Terms of Sale Terms of Purchase

TERMS AND CONDITIONS OF SALE


1. Parties

“Prinstant” means Prinstant, LLC, a Michigan limited liability company. “Customer” means the individual or entity purchasing Goods and Services from Prinstant.

2. Application.

These Terms and Conditions of Sale define the relationship of Customer and Prinstant and apply to all purchases by Customer of custom and branded products (collectively, the “Goods”) and any manufacturing and fulfillment services required for, or performed in connection with, the Goods (collectively, the “Services”). Customer acknowledges and agrees that these Terms and Conditions of Sale are incorporated in, and are a part of, each quotation, purchase order, proposal, service order, invoice, release, requisition, work order, shipping instruction, specification and any other document, whether expressed verbally, in written form or electronic commerce, relating to the Goods and Services to be provided by Prinstant (such documents are collectively referred to herein as the “Agreement”). Any execution by Prinstant of any other document submitted by Customer in connection with the purchase of Goods and Services does not constitute acceptance of or agreement to any terms and conditions in addition to or different from those contained in the Agreement, but will constitute only acknowledgment of receipt of such document. In addition, notwithstanding any terms contained in any documents submitted by Customer in connection with the purchase of Goods and Services described under the Agreement, the acceptance of delivery by Customer of the Goods and Services described in the Agreement will constitute a course of conduct constituting Customer’s agreement to the terms and conditions of the Agreement, to the exclusion of any additional or different terms and conditions.

3. Quotation Expiration

Written quotations are valid for a period of thirty (30) days unless otherwise noted by Prinstant. Prinstant shall have the right to withdraw or modify any quote which has not been accepted by Customer within such thirty (30) day time period.

4. Pricing; Taxes

. Prices for Goods and Services shown in any Prinstant publication including, without limitation, on Prinstant’s website, are subject to change without notice. Prices quoted do not include (and Customer will pay) all taxes or fees of any kind which may be levied or imposed on either party by federal, state, municipal, or other governmental authorities in connection with the sale or delivery of the Goods and Services.

5. Terms of Payment

Unless otherwise specifically agreed to in writing by Prinstant, all invoiced amounts shall be due and payable to Prinstant, without set off or other deductions or charges, at the time of Customer’s order.

6. Order Acceptance and Cancellation; Return and Refund Policy

  1. After having received Customer’s order, Prinstant will send confirmation via email, API or other method with order information. Acceptance of Customer’s order and the formation of the Agreement between Prinstant and Customer will not take place unless and until such order confirmation is received by Customer.
  2. Because the Goods are custom-made to Customer’s design, Prinstant does not accept returns, and, except as set forth in Section 9 below, no refunds are available for orders accepted by Prinstant.

7. Suspension of Performance

Prinstant reserves the right to withhold, suspend or stop its provision of any of the Services or delivery of the Goods should (i) Customer breach the Agreement, or (ii) any doubt arises as to Customer’s credit or financial responsibility.

8. Shipments; Delivery; Title and Risk of Loss

  1. Prinstant will arrange for shipment of the Goods to Customer. Customer shall pay all shipping and handling charges specified during the ordering process.
  2. Any dates of performance or delivery scheduled by Prinstant are approximations, and the sole obligation of Prinstant with respect to any such scheduled dates will be to use commercially reasonable efforts to perform the Services and deliver the Goods, consistent with the reasonable demands of its business.
  3. Title and risk of loss to the Goods transfer to Customer upon Prinstant’s transfer of the Goods to its designated carrier (FOB Carrier).

9. Inspection and Acceptance

Customer shall have one business day from the date of delivery of the Goods to inspect the Goods, and, in the event of any non-conformity, Customer must provide written notice thereof to Prinstant along with a description of the non-conformity. Failure by Customer to provide such notice within the time period prescribed constitutes unqualified acceptance of the Goods. In the event of any non-conformity, Prinstant may request that Customer send the Goods back to Prinstant, at Prinstant’s direction, for further inspection. To the extent Prinstant determines that the Goods (or underlying Services) are non-conforming, Prinstant shall, in its sole discretion, either (i) replace such non-conforming Goods; or (ii) refund the purchase price of such non-conforming Goods.

10. Changes

Prinstant reserves the right from time to time to correct any typographical or clerical errors, including errors in mathematical computation, which may exist on the Agreement. Customer may request changes or additions to the Goods and Services prior to the commencement of performance by Prinstant. In the event such changes or additions are accepted by Prinstant, Prinstant may revise the price and estimated delivery dates.

