calling the Seller’s Customer Care Team at 1-800-228-1161 or writing to Seller at Akron Brass Company, 343 Venture Blvd., Wooster, OH 44691, USA. Repair returns may be subject to a repair estimate fee that will be waived if the repair is made.

All credit and repair returns are at Purchaser’s or its customer’s sole risk and expense, and any shipping charges on returned items shall be paid by Purchaser or its customer. No collect shipments will be accepted unless authorized in writing in advance by Seller.

Designs, Materials, Components and Discontinuance
Seller may make changes and modifications to the design of any item at any time without affecting any order or making the same changes and modifications to any previously produced or sold item. Actual items shipped may vary in design, look or content from items shown in catalogs, advertisements or other literature. Seller may substitute materials, components and parts for any item at any time without affecting any order or making the same changes and modifications to any previously produced or sold item. Seller may discontinue the production and sale of any item at any time without incurring any liability or obligation in connection with any order or any previously produced or sold item.

Taxes
Purchaser shall pay all sales, use, value added and other taxes, all duties and tariffs, and all other amounts payable to any governmental authority, whether or not presently in effect, imposed upon or payable with respect to the manufacture, sale, transportation, possession, use or delivery of any item purchased by Purchaser, except that Purchaser shall not be required to pay any tax imposed upon or measured by the income of Seller. In the event Seller should pay any tax, duty or tariff, or other amount that is Purchaser’s responsibility, Purchaser shall promptly reimburse Seller for such tax, duty or tariff, or other amount on demand.

Any claim by Purchaser that an order is not subject to tax, duty or tariff, or other amount payable to a governmental authority must be supported by an appropriate exemption certificate or other documentation acceptable to tax and custom authorities. Unless a current copy of an appropriate tax exemption certificate or other acceptable documentation is on file at Seller, all such documentation must be submitted to Seller with the order.

Installation, Operation and Maintenance
Seller’s installation, operation, and maintenance instructions assume the existence of normal factors and conditions and do not allow for any special factors or conditions that may exist during actual use. Purchaser shall be responsible for ensuring that only properly trained and qualified personnel install, operate and maintain items products purchased from Seller.

Warranty
Products are warranted in accordance with and subject to terms and conditions of Seller’s standard Warranty Statement in effect on the date the applicable order is submitted, which standard Warranty Statement is incorporated herein and made a part hereof by this reference.
Seller’s standard Warranty Statement is posted on the Akron Brass Company website at www.akronbrass.com/customer-support-warranty/. A copy of Seller’s standard Warranty Statement may also be obtained by calling Seller’s Customer Care team at1-844-288-6679 or writing to Seller at Akron Brass Company, 343 Venture Blvd., Wooster, OH 44691, USA.

Liability Limitations
TO THE MAXIMUM EXTENT PERMIITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL SELLER HAVE (i) ANY LIABILITY TO PURCHASER, ANY USER OR ANY OTHER PERSON OR ENTITY FOR ANY CLAIM, LOSS, DAMAGE, INJURY, LIABILITY, OBLIGATION, COST OR EXPENSE THAT DIRECTLY OR INDIRECTLY RELATES TO OR ARISES OUT OF THE USE OR FAILURE OF ANY PRODUCT, PART OR OTHER ITEM SOLD BY SELLER OTHER THAN AS SET FORTH IN SELLER’S STANDARD WARRANTY IN EFFECT ON THE DATE THE APPLICABLE ORDER IS SUBMITTED OR (II) ANY LIABILITY FOR INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF SALES, LOSS OF PROFITS, DOWN TIME, LOSS OF PRODUCTION, LOSS OF CONTRACTS, OR DAMAGE TO REPUTATION OR GOOD WILL, WHETHER OR NOT SELLER WAS AWARE OF OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITED BY LAW, SELLER’S LIABILITY IN CONNECTION WITH ANY PARTICULAR PRODUCT, PART OR OTHER ITEM SHALL BE LIMITED TO THE ORIGINAL PRICE PAID TO SELLER BY PURCHASER FOR SUCH PRODUCT, PART OR OTHER ITEM.

