|
Duperon Corporation Terms and Conditions
<br />or delay plus a reasonable profit. Additionally, all charges related to storage and/or resumption of work, at Duperon Corporation's
<br />plant or elsewhere, shall be added to Purchaser's sole account; and all risks incidental to storage shall be assumed by Purchaser.
<br />19. DUPERON CORPORATION CANCELLATION: Duperon Corporation shall have the right to cancel any order or proposal without
<br />notice to Purchaser in the event that Purchaser becomes insolvent, adjudicated bankrupt, petitions for or consents to any relief
<br />under any bankruptcy reorganization statute, or becomes unable to meet its financial obligations in the normal course of business.
<br />20. RETURN OF PRODUCTS: No products may be returned to Duperon Corporation without Duperon Corporation's prior written
<br />permission. Said permission may be withheld by Duperon Corporation at its sole discretion.
<br />21. EXTENDED STORAGE: Extended storage instructions will be part of the information provided at shipment. If equipment
<br />installation and start-up is delayed more than 30 days, the provisions of the storage instructions must be followed to keep
<br />WARRANTY in force.
<br />22. BACKCHARGES: Duperon Corporation will not approve or accept back charges for labor, materials, or other costs incurred by
<br />Purchaser or others in modification, adjustment, service, or repair of Duperon Corporation furnished materials unless such back
<br />charge has been authorized in advance in writing by a Duperon Corporation employee, by a Duperon Corporation purchase order,
<br />or work requisition signed by Duperon Corporation
<br />23. INDEMNIFICATION AND HOLD HARMLESS: Duperon Corporation and Purchaser agree to hold harmless the other party from
<br />any and all liabilities, damages, losses, claims, demands, payments, actions, fees, or judgments arising out of or resulting from
<br />injury to or death of any and all persons or from damage to or loss of property (or loss of use thereof) arising out of the sale, use,
<br />maintenance, and/or delivery of equipment provided such liabilities, damages, losses, claims, demands, payments, actions, fees, or
<br />judgments are caused by actual, or claimed, negligence or breach of warranty and do not arise from any warranty not approved or
<br />from any sales for a purpose not authorized. Purchaser agrees to indemnify Duperon Corporation from all costs incurred, including
<br />but not limited to court costs and reasonable attorney fees, from enforcing any provisions of this contract, including but not limited to
<br />breach of contract or costs incurred in collecting monies owed on this contract.
<br />24. FORCE MAJURE: Neither party shall be considered in default hereunder or be liable for any failure to perform or delay in
<br />performing any provisions of this Agreement in the customary manner to the extent that such failure or delay shall be caused by any
<br />reason beyond its control, including an act of God; fire, explosions, hostilities or war (declared or undeclared, striking or work
<br />stoppage involving either party's employees or governmental restrictions, provided that the party declaring force majeure shall give
<br />notice to the other party promptly and in writing of the commencement of the condition, the nature, and the termination of the force
<br />majeure condition. The party whose performance has been interrupted by such circumstances shall use every reasonable means to
<br />resume full performance of these Terms as promptly as possible.
<br />25. ASSIGNMENT: No assignment of any right or obligation under this Contract shall be made by either party without the prior
<br />consent of both parties. Any attempted assignment without such is void.
<br />26. ENTIRE AGREEMENT: This proposal expresses the entire agreement between the parties hereto superseding any prior
<br />understandings, either written or oral, and is not subject to modification except by a writing signed by an authorized officer of each
<br />party.
<br />27. ARBITRATION: Any controversy or claim arising out of or relating to the performance of any contract resulting from this proposal
<br />or contract issued, or the breach thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American
<br />Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered to any court having jurisdiction.
<br />28. MISCELLANEOUS: Titles and/or headings in these Terms are inserted for convenience only and are not intended to effect the
<br />interpretation or construction of the Terms. Whenever possible, each provision of this Contract shall be interpreted in such a way as
<br />to be effective and valid under applicable law. If any provision is prohibited by or invalid under applicable law, it will be ineffective
<br />only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of
<br />the Terms. The parties agree that time is of the essence. Production and delivery dates may change upon any delay caused by
<br />Purchaser or its agents. Duperon Corporation may not be assessed damages for delays in shipment or delivery. Unless otherwise
<br />agreed in writing, the Terms contained herein and the subject of this agreement shall be governed by and construed only under the
<br />laws of the State of Michigan, USA. The parties agree and stipulate that jurisdiction and venue is proper before the trial courts of
<br />Michigan and consent to the jurisdiction thereof, and agree to dismiss any claim brought before the courts of any other state or
<br />nation. The parties deem that this Agreement was executed and to be fully performed in Saginaw, Michigan.
<br />3
<br />76
<br />
|