Page 135 - Goodyear2011PTCatalog

P O W E R T R A N S M I S S I O N P R O D U C T S

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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

CONDITIONSOFSALESTATEDHEREINANDANY INCONSISTENTTERMSORCONDITIONSAPPEARINGONCUSTOMER’SORDERARESPECIFICALLYOBJECTEDTOAND

DISCLAIMED. INANYCOMMUNICATIONWITHVEYANCEREGARDINGTHISORDER, PLEASEREFERTOVEYANCE’SDOCUMENTORORDERCONFIRMATIONNUMBER.

(1) This Confirmation and any distributor’s agreement, if any, between Customer and Veyance or a 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 (collectively, the “Agreement”), 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. THE AGREEMENT CONTAINS THE ENTIRE UNDERSTANDING BETWEEN

CUSTOMERANDVEYANCEANDNOOTHERREPRESENTATIONOR INDUCEMENT, ORALORWRITTEN, HAS BEENMADEWHICH ISNOTSETFORTHHEREIN. EXCEPT

FORTHEWARRANTIESANDREPRESENTATIONS, IFANY, SETFORTHINTHEAGREEMENT, NOOTHERSTATEMENT,WARRANTY, REPRESENTATIONOR INFORMATION,

ORAL ORWRITTEN, SHALL BE LEGALLY BINDINGUPONVEYANCE OR SHALL BETHE BASIS FOR RELIANCE BY CUSTOMER. CUSTOMERDOES 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 FORTHHEREIN. 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 direct inconsistency between this Confirmation and the

provisions in the other components of the Agreement, on the other side of this document or in any supplement attached hereto, any of which have been executed by a duly authorized representative of Veyance,

the provision contained in the Agreement, on the other side of this document or in 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 specificmanufacturers 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

CUSTOMERDOES NOT RELY AND IS NOT RELYINGON ANY ORAL ORWRITTEN 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 INFORMATIONPROVIDED, SELECTEDORDESIGNATEDBYCUSTOMER.

(4) LIMITATION OF WARRANTY. ALL PRODUCTS AND GOODS NOT MANUFACTURED BY VEYANCE ARE SOLD WITHOUT WARRANTY BY VEYANCE, “AS-IS” AND

ARE SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN SECTION 5. SUBJECT TO THE LIMITATIONS ON LIABILITY SET FORTH IN SECTION 5 AND UNLESS

OTHERWISE EXPRESSLY PROVIDEDHEREIN, PRODUCTS ANDGOODS SOLDHEREUNDERTHATHAVE BEENMANUFACTUREDBYVEYANCE , UNLESS SOLDWITHOUT

WARRANTY “AS IS”, ARE WARRANTED TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP. SUBJECT TO THE PRECEDING SENTENCE, AND EXCEPT

AS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT, VEYANCE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO

MERCHANTABILITY, FITNESS FORAPARTICULARPURPOSE,ORANYOTHERMATTERWITHRESPECTTOTHEPRODUCTORANYOTHERPRODUCTSOLDHEREUNDER,

WHETHER USED ALONE OR IN COMBINATION WITH ANY OTHER MATERIAL OR PRODUCT OR IN ANY PROCESS. OTHER THAN THOSE SPECIFICALLY SET FORTH

HEREIN,THEREARENOWARRANTIESWHICHEXTENDBEYONDTHEDESCRIPTIONOFTHEPRODUCTS INTHEAGREEMENT, EITHEREXPRESSORIMPLIED.

(5) LIMITATIONOF LIABILITYOFVEYANCEANDEXCLUSIVEREMEDY. ANYVEYANCE-MANUFACTUREDPRODUCTORGOODCLAIMEDTOBEDEFECTIVE INMATERIAL

OR WORKMANSHIP SHALL, UPON VEYANCE’S APPROVAL, BE RETURNED TO VEYANCE AS DESIGNATED BY VEYANCE, AT THE CUSTOMER’S EXPENSE. VEYANCE

WILL, AS THE EXCLUSIVE REMEDY FOR BREACH OF WARRANTY OR OTHERWISE UNDER THE AGREEMENT, 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 SOLE

DISCRETIONANDOPTION,VEYANCEMAYREFUNDTHEPURCHASEPRICEUPONRETURNOFTHEPRODUCTBYCUSTOMER. WHENEVERTHEWARRANTYPROVISION

IN AN AGREEMENT 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 SUCHWARRANTY UNLESS CLAIM IS MADE WITHIN THE REQUIRED 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 UNDER LAW OR EQUITY OR

OTHERWISE) SHALL NOT EXCEED THE ORIGINAL PURCHASE PRICE OF THE PRODUCTS IN RESPECT TO WHICH SUCH CAUSE ARISES, AND IN NO EVENT SHALL

VEYANCEBELIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, ORPUNITIVEDAMAGES RESULTINGFROMANY SUCHCAUSE. NOEMPLOYEE, AGENT

AND/OR REPRESENTATIVE HAS AUTHORITY TO MAKE ANY REPRESENTATION, PROMISE OR AGREEMENT, EXCEPT AS STATED HEREIN. THE PRECEDING SENTENCE

SHALL ALSO APPLYTO ANY GOODS OR PRODUCTS SOLDHEREUNDERTHATWERE NOTMANUFACTURED BY VEYANCE. VEYANCE SHALL NOT BE LIABLE FOR, AND

CUSTOMER ASSUMES ALL LIABILITY FOR, ALL PERSONAL INJURY AND PROPERTY DAMAGE CONNECTED WITH THE HANDLING, TRANSPORTATION, OR FURTHER

MANUFACTURE, FABRICATION, ASSEMBLY,ORPROCESSINGOFTHEPRODUCTORANYOTHERPRODUCTORGOODSOLDHEREUNDER.

(6) Prices are subject to change without notice and all such items will be billed at prices in effect at the time of shipment. Customer will be notified of any price increase andmay cancel any undelivered portion

of the order bywritten notice toVeyance provided suchwritten notice is received byVeyance not more than 10 days after your receipt of notification of the increase. Upon such cancellationCustomer shall have

no liability toVeyance for the canceled portion of the order except as to product manufactured or in process, components procured byVeyance fromoutside sources, and special tooling, equipment or single use

rawmaterials 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 tomeet delivery schedules, Veyance will endeavor to

allocatematerial fairly among its Customers, but reserves to itself final determination of the deliveries to bemadewithout 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. CUSTOMERSWHO FURNISH SPECIFICATIONSTOVEYANCE AGREETOHOLDVEYANCE

HARMLESSANDINDEMNIFYVEYANCEAGAINSTANYCLAIMSWHICHARISEOUTOFVEYANCE’SCOMPLIANCEWITHSUCHCUSTOMERSPECIFICATIONS.

(10) Unless otherwise set forth in the Agreement, all Products sold by Veyance shall be delivered FOB (Veyance’s location). 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 the Agreement. 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 orderedwere received byCustomer.

(11)Due to the varying locations of the operations of Customer andVeyance and the locations thatmay be involved in the performance and documentation of an order towhich this Confirmation is applicable,

in order to settle upon and to eliminate any doubt as to the rights of the Customer andVeyance, Customer andVeyance agree that this Confirmation and the Agreement 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 inCanada

by Canadian subsidiaries or affiliates of 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. With regard to any

conflict or dispute arising under or related to this Confirmation or the Agreement, Customer hereby submits to the jurisdiction of the state and federal courts located in Summit County,Ohio.