Terms & Conditions

The following are Adams Magnetic Products Terms and Conditions of Sale

These Terms & Conditions (“Terms”) apply to the sale of products and services (collectively, “Products”) by Adams Magnetic Products, LLC or its affiliates and subsidiaries (“Seller”).  “Buyer” is the entity listed as the “Buyer” in the order (“Order”) executed by Buyer and Seller setting forth the Products to be sold by Seller that specifically references (a) these Terms, (b) the quantity of Product ordered by Buyer, (c) the requested delivery date, (d) the delivery location and (e) the price of the Products. These Terms are effective upon the date (“Effective Date”) of the earlier of (a) the parties’ execution of the Order to which these Terms attach or (b) Buyer’s first use of the Products.

1. Ordering Process. Each Order is governed by and incorporates by reference these Terms. By ordering or accepting the Products, Buyer agrees to the terms and conditions set forth in these Terms and in the applicable Order. If there is a conflict between the Order and these Terms, the Order will supersede and prevail. Any different or additional terms in Buyer’s acknowledgment, purchase order or other document of Buyer (collectively, “Purchase Order”) are hereby rejected, notwithstanding any terms or conditions that may be contained therein and notwithstanding Seller’s acceptance of such terms and conditions or shipping of Products to Buyer. Failure by Seller to specifically object to provisions contained in Buyer’s Purchase Order will not in any way alter or waive these terms and conditions.
2. Right to Manufacture and Sell Competitive Products. These Terms do not create an exclusive relationship between Buyer and Seller. These Terms do not preclude or otherwise limit Seller’s right to manufacture or sell to any entity or person or enter into any agreement with any other entity or person related to the manufacture or sale of the Products or products that are similar to or competitive with the Products (including Custom Products); provided that Seller does not utilize any of Buyer’s Confidential Information or Intellectual Property Rights.
3. Custom Products.
   • If agreed to by the parties in the Order, Buyer may purchase Products that Seller customizes for Buyer (“Custom Products”); provided that Buyer acknowledges that Buyer has the sole authority to make final binding decisions and give approval regarding the design requirements, design assurance, and design output for the Custom Products. Seller may provide technical guidance, recommendations or advice to Buyer (“Recommendations”) relating to the Custom Products. However, Buyer agrees that it is not relying on any Seller Recommendations and it acknowledges that Seller gives no warranty, express or implied, concerning the accuracy or adequacy of such Recommendations; or that such Recommendations will meet Buyer’s needs. Buyer assumes complete responsibility for loss, damage or liability resulting from the implementation or use of any Recommendations with respect to Custom Products.
   • As the design authority, Buyer is solely responsible for providing all required specifications, design requirements, information, data, drawings, equipment, and other materials (“Buyer Materials”) to Seller in connection with any Custom Products. Prior to providing Seller with any Buyer Materials, Buyer will notify Seller if any Buyer Materials are subject to any legal or regulatory requirements, including but not limited to the International Traffic in Arms Regulations (“ITAR”) or the Defense Federal Acquisition Regulation Supplement. Buyer hereby grants to Seller a right to use the Buyer Materials for the sole purpose of manufacturing and providing the Custom Products to Buyer in accordance with the Order.
   • Buyer agrees to provide all assistance, cooperation, information, and resources, including the Buyer Materials, reasonably necessary to enable Seller to manufacture and deliver the Custom Products. Buyer acknowledges that Seller’s ability to manufacture and deliver the Custom Products may be affected if Buyer does not timely provide this information and support.
4. Minimums; Forecasts; Variation in Quantity.
   • Buyer will purchase the minimum purchase commitment amount listed in the Order, if any (“Minimum Purchase Commitment”) or pay Seller the Fees due to Seller if Buyer has complied with the Minimum Purchase Commitment.
   • If agreed to by the parties in the Order, Buyer may be required to provide Seller with forecasts of the specific Products and quantity of Products that Buyer will order from Seller each calendar month (“Forecasts”). Forecasts are for informational purposes only and do not create any binding obligations on either party; provided that, Seller will not be required to manufacture or sell to Buyer any quantity of Product that is unreasonably disproportionate to any Forecast for the period covered by such Forecast.
   • If Seller produces Custom Products for Buyer, unless otherwise agreed to by the parties in writing, Seller will be in compliance with the Order if it delivers any quantity of Custom Product not exceeding 10% of the number of Custom Products ordered. If Buyer supplies materials or other items for Custom Products, Buyer will supply 10% more than is necessary to complete the Order.