Nuclear Exclusion
PRODUCTS, PARTS AND OTHER ITEMS SUPPLIED BY SELLER ARE “COMMERCIAL GRADE ITEMS” AND MAY NOT BE USED FOR ANY “SAFETY RELATED” PURPOSE, APPLICATION OR FUNCTION AT ANY NUCLEAR POWER PLANT OR OTHER NUCLEAR FACILITY.

Resale or Transfer
If Purchaser resells or transfers any products, parts or other items supplied by Seller (whether sold or transferred in the form provided by Seller or in a modified form or as a component or part of or in connection with other goods or services):

• All warranties, liabilities and obligations in connection with the resale or transfer of such products, parts or other items shall be the sole responsibility, liability and obligation of Purchaser.
• Purchaser shall be solely responsible for determining whether such products, parts or other items conform to and comply with all specifications and technical, commercial, quality, legal and regulatory standards and requirements that may apply in connection with the resale or transfer of such products, parts or other items.
• Purchaser shall be solely responsible for ensuring that such products, parts or other items are fit and appropriate for the purposes, applications and functions for which they may be used after resale or transfer.

Destination Control Statement:
These items are controlled by the U.S. Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. Government or as otherwise authorized by U.S. law and regulations.

The terms listed below expire January 1, 2017

Akron Brass

TERMS:  All U.S. sales are Net 30 days.  All International sales are ex-factory or D.D.U. (Delivered Duty Unpaid) foreign port of destination.  Subject to late payment charge of one and one-half percent (1-1⁄2%) per month.

MINIMUM CHARGE:  Due to cost of handling, no order will be billed for less than fifty dollars ($50.00) - plus forwarding charges.

SPECIAL ORDERS:  We produce many items to specification that are not carried in stock.  After an order in this category has been accepted and placed in process of manufacture, no cancellations will be accepted.

RETURNED GOODS: Material returned without prior Returned Material Authorization may be refused.  Please contact Akron Brass Customer Service Department for the proper procedure.  All returns are subject to a 25% restocking charge.  All products must meet current design specifications and must be received in like new condition to avoid rework charges

PRODUCT REPAIRS:  Products returned for repair do not need prior authorization.  However, you can register the items you wish to return for repair at www.akronbrass.com/onlinerepair.  This site will register the item(s) to be sent back for repair, print the correct return address label, and allow you to track your repair status.  Should you be unable to register on our website you can still send your items in need of repair without registering them first.  Products for repair should be shipped to: Akron Brass Co., Attention Repair Department, 1615 Old Mansfield Road, Wooster, OH  44691. Extenda-Lite® products and other related materials should be sent to Akron Brass Co., 501 N. Cummings Lane, Washington, IL 61571-9652.  If you have any questions on where you should send your repairs, call Customer Service at:  800.228.1161 or 330.264.5678.

PIKE POLE FREIGHT:  All Pike Pole & Hand Tool Purchases are F.O.B. factory regardless of discount structure. Freight Free shipments of Pike Poles can be obtained with a minimum order for a single shipment to one location of $950.00 net cost. Does not apply to any International order.

DISCREPANCIES:  Any shortage or error in shipment should be reported to us within 10 days of receipt of goods

LOST GOODS IN TRANSIT:  Any claims for loss of truck shipments shall be the responsibility of the buyer and should be promptly reported to carrier.  Any claims for loss of small package shipments should be promptly reported to

DAMAGED GOODS:  Damaged product must be promptly reported to the carrier and Akron Brass.  Failure to notify both parties shall place the burden of settlement and negotiation on the buyer.  Damaged product returned to Akron Brass should be sent by the same carrier that delivered the goods

TAXES:  All prices and quotations exclude Local, State, and Federal sales and excise taxes.

ALL ORDERS or parts thereof and all directions for shipment are subject to acceptance by Akron Brass Company

ALL PRICES ARE FIRM PROVIDED IMMEDIATE DELIVERY IS ACCEPTABLE.

