UPDATED 6/19/2025
or the delivery schedule of such Goods, or both. Buyer shall have the right to review any such change or adjustment, and reject such change or adjustment, for a period of thirty (30) days after receipt of notice of such change or adjustment. If Buyer does not send Seller written notice of Buyer’s rejection of such change or adjustment within such 30-day period, Buyer shall be deemed to have accepted such change or adjustment, and Seller may proceed with such change or adjustment.
of a Force Majeure Event that affects Seller ’ s ability to supply the total quantity of Goods required or otherwise perform under the Agreement, Seller shall allocate its available supply of such Goods (without any obligation to purchase similar Goods from other sources) on a fair and equitable basis among Buyer and those other customers to whom Seller was contractually obligated to supply such Good at the time the Force Majeure Event arose. 15. BUYER FURNISHED MATERIAL. Seller takes no responsibility for and makes no warranties to Buyer for furnished material provided by Buyer prior to or after fabrication. If Buyer fails, with or without cause, to furnish Seller with specifications or instructions for, or refuses to accept deliveries of, any of the Goods sold under the Agreement, or is otherwise in default or breach of, or repudiates all or any part of, the Agreement, or fails to pay when due any invoice under the Agreement, then, in addition to any and all remedies allowed by law, Seller, without notice: (i) may bill and declare due and payable all undelivered Goods under the Agreement, or (ii) may defer shipment under the Agreement until such default, breach or repudiation is removed, or (iii) may cancel any undelivered portion of the Agreement or any other contract in whole or in part, in each case under items (i), (ii) or (iii) above without any liability to Seller. Buyer shall remain liable for all damages suffered or incurred by Seller in connection with any such circumstances referenced above. 17. CONFIDENTIALITY. Buyer shall keep confidential all information, drawings, specifications, sketches, models, samples and other data furnished by Seller, or prepared by Seller specifically in connection with the performance of the Agreement, and shall not divulge or use such information, drawings, specifications, sketches, models, samples or other data for any purpose other than as necessary in connection with the Agreement or as required by law or judicial order. Buyer shall not make copies or permit copies to be made of any such information, drawings, specifications, sketches, models, samples, or other data without the prior written consent of Seller. For the avoidance of doubt, Buyer shall not, under any circumstances, utilize any information, drawings, specifications, sketches, models, samples and other data furnished by Seller, or prepared by Seller, in connection with purchasing or otherwise obtaining any parts, products, or similar Goods from a third-party. The obligations under this Section 17 will survive the cancellation, termination or completion of the Agreement for a period of five (5) years. 16. RIGHTS AND REMEDIES. 18. GOVERNING LAW; JURISDICTION AND VENUE. The Agreement shall be governed exclusively by the Federal laws of the United States of America, to the extent applicable, and by the internal laws of the State of Wisconsin, excluding Wisconsin conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement. Each party irrevocably agrees that any legal action or proceeding seeking the enforcement or interpretation of the Agreement or these Terms and Conditions shall be brought exclusively in the courts of the State of Wisconsin in Ozaukee County, Wisconsin or the Federal District Court for the Eastern District of Wisconsin in Milwaukee, Wisconsin. Each party hereby irrevocably submits itself to the jurisdiction of any such courts, and waives any objection it may now or hereafter have to the placing of venue in any such courts and waives any right to
13. CANCELLATION AND RETURNS.
A. Cancellation. Buyer may not cancel this order without Seller's consent. In the event of cancellation, Buyer shall reimburse Seller for all costs incurred by Seller in performing the order, including Seller standard overhead, re-stocking fees, and administrative costs to which shall be added a reasonable allowance for profit. Seller reserves the right to immediately cancel the Agreement, without liability, in the event of the happening of any the following: (i) insolvency of Buyer; (ii) the filing of a voluntary petition in bankruptcy by Buyer; (iii) the filing of an involuntary petition to have Buyer declared bankrupt; (iv) the appointment of a Receiver or Trustee for Buyer; (v) the execution by Buyer of an assignment for the benefit of creditors; (vi) the taking of possession of any substantial part of Buyer’ s property by any government agency; or (vii) the suspension of Buyer’ s usual business. If Buyer breaches any of the terms of the Agreement, Seller reserves the right, without any liability, to cancel the Agreement in whole or in part, by written notice to Buyer. If Seller elects to cancel the Agreement under this Section 13(A), Seller shall provide to Buyer all reasonable costs incurred to date by Seller in Seller’s performance of the purchase order and submit a termination claim to the Buyer within sixty (60) days of the notice of termination. Upon receipt of such notice and termination claim, Buyer shall promptly pay to Seller all such reasonable costs incurred by Seller.
Returns. Goods may only be returned to Seller with the prior written consent of Seller. All such returned Goods must be securely packaged by Buyer and returned to Seller without damage, and any cost incurred by Seller to put such returned Goods in marketable condition will be charged to and paid by Buyer.
B.
14. FORCE MAJEURE. Seller shall not be liable, directly or indirectly, for any failure or delay in performance of all or any part of the Agreement where such failure or delay arises out of or results from any cause beyond Seller’s control or beyond the control of Seller’s suppliers or contractor, including, but not limited to, acts of God and nature, intervention of government, tariffs, war or threat of war, conditions similar to war, acts of terrorism, sanctions, blockades, embargoes, strikes, lockouts, pandemics or other causes or circumstances which cannot reasonably be prevented by Seller (each a “ Force Majeure Event ”). IN NO EVENT SHALL SELLER, IN THE OCCURRENCE OF A FORCE MAJEURE EVENT, BE LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONTINGENT DAMAGES OF ANY NATURE WHATSOEVER, EVEN IF SELLER SHALL BE ADVISED BY BUYER OF THE POSSIBILITY THEREOF. Upon the occurrence
3 | STANDARD TERMS AND CONDITIONS OF SALE
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