5. Payment
   • If Seller provides a price quotation for Products (“Quote”), Buyer acknowledges that the Quote is for informational purposes only and the fee for the Products that Buyer must pay to Seller (“Fee”) will be set forth in the Order for the applicable Products. Until Buyer and Seller execute the Order for Products, Seller has the right to update the Fees for such Products without prior notice to Buyer. Fees are exclusive of all Taxes (as defined below), costs of transport and insurance; and Buyer is solely responsible for all Taxes, fees and expenses. Additionally, the Fees do not include Seller’s provision of any technical services such as setup, start-up, testing, and/or installation, safety equipment, technical data, or proprietary rights of any kind.
   • All Fees for Products sold are non-cancellable and non-returnable. Buyer’s obligation to make payment to Seller is not conditioned upon Buyer’s installation, use, or operation of any Product.
   • Seller will issue an invoice to Buyer for the Fees due after the parties execute the Order. Buyer must pay Seller the Fees in accordance with the credit terms based on the invoice issuance date. Seller may add a convenience fee of 3% to the Fees for any amount Buyer pays with a credit card. Credit card purchases are not eligible for any early payment discount. Currently, Seller only accepts Visa, Mastercard and American Express.
   • For all Orders, payment of Fees in full is required prior to manufacture, machining and shipment of the Product. Buyer will pay all Fees without setoff or counterclaim, and without any deduction or withholding. The payment terms stated in any invoice are conditioned upon approval of Buyer’s credit and may be withdrawn or amended at any time by Seller, at its discretion, if Buyer does not (a) maintain a satisfactory credit rating or (b) maintain its account with Seller in good standing. Seller reserves the right to change these credit terms, refuse shipment, or cancel unfilled Orders at any time when the financial condition of Buyer fails to meet the requirements of a satisfactory credit rating or when the previous payment record of Buyer to Seller reasonably warrants such action.
   • Interest will accrue on delinquent invoices at the rate of 1.5% per month, subject to federal, state, and local laws, on the amount of the unpaid balance from the original due date of the invoice. If Seller refers delinquencies to an attorney or an agent for collection, Buyer will pay all costs of collection, including attorneys’ fees.
   • Buyer will notify Seller in writing of any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) with any invoice (along a reasonably detailed description of the dispute) within 15 days from Buyer’s receipt of such invoice. Buyer will be deemed to have accepted all invoices for which Seller does not receive timely notification of Dispute. The parties will endeavor to resolve any Disputes expeditiously and in good faith. If the parties are unable to resolve any invoice Dispute within 30 days of commencing discussions, a party may commence formal legal proceedings in accordance with Section 16. If Buyer wishes to dispute Fees which have been invoiced by Seller, it will nonetheless make payment of the Fees in full on the due date to Seller’s attorneys who shall hold such disputed amounts in trust until the Dispute is resolved.
6. Unless otherwise indicated, Buyer is responsible for the ultimate payment of all federal, state, local, foreign or provincial taxes, fees, or charges of any nature whatsoever (other than Seller’s income-based taxes) imposed by any governmental authority that may be assessed or levied on Products and other materials sold to Buyer (“Taxes”). If Buyer is exempt, Buyer will provide Seller with the documentation necessary to support such a claim and to allow Seller to document its decision not to collect such Taxes. If any Taxes, deduction or withholding (including cross-border withholding Taxes) is required on any payment, shipment or delivery of Products by Seller to Buyer, Buyer will pay such additional amounts as are necessary so that the net amount received by Seller is equal to the Fees then due and payable under these Terms.
7. Shipping and Delivery
   • All Products (including replacements) are shipped Ex Works as defined under Incoterms 2020. Buyer is solely responsible for, and shall pay, all shipping, freight and insurance costs of delivering the Products. Title to Products will pass at the place from which Seller ships the Products to Buyer.
   • All delivery and shipment dates quoted are approximate and subject to Seller’s availability schedule. Seller will make reasonable efforts to meet the delivery date(s) quoted. All delivery promises are predicated upon prompt and timely receipt from Buyer of payment and all necessary information, material samples, and documentation. If Seller must delay shipment due to Buyer’s failure to comply with the foregoing, Seller may store the Products in a warehouse selected by Seller (at Buyer’s risk) and may charge Buyer storage and warehousing fees for the period that Seller must maintain the Products in storage.