11. Limited Warranty; Disclaimer of Warranties

  1. Subject to the limitations set forth in Section 12 below, Prinstant warrants that it will perform the Services as described in the Agreement and will exercise all reasonable skill, care and diligence in performances of the Services in accordance with industry standards. To the extent assignable, Prinstant assigns to Customer any warranties that are made by manufacturers and suppliers of the Goods.
  2. EXCEPT AS SPECIFIED ABOVE, GOODS FURNISHED HEREUNDER ARE FURNISHED AS-IS, WHERE-IS, WITH NO WARRANTY WHATSOEVER. THE WARRANTIES SET FORTH IN THIS SECTION 11 ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY PRINSTANT WITH RESPECT TO THE GOODS AND SERVICES AND ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO PRINSTANT.
  3. The above warranties do not extend to any losses or damages to the Goods due to misuse, accident, abuse, neglect, normal wear and tear, negligence (other than Prinstant’s), handling, maintenance, modification or alteration to the Goods by any party other than Prinstant, or any other cause not the fault of Prinstant.

12. Limitation of Liability.

  1. THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY HEREUNDER SHALL BE LIMITED TO, AT PRINSTANT’S SOLE OPTION, EITHER CORRECT PERFORMANCE FOR THAT PORTION OF THE GOODS FOUND BY PRINSTANT TO BE NON-COMFORMING OR REFUND OF THE PRICE PAID FOR THE NON-CONFORMING GOODS.
  2. THE REMEDIES OF CUSTOMER SET FORTH IN THE AGREEMENT ARE EXCLUSIVE. IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL PRINSTANT’S LIABILITY TO CUSTOMER EXCEED THE PRICE PAID BY CUSTOMER FOR THE SPECIFIC GOODS AND SERVICES PROVIDED BY PRINSTANT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. IN NO EVENT SHALL PRINSTANT BE RESPONSIBLE OR LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSSES OR DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF CONTRACTS, LOSS OF PROFITS, OR LOSS OF PRODUCTION, WHETHER SUCH LIABILITY IS BASED OR CLAIMED TO BE BASED UPON ANY NEGLIGENCE OR ANY OTHER ACT OR OMISSION ON THE PART OF PRINSTANT IN CONNECTION WITH THE PERFORMANCE OF THE AGREEMENT.

13. Intellectual Property

  1. For purposes of this Section 13, the term “Customer Intellectual Property” means any copyrights, text, names, trademarks (whether registered or common law trademarks), trade names, logos, images, artwork, designs, and symbols provided to Prinstant by Customer in connection with Customer’s purchase of Goods and Services.
  2. Customer hereby grant to Prinstant a limited, non-exclusive, revocable, worldwide license to copy, make, use, and sell the Customer Intellectual Property on Goods Prinstant sells to Customer and persons designated by Customer. Further, Customer hereby grant to Prinstant a limited, non-exclusive, irrevocable, perpetual, worldwide license to copy, make, and use the Customer Intellectual Property for Prinstant’s marketing and internal business use purposes.
  3. Customer represents and warrants to Prinstant that (i) Customer has the necessary rights and permissions to (x) grant Prinstant the licenses contained in this Section 13, and (y) use and exploit any Customer Intellectual Property submitted to Prinstant in connection with Customer’s purchase of Goods and Services, and (ii) such use and exploitation does not and will not violate the intellectual property rights (including, but not limited to, trademark, copyright, trade dress, patent, or design patent rights) of any other person or entity.
  4. Prinstant reserves the right to refuse any Customer Intellectual Property (and to reject any underlying Customer order even if following acceptance thereof by Prinstant) for any reason, including, without limitation, to the extent that Prinstant deems such Customer Intellectual Property to be unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, racially, ethnically, socially, politically, legally, morally, religiously objectionable or otherwise objectionable, or invasive of another’s rights including, but not limited to, rights of celebrity, privacy and intellectual property.

14. Indemnification

Customer agrees to defend, indemnify, and hold harmless Prinstant and its affiliates, and its and their respective officers, directors, managers, members, shareholders, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees, including reasonable attorneys’ fees, arising out of or relating to a claim that the Customer Intellectual Property infringes the intellectual property or other proprietary rights of any person or entity.