ALL PRICES, TERMS, AND CONDITIONS ARE SUBJECT TO CHANGE WITHOUT NOTICE      

CERTIFICATE OF CONFORMANCE:  Many commercial products are available with certificate of conformance to MIL specifications.  If a certificate of conformance is required, it must be requested at the time order is placed and is subject to additional charges to cover the costs of the special handling required.

DOMESTIC DISTRIBUTORS/DEALERS ONLY:

PRODUCTS ARE INTENDED FOR DOMESTIC RESALE.  AKRON BRASS RESERVES THE RIGHT TO RESTRICT DOMESTIC SALES OF PRODUCTS INTENDED FOR INTERNATIONAL DIVERSIONS.  CONTACT AKRON BRASS FOR AUTHORIZATION BEFORE COMMITTING TO ANY INTERNATIONAL SHIPMENTS.

INTERNATIONAL DISTRIBUTORS/DEALERS ONLY:

PRODUCTS ARE LICENSED BY THE U.S.A. FOR EXPORT AND INTERNATIONAL RESALE EXCEPT FOR DIVERSIONS OR SALES INTO AREAS CONTRARY AND PROHIBITED BY U.S. LAW G.D.E.S.T.

Weldon, a division of Akron Brass

These Standard Terms and Conditions of Sale shall take precedence over any additional or conflicting provisions, terms, or conditions offered by Buyer or contained in any of

Buyer’s order forms except for instructions related to quantity or shipping of the goods. Any reference to “Supplier” herein shall mean Weldon, a division of Akron Brass Company.

PAYMENT TERMS: Net-balance payable 30 days from date of billing, or as established by Supplier’s credit department. In the event shipments are less than whole lots, pro rata payments are due from Buyer as shipments are made, and if shipments are delayed by Buyer said pro rata payments are due on the date when the Supplier is ready to ship. Prices quoted do not include taxes.

CANCELLATIONS: Supplier will assess a 25% cancellation fee or $100.00 cancellation charge; whichever is greater, to any and all cancelled orders of Supplier’s standard goods that are canceled within thirty (30) days of the scheduled ship date. Custom or proprietary goods carry a 100% cancellation penalty if canceled within thirty (30) days of the scheduled ship date. Buyer’s cancellation notice to Supplier must be in the form of standard mail or facsimile to Supplier’s main office in Columbus, Ohio. Supplier will then confirm the cancellation and the cancellation fee due from Buyer.

FREIGHT: The goods shall be delivered F.O.B. Supplier’s Columbus, Ohio plant. Title to the goods shall pass to the Buyer at the time Supplier delivers the goods to a common carrier for shipment in accordance with Buyer’s instructions. In recognition of the fact that shipping dates are approximate, Supplier’s liability shall not extend to any loss or expense incurred by Buyer due to Supplier’s production or other delays.

RETURNS: Supplier’s Customer Service Department must authorize all returns in advance, with a Returned Goods Authorization (RGA) number assigned. Goods must be returned freight prepaid. Goods returned without a RGA number will not be accepted by Supplier’s Receiving Department and will be shipped back to the original shipper at their expense. Non-warranty returns shall be assessed a 15% restocking fee; and goods may not be returned after one year from the original sale date. Weldon, a division of Akron Brass, RGA#____, 3656 Paragon Drive, Columbus, Ohio 43228.