   • Buyer must immediately inspect all Products delivered for non-conformance with the limited warranty set forth below in Section 9 (“Non-Conforming Products”). Buyer will notify Seller of its rejection of any allegedly Non-Conforming Product within 15 days after the delivery date with a reasonably detailed description of the alleged defects; otherwise Buyer is deemed to have accepted the Products. If Buyer alleges that any Products are Non-Conforming Products, Buyer will provide Seller a reasonable opportunity to inspect and test such Products. Seller may issue a Return Material Authorization (RMA) for Buyer to ship the allegedly Non-Conforming Products, at Buyer’s expense, to Seller’s facility for inspection and testing, and Buyer will reasonably cooperate with such inspection. If Seller confirms that the Products are Non-Conforming Products, Seller will reimburse Buyer for the actual shipping costs incurred to return such Non-Conforming Products to Seller.
   • Unless Buyer packaging requirements are expressly set forth in the Order, Seller has the right to determine suitable packaging for Products. Seller is not responsible for damage to Products caused by carriers, and claims for damages must be submitted directly to the carrier. Special packaging requests not quoted at the time of the original Quote may be re-quoted based on the specific requirement.
8. Security Interest. Seller retains, and Buyer hereby grants, a security interest (“Security Interest”) in the Products and any proceeds therefrom to secure any portion of the Fees not paid. These Terms constitute a written security agreement provided by Buyer to Seller covering all Products sold by Seller to Buyer and any proceeds therefrom. Seller may record a Uniform Commercial Code Financing Statement evidencing this Security Interest. Seller has all rights and remedies accorded by law or equity to a secured seller, including the right to enter upon the premises where the Products will be located for purposes of removing them, and all such rights and remedies will be cumulative. Buyer will (i) maintain insurance against all risks to cover full replacement value of the Products until Seller has been paid in full and agrees to do all things and acts necessary to perfect and maintain such Security Interest for the benefit of Seller and (ii) notify Seller of the sale, lease, or other disposition of the Products, which notice will include details of where the proceeds of such sale, lease, or other disposition are deposited.
9. Limited Warranty for Stock Products and Custom Products.
   • For 30 days from the date of shipment of the Product to Buyer (“Warranty Period”), Seller warrants that the Product designed and manufactured by it and delivered hereunder will substantially conform to the Product specifications provided by Seller to Buyer for stock Products (“Specifications”). For any Custom Products, Seller warrants that the Custom Products will substantially conform to the specifications agreed to by the parties in the Buyer Materials for the Custom Products. Such warranty is conditioned upon (a) Buyer notifying Seller in writing of any alleged defect within 15 days after its discovery and within the Warranty Period and (b) none of the warranty exclusions in Section 9.3 applying. The warranty provided herein is not transferable by Buyer to any third party.
   • Upon receipt of a timely notice of an alleged defect in the Products, Seller will investigate and inspect such alleged defect. If Seller determines that the Product is a Non-Conforming Product and such defects are not caused by or contributed to by the limited warranty exclusions listed in these Terms, including Section 9.4 (“Warranty Exclusions”), Seller, at its option, will either correct such nonconformity by repairing or replacing such Non-Conforming Product, or returning to Buyer the Fees paid for such Non-Conforming Product. If Seller does not reasonably agree that the Products are Non-Conforming Products or discovers or suspects that the alleged defects are caused by or contributed to by the Warranty Exclusions, Seller may choose to repair or replace such Products at its then-standard Fees and charge Buyer for return shipping costs if Buyer returned the allegedly Non-Conforming Products to Seller. Buyer has no right to return for repair, replacement, credit, or refund any Products except as set forth in these Terms. Buyer will not repair or replace any Products, in whole or in part, either itself or through any third party.
