General Terms + Conditions
- Applicability. These terms and conditions of purchase (these “Terms“) are the only terms which govern the purchase of the goods (“Goods“) and services (“Services“) by any buyer of product identified on the reverse side of these Terms (“Buyer“) from the seller named on the reverse side of these Terms (“Seller“). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods and Services covered hereby (“Contract”), the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. The purchase order (the “Purchase Order“) and these Terms (collectively, this “Agreement“) along with any Contract comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of sale regardless whether or when Buyer has submitted its sales confirmation or such terms. This Agreement expressly limits Buyer’s acceptance to the terms of this Agreement. Fulfillment of this Purchase Order constitutes acceptance of these Terms.
- Delivery of Goods, Shipment Terms and Performance of Services. Seller shall deliver the Goods in the quantities and on the date(s) specified in the Purchase Order or as otherwise agreed in writing by the parties (the “Delivery Date“). Seller shall deliver all Goods to the address specified in the Purchase Order (the “Delivery Point“) during Buyer’s normal business hours or as otherwise instructed by Buyer. Any rejected Goods shall be returned to Seller at Buyer’s sole risk and expense. Unless otherwise provided on the purchase order, Delivery Point shall be FOB Seller’s Location. Title and risk of loss passes to Buyer upon delivery of the Goods at the Delivery Point.
- Inspection and Rejection of Nonconforming Goods. Buyer has the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective upon delivery to Buyer’s Location. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Seller, to: (a) accept the Goods at a reasonably reduced price or (b) reject the Goods and require replacement of the rejected Goods.
- Price. The price of the Goods and Services is the price stated in the Purchase Order (the “Price“). An increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Buyer but will be reflected on the Purchase Order.
- Payment Terms. Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only in accordance with these Terms. Buyer shall pay all properly invoiced amounts due to Seller within thirty (30) days after Buyer’s receipt of such invoice, except for any amounts disputed by Buyer in good faith. All payments hereunder must be in US dollars.
- Seller’s Obligations Regarding Services. Seller shall: (1) before the date on which the Services are to start, obtain, and at all times during the term of this Agreement, maintain, all necessary licenses and consents and comply with all relevant laws applicable to the provision of the Services; (2) maintain complete and accurate records relating to the provision of the Services under this Agreement; and, (3) ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on behalf of the Seller, are properly licensed, certified or accredited as required by applicable law and are suitably skilled, experienced and qualified.
- Change Orders. Buyer may at any time, by written instructions issued to Seller (each a “Change Order“), order changes to the Goods or Services. If Buyer accepts such cost proposal, Seller shall proceed with the changed services subject to the cost proposal and the terms and conditions of this Agreement.
- Warranties. Buyer limits any and all warranties to only those express warranties made by the Seller to Buyer that for a reasonable time period from the Delivery Date, all Goods will: (1) be free from any defects in workmanship, material and design; (2) conform to applicable specifications specified by Buyer in writing; (3) be free and clear of all liens, security interests or other encumbrances; and (4) not infringe or misappropriate any third party’s patent or other intellectual property rights.
- Indemnification and Limitation of Liability. Buyer shall defend, indemnify and hold harmless Seller and Seller’s parent company, their subsidiaries, affiliates, successors or assigns and their respective directors, officers, shareholders and employees (collectively, “Indemnitees“) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses“) arising out of or occurring in connection with the Goods and Services purchased from Seller. Notwithstanding anything contained herein to the contrary, Sellers total liability for any action arising out of the Product shall be limited to the Invoiced Amount of the Nonconforming Goods and/or Services.
- Insurance. During the term of this Agreement, Buyer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) written on an occurrence Basis, in a sum no less than $1,000,000 per occurrence with financially sound and reputable insurers. Upon Seller’s request, Buyer shall provide Seller with a certificate of insurance from Buyer’s insurer evidencing the insurance coverage specified in these Terms. The certificate of insurance shall name Seller as an additional insured. Seller shall provide Buyer with ten (10) days’ advance written notice in the event of a cancellation or material change in Seller’s insurance policy.
- Compliance with Law. Seller shall comply with all applicable laws, regulations and ordinances. Seller shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Seller. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance.
- Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to the Buyer, either before or after the acceptance of the Goods or the seller’s delivery of the Services, if Buyer has not performed or complied with any of these Terms, in whole or in part. If the Buyer becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then the Buyer may terminate this Agreement upon written notice to Buyer.
- Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
- Confidential Information. All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the purpose of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing.
- Force Majeure. Neither party shall be liable to the other for any delay or failure in performing its obligations under this Agreement to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party’s fault or negligence, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable.
- Assignment. Buyer shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Buyer of any of its obligations hereunder. Seller may at any time assign or transfer any or all of its rights or obligations under this Agreement without Buyer’s prior written consent to any affiliate or to any person acquiring all or substantially all of Seller’s assets.
- Governing Law, Jurisdiction. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Pennsylvania or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Commonwealth of Pennsylvania. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America located in the City of Harrisburg, Pennsylvania and County of Dauphin, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
- Miscellaneous. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice“) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement. These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.
Website Terms + Conditions
Any and all transactions, representations and information by and through Ox Industries, Inc. its subsidiaries and/or assigns are controlled sole and exclusively by the contractual terms – including, but not limited to, specific product performance – between the Parties thereto. For any and all disputes that arise out of this website, advertising and/or marketing material shall be construed under the Laws of the Commonwealth of Pennsylvania regardless of any Choice of Law determination or precedent. Venue shall only be proper and is exclusive to the U.S. District Court for the Middle District of Pennsylvania.