Page 5 - GoodyearEPIndustrialHose

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INDUSTRIAL HOSE PRODUCTS
TERMS AND CONDITIONS OF SALES
THE INFORMATION HEREIN CONTAINED CONSTITUTES A CONFIRMATION OF CUSTOMER’S ORDER OR A CONFIRMATION OF CHANGE TO CUSTOMER’S ORDER, AS
APPLICABLE, (COLLECTIVELY “CONFIRMATION”) AND WHICH CONFIRMATION IS EFFECTIVE UPON VEYANCE’S DISPATCH OF THIS CONFIRMATION. ANY PRIOR RECEIPT
BY CUSTOMER FROM ANY OTHER SOURCE OF ALL OR PART OF THE INFORMATION HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE
A LEGALLY BINDING CONFIRMATION. THIS CONFIRMATION IS EXPRESSLY MADE SUBJECT TO AND IS STRICTLY LIMITED TO THE TERMS AND CONDITIONS OF SALE
STATED HEREIN AND ANY INCONSISTENT TERMS OR CONDITIONS APPEARING ON CUSTOMER’S ORDER ARE SPECIFICALLY OBJECTED TO AND DISCLAIMED. IN ANY
COMMUNICATION WITH VEYANCE REGARDING THIS ORDER, PLEASE REFER TO VEYANCE’S DOCUMENT OR ORDER CONFIRMATION NUMBER.
1. This Confirmation and any distributor’s agreement, if any, between Customer and Veyance or Veyance affiliate, together with any specifications, schedules, exhibits, riders,
or other writings which may be annexed hereto or provided for hereunder and by reference made a part hereof, sets forth the complete and final agreement between Veyance
and Customer in respect of the subject matter hereof, and supersedes all prior understandings, assurances, and Customer’s order form, if any. THIS AGREEMENT CONTAINS
THE ENTIRE UNDERSTANDING BETWEEN CUSTOMER AND VEYANCE AND NO OTHER REPRESENTATION OR INDUCEMENT, ORAL OR WRITTEN, HAS BEEN MADE WHICH
IS NOT SET FORTH HEREIN. EXCEPT FOR THE WARRANTIES AND REPRESENTATIONS, IF ANY, SET FORTH IN THIS AGREEMENT, NO OTHER STATEMENT, WARRANTY,
REPRESENTATION OR INFORMATION, ORAL OR WRITTEN, SHALL BE LEGALLY BINDING UPON VEYANCE OR SHALL BE THE BASIS FOR RELIANCE BY CUSTOMER.
CUSTOMER DOES NOT RELY AND IS NOT RELYING UPON ANY ORAL OR WRITTEN STATEMENT, WARRANTY, OR REPRESENTATION OF VEYANCE, ITS EMPLOYEES,
AGENTS, AND/OR REPRESENTATIVES NOT FULLY SET FORTH HEREIN. No amendments or modifications of or supplements to the provisions of this Confirmation will be
valid and binding upon Veyance unless such amendment, modification, or supplement is mutually agreed to in writing and signed by an officer of Veyance and an authorized
representative of Customer. In the event of any inconsistency between these Terms and Conditions of Sale and the provisions on the other side of this document or any
supplement attached hereto, the provision contained on the other side of this document or on such supplement shall control.
2. Product sold hereunder manufactured by Veyance meets agreed specifications according to established tests performed under controlled laboratory conditions and specific
test requirements. These tests are not intended to reflect the performance of the product under actual conditions. Performance of the product as a component in a finished
product may not necessarily meet the test requirements. Due to the number and variety of applications for which any product sold hereunder may be purchased and because
Veyance has no control over (or knowledge of) the conditions under which the product may be used by others, VEYANCE DOES NOT RECOMMEND SPECIFIC APPLICATIONS
OR PRODUCT DESIGNS OR ASSUME RESPONSIBILITY FOR USE RESULTS OBTAINED OR SUITABILITY FOR SPECIFIC APPLICATIONS. No statement contained herein shall
be construed as a license to operate or as a recommendation or inducement to infringe existing patents or as an endorsement of products of specific manufacturers or systems.