15. Entire Agreement; Modifications and Waiver

Neither party has rights, warranties, or conditions expressed or implied, statutory or otherwise, other than those contained in the Agreement. The Agreement contains the entire agreement between Prinstant and Customer, which Agreement may only be modified or rescinded by a writing signed by both parties. No waiver of any provision of the Agreement will be binding unless in writing signed by an authorized representative of the party against whom the waiver is asserted, and unless expressly made generally applicable, will apply only to the specific case for which the waiver is given. Failure of either party to insist upon strict performance of the Agreement will not be construed as a waiver of any term or condition of the Agreement.

16. Subcontractors

Prinstant may engage subcontractors as Prinstant, in its reasonable discretion, considers necessary to perform the Services and/or provide the Goods.

17. Force Majeure

Prinstant will have no liability to Customer or any other person for delays in performance of the Services or delivery of the Goods due to strikes or labor disputes of any type, accidents, fires, floods, acts of God, pandemics or epidemics, actions by governmental authorities, acts, omissions, or delays of Customer or any other third party, shortages of labor, telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials, or without limitation of the above, for any causes reasonably beyond the control of Prinstant.

18. Assignment

Customer shall not assign its rights or delegate its duties hereunder or any interest herein without the prior written consent of Prinstant, and any such assignment or delegation without such consent shall be void.

19. Non-Disparagement

Customer shall not, directly or indirectly, make or authorize the making of any statement that disparages or creates any material negative inference with respect to Prinstant and/or its officers, managers, directors, employees, shareholders, members, affiliates, or related companies, by words, actions or other communications (electronic or otherwise).

20. Governing Law; Venue

The Agreement will be governed by and construed in accordance with the laws of the State of Michigan, without regard to any conflict of laws or choice of law provisions. The parties hereby agree that any legal or equitable action or proceeding with respect to the Agreement shall be brought only in any court sitting in Oakland County of the State of Michigan, or the United States District Court for the Eastern District of Michigan, and each party hereby submits to and accepts generally and unconditionally the jurisdiction of those courts with respect to such party and such party’s property and irrevocably consents to the service of process in connection with any such action or proceeding by personal delivery or by the mailing thereof by registered or certified mail, postage prepaid, to the party’s last known address. No action, regardless of form, arising out of the transactions relating to the Agreement, may be brought by Customer more than one (1) year after the cause of action has accrued. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.

21. Waiver of Jury Trial

EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE AGREEMENT OR THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THIS PROVISION WILL NOT BE SUBJECT TO ANY EXCEPTIONS.

22. Survival

The respective representations and covenants of the parties, together with any obligations of indemnification, confidentiality and limitations on liability will survive the expiration, termination or rescission of the Agreement and continue in full force and effect.

23. Independent Contractors

The parties to the Agreement are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by the Agreement. Neither party shall have the power to obligate or bind the other party.

24. Severability

If any provision of the Agreement is determined by any court of competent jurisdiction to be invalid or unenforceable, such provision shall be interpreted to the maximum extent to which it is valid and enforceable, all as determined by such court in such action, and the remaining provisions of the Agreement shall, nevertheless, continue in full force and effect without being impaired or invalidated in any way.

25. Change to the Agreement

Prinstant may, from time to time and in its sole discretion, modify these Terms and Conditions as well as any other terms and conditions of the Agreement. All modifications shall be effective upon their publication on Prinstant’s website. It is Customer’s responsibility to review Prinstant’s online services for such modifications on a frequent basis. If Customer orders further Goods and Services following any such modification, such use will be deemed acceptance of such modification by Customer. Any modifications requested by Customer to any of the terms of the Agreement must be approved in writing by Prinstant.

TERMS AND CONDITIONS OF PURCHASE


1. Parties

“Buyer” means Prinstant, LLC, a Michigan limited liability company. “Seller” means the party selling Goods (defined below) to Buyer as identified on the Purchase Order (defined below).