   • EXCEPT FOR THE FOREGOING WARRANTY, SELLER MAKES NO WARRANTY WHATSOEVER AND EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PRODUCT(S), INCLUDING WITHOUT LIMITATION ANY (A) WARRANTY OF MERCHANTABILITY, (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (C) WARRANTY OF TITLE, OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; IN EACH CASE, WHETHER EXPRESS OR IMPLIED BY LAW, OR ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
   • The limited warranty will not apply (a) if Buyer has not fully paid all Fees for the Products, (b) if Buyer has not used, stored, installed, maintained, or operated such Products in accordance with good industry practices or Seller’s Specifications, (c) if the Products have been altered, modified, or repaired by anyone other than Seller, (d) if the Products have been damaged through Buyer’s accident, misuse, neglect, or lack of proper maintenance, (e) to Products damaged by normal wear and tear; or (f) to items, components or materials not manufactured by Seller contained in, incorporated into, attached to, or packaged together with, the Products (“Third-Party Product”); provided that to the extent permissible, Seller will pass-through any warranty that it has received for such Third-Party Product to Buyer. Further, Buyer acknowledges that all Products are produced subject to the tolerances and variations set forth in the Magnetic Materials Producers Association Standard Specifications No. 0100-00 (or any successor) or otherwise agreed to between the parties in the Order (“Tolerances”). The limited warranty will not apply if the Products are within such Tolerances.
   • THE LIMITED WARRANTY DESCRIBED IN THIS SECTION 9 IS BUYER’S SOLE AND EXCLUSIVE REMEDY FOR THE DELIVERY OF NONCONFORMING PRODUCTS AND ANY PRODUCT DEFECTS OF ANY KIND.
10. • “Confidential  Information” means the following information disclosed by one party (“Discloser”) to the other party (“Recipient”): (a) any information stored in tangible form that is marked “confidential” or “proprietary”; (b) any information Discloser orally designates as “confidential” or “proprietary” at the time of disclosure; and (c) any other information Recipient should reasonably consider by its nature or content to be confidential or proprietary, whether marked “confidential” or “proprietary,” including these Terms, and business and marketing plans, technology and technical information, product plans and designs, applicant and employee information, customer and vendor lists, and business and manufacturing plans and processes. Confidential Information will not include information that (i) is made generally available to the public prior to disclosure to Recipient, (ii) becomes publicly available through no act or omission by the Recipient, (iii) was already in Recipient’s possession without restriction before receipt from Discloser, (iv) is rightfully disclosed to Recipient by a third party without restriction, or (v) Recipient independently developed without use of or reference to Discloser’s Confidential Information (as demonstrated by reasonable evidence). Without limiting the foregoing definition, Confidential Information of Seller will include Seller’s Specifications, Intellectual Property Rights, and Tooling.
    • Recipient shall (a) use at least the same degree of care to protect Discloser’s Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (b) not use Discloser’s Confidential Information for any purpose outside the scope of these Terms, (c) limit access to Discloser’s Confidential Information to its employees, personnel, agents and other representatives (“Representatives”) only (i) as necessary to perform its obligations under these Terms, and (ii) if each Representative has executed a written nondisclosure agreement at least as protective of Discloser’s Confidential Information as the terms of these Terms, (d) not make copies of Discloser’s Confidential Information unless authorized by Discloser, and Recipient shall reproduce all confidentiality and proprietary notices on all copies in the same manner as the original, and (e) promptly notify Discloser of any actual or suspected misuse or unauthorized disclosure of Discloser’s Confidential Information.
    • If the Recipient is compelled by law to disclose Discloser’s Confidential Information, Recipient shall provide reasonable written notice to Discloser prior to disclosure, unless prohibited by law, and disclose only that portion legally required. Either party may disclose the terms of these Terms to a third party that is under an obligation of confidentiality in connection with customary financial reporting, a proposed sale, merger, acquisition, change in control, consolidation, or other similar transaction.
11. Compliance; Representations and Warranties.
    • Buyer represents and warrants that (a) it has the rights to grant the rights and licenses granted under these Terms; (b) it has and will comply with applicable law in the performance of its obligations under these Terms and use of the Products; and (c) it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required.
    • Buyer will comply with all applicable laws in connection with these Terms, including all applicable import, re-import, sanctions, anti-boycott, export and re-export control laws and regulations, such as the Export Administration Regulations, the ITAR, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, Buyer is solely responsible for legal and regulatory compliance related to its use of the Products.  Buyer represents and warrants that Buyer, or any party that owns or controls Buyer, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.
12. Term; Termination; Effect of Termination.
    • These Terms are effective on the Effective Date and will continue until terminated in accordance with Section 12.2.
    • A party may terminate these Terms (a) for cause, upon providing at least 30 days prior written notice to the other party of a material breach of these Terms if such breach remains uncured at the expiration of such period and (b) immediately without prior written notice if the other party has ceased to operate in the ordinary course, becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or general assignment for the benefit of creditors. Notwithstanding the foregoing, Seller may terminate these Terms and the Order to which these Terms are attached upon written notice to Buyer if Buyer fails to timely pay Fees when due.
