Terms and Conditions
National Biological Corporation, herein referred to as Buyer, hereby offers to purchase from the party named on the face hereof, herein referred to as Seller, the materials, work and/or services herein specified, subject to the following terms and conditions:
1. No variation in any of the terms, conditions, deliveries, prices, quality, quantity and specification of this order irrespective of the wording or Seller's acceptance, will be effective without Buyer's written consent. There is no agreement or understanding other than stated or referred to herein.
2. This order must not be filled at prices higher than those shown without Buyer's prior written approval.
3. Unless stated in writing to the contrary total deliveries against this order must not exceed the quantities ordered. No overruns will be accepted without prior written approval.
4. Seller expressly warrants that all goods and services covered hereby will conform to the drawings, samples and other descriptions furnished or approved by Buyer and will be merchantable, suitable for purposes intended and free from defects in materials, workmanship, design and title. In addition to any other remedies Buyer may have, none of which other remedies shall at any time be denied Buyer. Buyer may reject goods or services not conforming to the foregoing warranties, whether or not such goods or services shall have been previously accepted by Buyer or any prior payment has been made thereon. If such goods or services are rejected, Buyer shall in writing so notify Seller, and Buyer, at its option and at the expense and risk of Seller, may either return such rejected goods to Seller or hold them for any other person whatever, notwithstanding and assignment by Seller of this Purchase Order or of sums hereunder. Any payments made on such rejected goods or services shall be immediately refunded to Buyer.
5. Unless Seller's failure to make timely delivery of the goods or services covered within is excused in accordance with the provisions of paragraph 6 hereof. Seller's failure to make timely delivery, or Seller's breach of any of the other terms and conditions of this Purchase Order, shall constitute sufficient cause for Buyer, at its option, to terminate this Purchase Order whether in whole or part and to charge Seller for any damages or losses buyer may sustain as a result of Seller's default. Any failure by Buyer to exercise this option with respect to any installment shall not constitute a waiver with respect to subsequent installments. In the event Seller becomes insolvent or makes a transfer for the benefit of creditors or if bankruptcy or any other insolvency proceedings are instituted by or against Seller, Buyer shall have the right to immediately terminate this Purchase Order.
6. Seller, upon giving prompt written notice thereof to Buyer, shall not be liable for delay or failure to supply goods hereunder, nor shall Buyer be liable for failure to accept goods hereunder, if such delay or failure is due to causes beyond the reasonable control of Seller or Buyer, as the case may be, including, but not limited to, acts of God, force majeurem, fire, malicious mischief, accident, transportation tieup, riot, strike, slowdown or labor stoppage of any kind or act of Government, foreign or domestic. Any such delay or failure shall give Buyer the right, at its option, to cancel all or such portion of this Purchase Order as it may elect.
7. Buyer expressly reserves the right, in the event this order is placed pursuant to a prime contract with the Government or to a subcontract thereunder, to terminate the work under this order in whole or in part any time by written or telegraphic notice to the Seller stating extent and effective date of such termination, in which event the rights and obligation of the parties hereto shall be determined in accordance with the termination provisions applicable to such Government Contract.
8. By acceptance and in consideration hereof, the Seller warrants that the articles ordered herein, or the use thereof, do not infringe on any United States Patent, that Seller will defend any suit that may arise in respect thereto, that Seller will save the Buyer harmless from any loss which may be incurred by the assertion of any patent rights thereof.
9. Seller hereby agrees that if this order covers development work and any discoveries, inventions or patents result therefrom, the entire right, title and interest in and to such discoveries, inventions and patents shall belong to Buyer.
10. Seller agrees that it will keep confidential, and will not copy, the features of any equipment, tools, patterns, designs, drawings, engineering data or other technical or proprietary information furnished by Buyer. All such items shall remain Buyer's property under this order or under other orders from Buyer and not otherwise, unless Buyer's written consent is first obtained. Upon completion or termination of this order Seller shall return promptly all such items or make such other disposition thereof as buyer may direct.
11. Seller represents that the items called for herein will be produced, manufactured, and delivered in accordance with all applicable Federal and State statutes. Seller certifies that the items covered by each invoice will be produced, manufactured, and delivered in accordance with the Fair Labor Standards Act of 1938, as amended, the Equal Opportunity Clause, Sec. 202, Executive Order 11246, and all regulations and orders issued thereunder. Seller also certifies that all items delivered hereunder comply with the Federal Occupational Safety and Health Act of 1970 , and all regulations and orders issued thereunder.
12. The terms and conditions applicable to the transaction provided for herein shall be determined and construed in accordance with, and shall be governed by, the laws of the State of Ohio and Buyer and Seller agree to submit to the jurisdiction of the appropriate State or Federal Court within Ohio for purposes of resolving any dispute or claim arising in connection with said transaction.