2. Application

Seller acknowledges and agrees that these Terms and Conditions of Purchase are incorporated in, and are a part of, each purchase order, release, requisition, work order, shipping instruction, specification and other document, whether expressed in written form, by electronic data interchange or other tangible format, relating to the Goods to be provided by Seller to Buyer (such documents are collectively referred to as the “Purchase Order”), and that Buyer’s acceptance of Seller’s offer to purchase Goods is made conditional upon the incorporation of these Terms and Conditions of Purchase into the Purchase Order. Seller’s shipment of goods, products or other materials hereunder (collectively, “Goods”) shall be determined an effective mode of acceptance of all Purchase Orders of Buyer. In no event shall any of the terms and conditions contained in Seller’s acceptance, whether by acknowledgement or otherwise, become a part of the Purchase Order or become binding upon Buyer. Seller’s terms and conditions, to the extent they vary from any of the terms and conditions of the Purchase Order (including these Terms and Conditions of Purchase) are hereby objected to and rejected. Such proposals shall not operate as a rejection of the Purchase Order unless such variances are in the terms of the description, quantity, price or delivery schedule of the Goods.

3. Price; Payment

Unless the face of the Purchase Order contains a special notation by Buyer to the contrary, all prices are: (a) firm and not subject to increase or additional charges during the period of the Purchase Order; and (b) in U.S. dollars and F.O.B. Buyer’s facility (with risk of loss and title passing to Buyer at that location). If, during the term of the Purchase Order, Seller’s net price is reduced below those stipulated, Seller agrees to provide to Buyer the benefit of such reduction, and will notify Buyer on all such changes in price. All invoices must reference the applicable Purchase Order number and must be submitted in duplicate. Buyer reserves the right to return all incorrect invoices. Unless otherwise set forth on the face of the Purchase Order, Buyer shall pay all correct invoices within sixty (60) days of the date acceptable invoices are received.

4. Taxes

Seller’s prices shall be inclusive of all federal, state and local sales, use, and excise taxes levied upon, or measured by, the sale, the sale price, or use of the Goods. Seller shall list separately on Seller’s invoice any such tax lawfully applicable to any such Goods, and payable by Buyer, with respect to which Buyer does not furnish to Seller lawful evidence of an exemption.

5. Delivery

Time is of the essence of the Purchase Order. Delivery shall not be deemed complete until the Goods have been actually received and accepted by Buyer, notwithstanding any agreement to pay freight or other related charges. Seller will promptly notify Buyer in writing if Seller anticipates difficulty in complying with a required delivery date and will use all commercially reasonable efforts to meet the required delivery date. Buyer may, at its discretion, deem Goods delivered outside of the delivery schedule to be nonconforming and may (i) return such Goods to Seller, at Seller’s expense and risk, for full credit; (ii) agree to a revised delivery schedule; or (iii) cancel the Purchase Order or remainder thereof without liability, purchase the Goods elsewhere, and charge Seller with any loss or expense incurred by Buyer resulting from Seller’s failure to meet the delivery schedule. Acceptance by Buyer of a later delivery of either the whole or part of the Purchase Order shall not constitute a waiver of Buyer’s claim for any damages which the late delivery may have caused.

6. Shipping; Risk of Loss

Shipping instructions furnished by Buyer shall be strictly complied with and shall be considered a part of the Purchase Order. Seller shall suitably pack, mark and ship the Goods in accordance with such instructions and the requirements of the carrier transporting the Goods, and shall assure delivery free of damage and deterioration. Risk of loss or damage shall remain with Seller until the Goods are physically received by and are in Buyer’s physical possession, unless otherwise agreed to in a signed writing executed by a duly authorized representative of Buyer.

7. Inspection; Rejections

Goods purchased hereunder are subject to Buyer’s inspection and final acceptance within a reasonable time after delivery, which in no event shall be less than ten (10) days. Payment of the full purchase price for such Goods shall not constitute acceptance. If Buyer determines that any Goods provided under the Purchase Order are defective or fail to conform to the requirements of the Purchase Order (including Seller’s warranties and covenants under these Terms and Conditions of Purchase), Buyer may reject or revoke acceptance of such Goods and exercise all remedies available to it, including, without limitation, the remedies set forth in Section 8 below.