    • Upon termination or expiration of these Terms, (a) Buyer must immediately pay all Fees then due and owing to Seller under these Terms and (b) each party will promptly return or destroy (at the Discloser’s request) all of the other party’s Confidential Information. Expiration or termination of the Term will not affect any rights or obligations of the parties that accrued prior to such expiration or termination.
    • The following sections of these Terms survive termination or expiration of these Terms: Sections 2, 5, 6, 8, 10, 11, 12.3, 12.4, 13, 14, 15, 16, and 17.
13. Limitation of Liability.
    • IN NO EVENT SHALL SELLER OR ITS LICENSORS BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PRODUCTS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STRICT LIABLITY, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    • THE TOTAL LIABILITY OF SELLER AND ITS LICENSORS ARISING OUT OF OR RELATING TO THESE TERMS AND THE PRODUCTS FURNISHED HEREUNDER WILL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY BUYER TO SELLER FOR THE SPECIFIC PRODUCT ON WHICH SUCH LIABILITY IS BASED.
    • REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY SELLER, BY WAY OF RECOMMENDATIONS OR OTHERWISE, BUYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY PRODUCTS, INCLUDING IN ANY END PRODUCTS CREATED BY BUYER USING, IN WHOLE OR IN PART, THE PRODUCTS.
14. Intellectual Property Rights.
    • Buyer acknowledges and agrees that: (a) any and all of Seller’s Intellectual Property Rights (as defined below) are the sole and exclusive property of Seller or its licensors; (b) Buyer will not acquire any ownership interest in any of Seller’s Intellectual Property Rights; (c) any goodwill derived from the use by Buyer of Seller’s Intellectual Property Rights inures to the benefit of Seller or its licensors, as the case may be; (d) if Buyer acquires any Intellectual Property Rights or other rights in or relating to any Product by operation of law or otherwise, such rights are deemed and are hereby irrevocably assigned to Seller without further action by either of the parties; and (e) Buyer will use Seller’s Intellectual Property Rights solely for purposes of using the Product under these Terms and only in accordance with these Terms.
    • Except for the limited licenses granted to Seller in these Terms, Buyer retains all right, title and interest (including any and all Intellectual Property Rights) that Buyer may have in and to the Buyer Materials.
    • Without limiting any of the foregoing, Seller retains all rights, title and interest in and to any tooling, dies, test and assembly fixtures, gauges, jigs, patterns, casting patterns, cavities, molds, and documentation, and any attachments, parts, replacements or accessories and engineering specifications and test reports (collectively, “Tooling”) used by Seller in connection with its manufacture and sale of the Products. Buyer has no right, title, or interest in or to any Tooling. Seller may recoup from Buyer a portion of the cost of any Tooling used to produce Products for or on behalf of Buyer.
    • Buyer will not: (a) take any action that interferes with, or challenges, or is adverse to any of Seller’s rights in or to Seller’s Intellectual Property Rights; (b) engage in any action that tends to disparage, dilute the value of, or reflect negatively on the Product or any of Seller’s trademarks; or (c) alter, obscure, or remove any Seller’s trademarks, or trademark or copyright notices or any other proprietary rights notices placed on the Product or other Seller materials.
    • “Intellectual Property Rights” means patents, trademarks, service marks, trade and service names, domain names, copyrights, topography rights, mask works, database rights, design rights, trade secrets and other intellectual property or moral rights, whether or not they are registered and including all applications and rights to apply for registration, and all similar or equivalent rights, anywhere in the world.
    • Buyer may provide questions, comments, suggestions or ideas to Seller about the Products (“Feedback”). If Buyer provides Feedback, then Buyer hereby grants to Seller a perpetual, worldwide, royalty-free right and license to use that Feedback without restriction and without obligation to Buyer.
    • Unless otherwise agreed to in the Order, Buyer agrees that Seller may refer to Buyer’s name, trademarks, logos, Feedback, case studies, testimonials, name and pictures of individuals issuing testimonials or comments in any of its marketing, advertising, customer references, website or any other public materials.
    • Buyer’s violation of this Section 14 may cause Seller irreparable damage for which other remedies would be inadequate. In addition to any other remedies that may be available at law or in equity, Seller has the right to obtain such injunctive or other equitable relief from a court of competent jurisdiction as necessary to prevent any such violation.