INDEMNIFICATION: The Supplier will indemnify, defend and otherwise hold harmless the Buyer from all cost, loss, damage or liability arising from any proceeding or claim brought or asserted against the Buyer to the extent such proceeding or claim is based on an allegation that the goods, as sold and delivered by the Supplier, infringe any patent, copyright, trademark or trade secret, provided the Buyer (i) promptly notifies the Supplier of any such proceeding or claim after it becomes known to the Buyer; and (ii) provides all the assistance and cooperation that the Supplier may reasonably request; and (iii) agrees that Supplier shall have sole control of the defense of any proceeding or claim. The Supplier shall not be liable to the Buyer under any provision of this paragraph to the extent that any claim is based upon: (1) a use for which the goods was not designated by the Supplier; or (2) an alteration of the goods by the Buyer or a third party which such alteration is the basis for the alleged infringement; or (3) any sale or use of an outmoded goods for which the Supplier offers non-infringing goods with the same functional characteristics or for use in the same applications. Further, should the Buyer be enjoined from using goods furnished by the Supplier because of an infringement, the Supplier shall at its own expense procure the right to continue using the goods or replace or modify the goods so that they become non infringing, or at the Supplier’s option, refund to the Buyer the purchase price of such goods. The Supplier shall have no further liability to the Buyer for intellectual property infringement other than as expressly set forth in this paragraph.

The Buyer agrees to indemnify, defend and hold harmless the Supplier from and against any and all cost, loss, damage, injury, claims, liabilities, or demands (including the cost, expenses and reasonable attorney’s fees on account thereof) which may be made against the Supplier which are alleged to arise out of or relate to: (i) any representation, warranty statement or covenant made by the Buyer to any person regarding the goods or any applications thereof in excess or derogation of those permitted hereunder, unless the Supplier expressly approves in writing such representation, warranty, statement or covenant; and (ii) any negligent or other wrongful act or omission of the Buyer and its agents; and (iii) any change made in the goods (or the Supplier provided documentation) by the Buyer without the Supplier’s express written consent or Buyer’s use of the goods in a manner or application for which the good s was not designed for by Supplier.

FORCE MAJEURE: Except for payment obligations, the consequences, direct or indirect, of labor troubles, fires, accidents, floods, war, shortage or transportation failure, suspension or curtailment of production due to shortage or supply of raw materials or other economic factors, government acts or requirements and any and all like or different causes beyond the control of the parties hereto shall excuse performance by either party to the extent by which performance is prevented thereby. Supplier will advise Buyer of any such delays and will revise delivery schedules accordingly.

EXPORT: Goods purchased or received under these Standard Terms and Conditions of Sale may be subject to export control laws, restrictions, regulations and orders of the United States. Buyer agrees to comply with all applicable export laws, restrictions and regulations of the United States or foreign agencies or authorities, and shall not export, or transfer for the purpose of re-export, any product to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such United States or foreign law or regulation. Buyer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons List and is not otherwise prohibited by law from purchasing the goods sold hereunder. Buyer shall be responsible to obtain any license to export, re-export or import as may be required.

GOVERNING LAW: These Standard Terms and Conditions of Sale shall be governed and construed in all respects in accordance with the laws of the State of Ohio and each party hereby submits to the non-exclusive jurisdiction of the courts of the State of Ohio. The provisions of the United Nations on contracts for the International Sale of Goods (“CISG”) and the Contracts (Rights of Third Parties) Act of 1999 are expressly excluded from this Agreement, if otherwise applicable.

TERMINATION: Supplier, in its sole discretion, may evaluate Buyer’s financial condition and may cancel any order if in Supplier’s judgment the Buyer would be unable to meet its obligation, unless the Buyer shall upon written notice immediately pay for all goods delivered or shall pay in advance for all goods not delivered in accordance with Supplier’s discretion.

SEVERABILITY: The provisions of these Standard Terms and Conditions of Sale are severable. Should any court of competent jurisdiction hold any of these clauses to be unlawful, such holding shall not invalidate all of the clauses, but rather, the unlawful clause shall be severed and the remaining provisions shall be fully enforceable.

MISCELLANEOUS: These Standard Terms and Conditions of Sale is the entire agreement between the parties and supersedes all prior agreements, correspondence and understandings relating to the subject matter hereof. No failure by either party to take any action or assert any right hereunder shall be deemed to be a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any amendments to these Standard Terms and Conditions of Sale must be made in writing and signed by a duly authorized officer of the Supplier. The headings herein are for convenience only and shall not affect interpretation.