8. Warranty

Seller warrants to Buyer that (i) Seller has clear title to the Goods, free and clear of all liens and encumbrances; (ii) there are no claims of third parties of any nature whatsoever arising out of or related to the Goods; (iii) all Goods are new and in strict conformance with the specifications, drawings, samples, designs or other descriptions furnished to or by Buyer, and shall be merchantable, of good quality and workmanship, free from defects in material, design, and workmanship, and fit for Buyer’s particular purpose (or that of Buyer’s customer); and (iv) the sale or use of the Gods shall not infringe or contribute to the infringement of any patents, trademarks, copyrights, or other proprietary rights of any third party. If any of the Goods are found to be defective or otherwise not in conformity with the warranties set forth in this Section 8, then, Buyer, in addition to any other rights and remedies it may have, at law or in equity, and in addition to seeking recovery of any and all damages and costs emanating therefrom, at its option and sole discretion and at Seller’s expense, may: (a) require Seller to inspect, remove, ship and repair or replace nonconforming Goods with Goods that conform to all requirements of the Purchase Order; (b) take such actions as may be required to cure all defects and bring the nonconforming Goods into conformity with all requirements of the Purchase Order, in which event all related costs and expenses (including, without limitation, material, labor and handling costs) and other reasonable charges shall be for Seller’s account; or (c) reject and return all or any portion of such nonconforming Goods for a full refund from Seller. If applicable, Seller will make available to Buyer (by assignment or otherwise) all manufacturers’ warranties provided with respect to the Goods. The above warranties extend to Buyer and to all customers and users of Buyer’s products. Further, such warranties shall survive any inspection, acceptance, and payment by Buyer and shall be in addition to any other warranties of Seller, whether express, statutory or implied.

9. Disclosures

Unless otherwise agreed to in writing by Buyer, any information disclosed to Seller in connection with the Purchase Order shall be deemed confidential and/or proprietary information of Buyer, and Seller shall not disclose any such information to any other person, or use such information for any purpose other than its performance under the Purchase Order. Seller shall not advertise or publish the fact that Buyer has contracted to purchase Goods from Seller, nor shall any information relating to the Purchase Order be disclosed without Buyer’s prior written permission. Unless otherwise agreed to in writing, in no event shall any commercial, financial or technical information disclosed in any manner or at any time by Seller to Buyer be deemed secret or confidential and Seller shall have no rights against Buyer with respect thereto.

10. Changes

Buyer may, at any time, make changes in the Purchase Order, including changes in the quantity, delivery time or place, shipping or packing method, or any drawings, specifications or designs. If such a change causes a material increase or decrease in the cost of, or the time required for, performance of the Purchase Order, Seller shall promptly notify Buyer in writing. Any claim by Seller for an adjustment in time for performance or price must be asserted in writing within ten (10) days from date of notification of a change. Seller will not make any change in the design, processing, packing, marking, shipping or date or place of delivery of the Goods supplied under the Purchase Order unless done pursuant to Buyer’s instructions or with Buyer’s written approval.

11. Termination of Purchase Order

Buyer may terminate all or any part of its purchases under the Purchase Order, without liability to Seller, if Seller: (a) fails to deliver Goods within the time and in the quantities and quality required by Buyer or to give adequate assurances requested by Buyer; (b) breaches these Terms and Conditions of Purchase (including Seller’s warranties and covenants); (c) fails to make progress so as to endanger timely and proper performance of the Purchase Order, and such failure is not cured within ten (10) days (or any shorter period which is commercially reasonable under the circumstances) after notice from Buyer; or (d) ceases to conduct its operations in the normal course of business, including its inability to meet its obligations as they mature, or if any proceeding under bankruptcy or insolvency laws is brought by or against Seller or a receiver for Seller is appointed or applied for, or an assignment for the benefit of creditors is made by Seller. In addition to obtaining a refund or credit and any other remedies provided herein or available at law or in equity, Buyer may, upon such termination, repurchase substitute goods elsewhere, on such terms as Buyer deems appropriate, and charge Seller with any excess costs and losses incurred by Buyer, including consequential and incidental damages.

12. Compliance with Laws

Seller represents, warrants, certifies and covenants that it will comply with all laws applicable to the Goods, including, without limitation, those relating to packaging and labeling requirements.

13. Force Majeure

Buyer may delay delivery or acceptance of the Goods occasioned by causes beyond its control. In such event, Seller shall hold all relevant Goods at the direction of Buyer and shall deliver such Goods when the cause affecting the delay has been removed. Causes beyond Buyer’s control shall include, but not be limited to, acts of God, government action or failure of the government to act where such action is required, strike or other labor trouble, fire, or unusually severe weather.

