Warranty
15.13
TERMSANDCONDITIONSOFSALE
anticipated prots, business interruption, loss of use of revenue, cost
of capital or loss of or damage to property or equipment, or loss of
reputation. Further, Buyer shall indemnify and hold Ridge harmless from
any liability to Buyer, Buyer’s employees, workers, contractors or any
other persons arising out of Buyer’s, or any other persons’ use of the
Goods. All instructions and warnings supplied by Ridge will be passed
on to those persons who use the Goods. Ridge’s Goods are to be used
in their recommended applications and all warning labels adhered to
the Goods by Ridge shall be left intact.
6. EXCUSE OF PERFORMANCE (FORCE MAJEURE): Ridge shall not
be liable for delays in performance or for non-performance due to acts
of God; acts of Buyer; war; re; ood; weather; sabotage; strikes, labor
disputes, civil disturbances or riots; governmental requests, restrictions,
allocations, laws, regulations, orders or actions; unavailability of
or delays in transportation; default of suppliers; or unforeseen
circumstances or events beyond Ridge’s reasonable control. Deliveries
or other performance may be suspended for an appropriate period of
time or cancelled by Ridge upon notice to Buyer in the event of any of
the foregoing, but the balance of this agreement shall otherwise remain
unaffected.
If Ridge determines that its ability to supply the total demand for
the Goods, or to obtain material used directly or indirectly in the
manufacture of the Goods, is hindered, limited or made impracticable
due to causes set forth herein, Ridge may allocate its available
supply of the Goods or such material (without obligation to acquire
other supplies of any such Goods or materials) among itself and its
purchasers on such basis as Ridge determines to be equitable without
liability for any failure of performance which may result therefrom.
7. CHANGES: Ridge reserves the right to change designs and
specications for standard Goods without prior notice to Buyer, but
not with respect to custom Goods being made for Buyer. Ridge shall
have no obligation to install or make such change in any Goods
manufactured prior to the date of such change.
8. ASSIGNMENT: Buyer shall not assign its rights or delegate its duties
hereunder or any interest herein without the prior written consent of
Ridge, and any such assignment, without such consent, shall be void.
9. INSTALLATION: Buyer shall be responsible for receiving, inspecting,
testing, storing, installing, starting up and maintaining all Goods.
10. INSPECTION/TESTING: Buyer, at its expense, agrees that it will
promptly inspect the Goods upon receipt thereof, and in no event later
than thirty (30) days from the date of receipt of the Goods. Buyer shall
deliver to Ridge within fteen (15) days of inspection, but in no event
later than forty-ve (45) days from the date of receipt of the Goods,
written notice of any and all deciencies, defects, variations from
specications or complaints of any kind with respect to the quantity,
quality, condition, shipment, performance, price or appearance of
the Goods so received by Buyer. In the event no such written notice
is received by Ridge, Buyer shall be deemed conclusively to have
inspected and accepted all such Goods unconditionally and to have
waived any and all rights and claims, including without limitation any
right to reject the Goods or to claim damages in respect thereof. Buyer
may not return Goods without rst advising Ridge of the reasons
therefore, obtaining from Ridge a material authorization number and
observing such instructions as Ridge may give in authorizing such
return.
11. SERVICES: If this agreement requires Ridge to perform or provide
any ser
vices,
Ridge
(incl
uding
without
lim
itation
its succes
sors,
assigns
,
agents or any person or entity acting at Ridge’s direction) shall not
be responsible for any damages, claims, liabilities or expenses of any
nature arising out of such services.
12. U.S. EXPORT CONTROL LAWS: All Goods sold to Buyer by Ridge
hereunder are subject to U.S. Export Control Laws. Buyer hereby agrees
not to re-sell or divert any goods contrary to such laws.
13. SELLER/CONTRACTOR: shall comply with all applicable federal,
state or local laws, rules, regulations, or orders. Seller/Contractor shall
comply with Executive Order 11246, as amended by the Executive
Order 11375, and the applicable provisions of the Ofce of Federal
Contract Compliance Programs (OFCCP), 41 CFR Part 60, which are
incorporated herein by this reference.
14. MISCELLANEOUS: These terms and conditions supersede all other
communications, negotiations and prior oral or written statements
regarding the subject matter hereof. No change, modication,
rescission, discharge, abandonment, or waiver of these terms and
conditions shall be binding upon Ridge unless made in writing and
signed on its behalf by its duly authorized representative. No conditions,
usage or trade, course of dealing or performance, understanding or
agreement purporting to modify, vary, explain, or supplement these
terms and conditions shall be binding unless hereafter made in writing
and signed by Seller. No modication shall be effected by Ridge’s
receipt or acceptance of Buyer’s purchase orders, shipping instruction
forms, or other documentation containing terms at variance with or in
addition to those set forth herein, all of which are objected to by Ridge.
No waiver by Ridge with respect to any breach or default of any right
or remedy and no course of dealing, shall be deemed to constitute
a continuing waiver of any other breach or default of any other right
or remedy, unless such waiver be expressed in writing and signed
by Ridge. All typographical or clerical errors made by Ridge in any
quotation, acknowledgment or publication are subject to correction.
The validity, performance, and all other matters relating to the
interpretation and effect of this agreement shall be governed by the
laws of the state of Ohio without regard to its conict of law principles.
Buyer and Ridge agree that the proper venue for all actions arising
in connection herewith shall be only in Ohio and the parties agree to
submit to such jurisdiction. No action, regardless of form, arising out
of transactions relating to this contract, may be brought by either party
more than two (2) years after the cause of action has accrued. Further,
the United Nations Convention on the International Sale of Goods
(1980) (as amended from time to time) shall not apply to this Purchase
Order or any transactions relating thereto.