3. NO RELIANCE. CUSTOMER ACKNOWLEDGES THE USE OF ITS OWN KNOWLEDGE, SKILL, JUDGMENT, EXPERTISE, AND EXPERIENCE IN (i) the selection of the
product and/or (ii) in the selection, provision, or designation of any specification or set of specifications for a product agreed upon by Customer and Veyance; and CUSTOMER
ACKNOWLEDGES THAT CUSTOMER DOES NOT RELY AND IS NOT RELYING ON ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR SAMPLES MADE OR
PRESENTED BY VEYANCE, ITS EMPLOYEES, AGENTS, AND/OR REPRESENTATIVES TO CUSTOMER. CUSTOMER ACKNOWLEDGES THAT CUSTOMER DOES NOT RELY
AND IS NOT RELYING ON ANY KNOWLEDGE, SKILL, JUDGMENT, EXPERTISE, OR EXPERIENCE OF VEYANCE, ITS EMPLOYEES, AGENTS, AND/OR REPRESENTATIVES
IN CUSTOMER’S SELECTION OF THE PRODUCT OR IN CUSTOMER’S SELECTION, PROVISION, OR DESIGNATION OF ANY SPECIFICATION OR SET OF SPECIFICATIONS.
Without limiting the foregoing, CUSTOMER ACKNOWLEDGES THAT VEYANCE SHALL NOT BE LIABLE FOR, AND CUSTOMER ASSUMES ALL RISK OF, INACCURATE OR
UNSUITABLE SPECIFICATIONS OR INFORMATION PROVIDED, SELECTED, OR DESIGNATED BY CUSTOMER.
4. LIMITATION OF WARRANTY. PRODUCT NOT MANUFACTURED BY VEYANCE IS SOLD WITHOUT WARRANTY, “AS-IS” AND IS SUBJECT TO THE LIMITATION OF LIABILITY
SET FORTH IN SECTION 5. SUBJECT TO THE LIMITATIONS OF SECTION 5 AND UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN, product sold hereunder that has
been manufactured by Veyance, unless sold without warranty “AS-IS”, is warranted to be free from defects in material and workmanship. Subject to the preceding sentence, and
except as otherwise expressly provided herein, VEYANCE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO THE PRODUCT OR ANY OTHER PRODUCT SOLD HEREUNDER, WHETHER USED
ALONE OR IN COMBINATION WITH ANY OTHER MATERIAL OR PRODUCT OR IN ANY PROCESS. VEYANCE SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, AND/OR
CONSEQUENTIAL DAMAGES, EVEN IF VEYANCE HAS BEEN NOTIFIED OF THE POTENTIAL OF SUCH A LOSS OR CLAIM. OTHER THAN THOSE SPECIFICALLY SET FORTH
HEREIN, THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION OF THE PRODUCTS ON THE FACE HEREOF, EITHER EXPRESS OR IMPLIED.
5. LIMITATION OF LIABILITY OF VEYANCE AND EXCLUSIVE REMEDY. Any Veyance-manufactured product claimed to be defective in material or workmanship shall, upon
Veyance’s approval, be returned to Veyance as designated, at the Customer’s expense. VEYANCE WILL, AS THE EXCLUSIVE REMEDY, MAKE AN ADJUSTMENT FOR PRODUCT
IT FINDS TO BE DEFECTIVE IN MATERIAL OR WORKMANSHIP EITHER BY REPAIRING IT OR REPLACING IT AT AN ADJUSTMENT PRICE, OR IN LIEU THEREOF, AT
VEYANCE’S OPTION, VEYANCE MAY REFUND THE PURCHASE PRICE UPON RETURN OF THE PRODUCT. Whenever a warranty for a specific product provides that no
adjustment shall be made after a specified period of time, Veyance shall not be responsible under the terms of such warranty unless claim is made within such period of time.