14. Indemnity

Seller shall defend, indemnify and hold harmless Buyer, its affiliates and their respective directors, managers, officers, members, shareholders, employees, customers, agents, contractors, successors and assigns from and against any and all suits, actions, or proceedings, at law or in equity, and from any and all claims, demands, losses, judgments, fines, penalties, damages, costs, expenses, or liabilities (including attorneys’ fees and other legal expenses) arising from or relating to: (a) any breach by Seller of its warranties, covenants or obligations under the Purchase Order (including these Terms and Conditions of Purchase); (b) any injury (including death), property damage, or economic loss arising out of or related to (i) defective or nonconforming Goods supplied by Seller under the Purchase Order, or (ii) the acts or omissions of Seller or its employees or subcontractors in providing Goods to Buyer, unless resulting from the sole negligence of Buyer; and (c) any infringement or contributory infringement of a patent, trademark, copyright, or other proprietary interest of any third party by reason of the manufacture, delivery, license, use, or sale of the Goods supplied under the Purchase Order, regardless of whether clauses (a) through (c) arise in tort (including negligence), contract, warranty, strict liability, or otherwise.

15. Infringement

For any alleged or actual Infringement, Seller shall, at Seller’s expense, obtain for Buyer a perpetual, royalty-free license with respect to the affected Goods, or shall replace or modify the Goods in a manner satisfactory to Buyer, so as to avoid any such infringement without any degradation in the form, fit or function of the Goods. Seller’s obligation shall apply even if Buyer furnishes a portion of the design or specifications of the Goods.

16. Limitation of Liability

IN NO EVENT SHALL BUYER BE LIABLE TO SELLER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE PURCHASE ORDER, WHETHER OR NOT BUYER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, IN NO EVENT SHALL BUYER’S LIABILITY HEREUNDER EXCEED THE PURCHASE PRICE SET FORTH ON THE PURCHASE ORDER.

17. Assignments and Subcontracting

No part of the Purchase Order may be assigned or subcontracted by Seller without the prior written approval of Buyer.

18. Setoff

All claims for money due or to become due from Buyer shall be subject to deduction or set-off by Buyer against any amounts due to Seller arising out of this or any other transaction with Seller.

19. Governing Law; Venue

The Purchase Order will be governed by and construed in accordance with the laws of the State of Michigan, without regard to any conflict of laws or choice of law provisions. The parties hereby agree that any legal or equitable action or proceeding with respect to the Purchase Order shall be brought only in the state or federal courts of the State of Michigan, and each party hereby submits to and accepts generally and unconditionally the jurisdiction of those courts with respect to such party and such party’s property and irrevocably consents to the service of process in connection with any such action or proceeding by personal delivery or by the mailing thereof by registered or certified mail, postage prepaid, to the party’s last known address. No action, regardless of form, arising out of the transactions relating to the Agreement, may be brought by Seller more than one (1) year after the cause of action has accrued. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to the Purchase Order.

20. Waiver of Jury Trial

EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE PURCHASE ORDER OR THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE PURCHASE ORDER, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THIS PROVISION WILL NOT BE SUBJECT TO ANY EXCEPTIONS.

21. Survival

The respective representations and covenants of the parties, together with any obligations of indemnification, confidentiality and limitations on liability will survive the expiration, termination or rescission of the Purchase Order and continue in full force and effect.

22. Severability

If any provision of the Purchase Order is or becomes invalid or unenforceable, that provision (to the extent invalid or unenforceable) shall be deemed amended or reformed to the extent required to render it valid and enforceable, and the remainder of the Purchase Order shall be unaffected and shall continue in effect.

23. Binding Effect

The Purchase Order shall inure to the benefit of, and be binding upon, the successors and assigns of Buyer and Seller without restriction.

24. Waiver; Remedies

No failure by Buyer to exercise any power given to it under the Purchase Order, or to insist upon strict compliance by Seller of any obligation under the Purchase Order, and no custom or practice at variance with the terms of the Purchase Order (including these Terms and Conditions of Purchase) will constitute a waiver of Buyer’s right to demand exact compliance with the terms of the Purchase Order (including these Terms and Conditions of Purchase). A waiver of any default under the Purchase Order or of any term or condition of the Purchase Order (including these Terms and Conditions of Purchase) shall not be deemed to be a continuing waiver or a waiver of any other default or any other term or condition, but shall apply solely to the instance to which such wavier is directed. The rights and remedies reserved to Buyer are cumulative and in addition to any other or further rights and remedies available at law or in equity.

25. Entire Agreement

The Purchase Order, including these Terms and Conditions of Purchase and any documents referred to on the face of the Purchase Order, constitute the entire agreement between the parties.