15. Indemnification; Waiver of Subrogation.
    • Buyer will defend, indemnify, and hold harmless Seller and its affiliates and its and their respective officers, directors, employees, licensors, agents, successors, and assigns (collectively, “Indemnified Parties”) from and against all liability, damages, penalties, fines, settlement and/or compromise payments, costs, and expenses (including attorneys’ fees and all other costs of litigation and defense) arising from or relating to (a) Buyer’s breach of these Terms, (b) Buyer’s or its employees’, agents’, or other representatives’ use of the Product or any end-product that Buyer incorporates, uses with, or combines with the Product, including any allegation of, or actual, damage or injury (including death); except to the extent caused by the sole negligence of Seller as determined by a court of competent jurisdiction; and (c) any Buyer Materials.
    • Buyer covenants that any insurance policies carried by Buyer waive any right of subrogation of the insurers against the Indemnified Parties, and Buyer will deliver to Seller satisfactory proof that such waivers have been incorporated into such policies.
16. Dispute Resolution.
    • Except for any Disputes in which either party seeks injunctive or other equitable relief for the alleged unauthorized use of its Intellectual Property Rights, Buyer and Seller agree (a) to waive its respective rights to have any and all Disputes arising from or related to these Terms or the Products resolved in a court, and (b) to waive its respective rights to a jury trial. Instead, each party agrees to arbitrate Disputes through binding arbitration in accordance with Section 16.2.
    • The parties agree that (a) any arbitration will occur in Chicago, Illinois, USA, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference, and (c) that the state or federal courts of the Illinois and the United States respectively, sitting in Chicago, Illinois, USA, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. Any decision or award as a result of any such arbitration proceeding will be in writing and will provide an explanation for all conclusions of law and fact and will include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration will be conducted by an arbitrator experienced in engineered and manufactured products and will include a written record of the arbitration hearing. The parties reserve the right to object to any individual who will be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.
17. • Entire Agreement. These Terms, together with the Order and any related exhibits and schedules, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
    • Governing Law. These Terms are governed by and construed in accordance with, the laws of the State of Illinois, USA, without regard to the conflict of laws provisions thereof. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
    • No Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.
    • Force Majeure. If Seller fails to deliver Products or is delayed in making shipments as a result of fire, explosion, flood, earthquake, war, riots, insurrection, civil disturbance, accident, storm, interruption or delay in transportation, shortage, strike or other labor dispute, pandemic or other global health crisis, inability to obtain materials and supplies, acts of government, any act of God, or any other causes of like or different character beyond Seller’s control, Seller will not be liable for this failure, provided that Seller promptly notifies Buyer in writing of its inability to perform and attempts to resume performance in good faith.
    • Conflict with Applicable Law, Severability. No term or condition herein will be effective or binding to the extent that it may be illegal or require an illegal action. If any part of these Terms is illegal, invalid or unenforceable, the rest of these Terms will remain in effect.
    • Neither these Terms nor the Order may be modified except by a written instrument signed by an authorized representative of each party.
    • Buyer may not assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without Seller’s prior written consent in each case (not to be unreasonably withheld). Notwithstanding the foregoing any assignment in violation of this Section is void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
    • Notices. Whenever any notice or other communication is given by one party to the other (“Notice”), such Notice will be in writing to the address provided by such party for receiving Notices as set forth in the Order. Notices may be delivered by email (except for notices of breach or termination of these Terms), registered mail, return receipt requested, express delivery service, courier, fax or delivered in person at the address set forth on the signature page of these Terms. Notices properly given in accordance with this Section 17.8 will be effective on the date actually received.
    • E-Sign and Electronic Documents. The parties agree that execution by DocuSign (or other e-signature technology that provides comparable identity verification and security protocols) will be deemed the same as an original “wet ink” signature for all purposes, for effectiveness of these Terms. If applicable law requires original “wet ink” signature in any instance, the parties agree to cooperate to provide such further assurance to supplement any prior e-signature execution. Buyer agrees to receive electronically all communications, agreements, documents, notices and disclosures (“Communications”) that Seller provides in connection with these Terms or the Products.
    • Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.  Each party will be solely responsible for the payment of all compensation owed to its employees, as well as all employment related Taxes.

 

Last updated 1/2025.