The company listed on the face of the Order or Service Order (the “Buyer”) will buy only the goods and quantities specified therein, if any, or as Buyer releases for shipment on specific shipping dates as set forth in Buyer’s releases or purchase order. Acceptance of the Order or Service Order shall be expressly limited to the terms and conditions contained herein, and the Order or Service Order shall be deemed accepted upon written acknowledgement as specified on the face of the Order or the commencement of performance by Seller. Buyer rejects any additional or inconsistent terms and conditions offered by Seller, including any terms or conditions attached to, included in, or accompanying Seller’s invoice, at any time and irrespective of Buyer’s acceptance of or payment for Seller’s items or services. Any provisions printed or otherwise contained in any Seller acknowledgement of the Order, whether consistent with, different, or in addition to the terms and conditions stated herein, and any alteration of the Order, shall have no force or effect. Time is of the essence as to Seller’s performance of services or delivery of goods hereunder.
Seller will ship all goods both in quantities and at the times specified for delivery to and arrival on the applicable due date at the location designated on the face hereof or in Buyer’s written instructions. Seller shall perform all services within the time frame as specified by Buyer within any Service Order. Buyer will have no liability with respect to any goods for which no shipping release or schedule has been given. Buyer may change both the quantities of, and delivery times for, goods previously scheduled for delivery hereunder, including temporary suspensions and postponements, by written notice to Seller at any time prior to shipment. If Seller fails or is unable to deliver any goods at the time herein specified, then unless such failure is specified in paragraph 20, Buyer will direct Seller to deliver such goods by the most expeditious method of transport, including air freight, and Seller will pay or reimburse to Buyer the full cost of such expeditious method of transport.
For the production of the goods herein identified, Seller shall be in compliance with the quality standards required by Buyer.
Buyer will have the right to inspect and test all goods delivered to the designated plant or other location under any Order. Buyer may accept and retain, reject and/or revoke acceptance of any or all goods, as Buyer elects, which are delivered at the designated location (1) in a quantity which is either less or more than the authorized quantity, (2) either before or after the authorized time, or (3) in a condition or manner that fails to conform to any requirement of the Order. Buyer will provide a signed certificate of analysis with the delivery or prior to delivery as specified on the Order or in writing from the Buyer and in accordance with the specification for the goods. Seller will pay to Buyer all handling, sorting, packing, transportation and other expenses which Buyer incurs in connection with any goods returned pursuant to this paragraph 4 and, if Buyer elects to retain any goods not conforming to any requirement of the Order, the cost of correcting the non-conforming condition. For purposes of this paragraph 4, transportation costs in connection with goods returned to Seller will include the cost to transport to both the designated location and back to Seller’s plant. Buyer, by failing to inspect the goods, shall not be deemed to have accepted defective goods or goods which do not conform to the applicable drawings, specifications, samples, or other descriptions given in all respects; nor shall Buyer, by failing to inspect the goods, be deemed to have waived any rights or remedies arising by virtue of such defects or nonconformance.