VEYANCE’S TOTAL RESPONSIBILITY AND LIABILITY FOR ANY AND ALL CLAIMS, LOSSES, AND DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF ANY CAUSE
WHATSOEVER (WHETHER UNDER ANY WARRANTY OR BASED IN CONTRACT, NEGLIGENCE, OTHER TORT, STRICT LIABILITY, BREACH OF WARRANTY, OTHER THEORY,
OR OTHERWISE) SHALL NOT EXCEED THE ORIGINAL PURCHASE PRICE OF THE PRODUCTS IN RESPECT TO WHICH SUCH CAUSE ARISES, AND IN NO EVENT SHALL
VEYANCE BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES RESULTING FROM ANY SUCH CAUSE. NO EMPLOYEE, AGENT
AND/OR REPRESENTATIVE HAS AUTHORITY TO MAKE ANY REPRESENTATION, PROMISE OR AGREEMENT, EXCEPT AS STATED HEREIN. VEYANCE SHALL NOT BE LIABLE
FOR, AND CUSTOMER ASSUMES ALL LIABILITY FOR, PERSONAL INJURY AND PROPERTY DAMAGE CONNECTED WITH THE HANDLING, TRANSPORTATION, OR FURTHER
MANUFACTURE, FABRICATION, ASSEMBLY, OR PROCESSING OF THE PRODUCT.
6. Prices are subject to change without notice, and such items will be billed at prices in effect at the time of shipment. Customer will be notified of any price increase and
may cancel any undelivered portion of the order by written notice to Veyance, provided such written notice is received by Veyance not more than 10 days after your receipt of
notification of the increase. Upon such cancellation Customer shall have no liability to Veyance for the canceled portion of the order except as to product manufactured or in
process, components procured by Veyance from outside sources, and special tooling and equipment procured for performance of this order.
7. All prices are subject to increase from time to time to compensate for any tax, excise, or levy imposed upon the products sold, or upon the manufacture, sale, transportation,
or delivery of them or whenever any tax, excise, levy law, or governmental regulation has the effect, directly or indirectly, of increasing the cost of manufacture, sale, or delivery.
If any government action or law should have the effect of establishing a maximum price on product to be delivered, Veyance may, at its option and without liability to Customer,
terminate its obligation with respect to future shipments upon thirty (30) days written notice.
8. Veyance shall not be liable or deemed in default for failure to deliver or delay in delivery due to any cause beyond its reasonable control. If unable to meet delivery schedules,
Veyance will endeavor to allocate material fairly among its Customers, but reserves to itself final determination of the deliveries to be made without liability.
9. Veyance will indemnify its Customer against all claims and demands for infringement of any United States patent by the product furnished under any accepted order,
provided the Customer notifies Veyance of any patent infringement and upon request tenders Veyance the defense of the claim. CUSTOMERS WHO FURNISH SPECIFICATION
TO VEYANCE AGREE TO HOLD VEYANCE HARMLESS AGAINST ANY CLAIMS WHICH ARISE OUT OF VEYANCE’S COMPLIANCE WITH SUCH CUSTOMER SPECIFICATIONS.
10. Title to the goods shall pass to Customer upon passage of the risk of loss; provided, however, that to the extent permitted by law, until each of the goods delivered hereunder
has been paid for in full, Veyance shall retain title to the goods; however, all risk of loss and responsibility for transportation and storage, taxes, and duties shall transfer in
accordance with these terms of sale. Customer hereby agrees that notwithstanding any information shown in this confirmation regarding any estimated shipment, production, or
requested date(s) for the goods, Veyance is not obligated to produce, deliver or ship the goods by that estimated shipment, production, or requested date(s). Customer hereby
agrees that unless Customer notifies Veyance in writing within ninety (90) calendar days of the estimated shipment date as shown on the last dated Confirmation referencing
the goods, there shall be a presumption that goods conforming to the goods ordered were received by Customer.
11. Due to the varying location of the operations of Customer and Veyance and the locations that may be involved in the performance and documentation of an order to which
these Terms and Conditions of Sale are applicable, in order to settle upon and to eliminate any doubt as to the rights of the Customer and Veyance, Customer and Veyance agree
that this Confirmation shall be governed by and construed in accordance with the laws of the State of Ohio, United States of America, applicable to agreements to be performed
in the State of Ohio, except that for sales or orders originating and to be performed in Canada by Canadian subsidiaries or affiliates of The Veyance, Customer and Veyance agree
that this Confirmation shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, applicable to agreements to be performed in Canada.
Customer and Veyance exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to this Confirmation and order.