XVII. Conditions of Purchase

  1. ACCEPTANCE Unless this contract specifies otherwise, commencement of performance pursuant to this contract cannot be met; Seller shall inform SumiRiko Ohio, Inc., SumiRiko Tennessee, Inc., or S-Riko Automotive Hose de Chihuahua, S.A.P.I. de C.V.,in writing by return mail of Seller’s best possible terms and conditions of the Company’s acceptance. Any additional or different terms proposed by seller shall constitute a counteroffer. The Company reserves the right to revoke this contract at any time before acceptance.
  2. CHANGES Buyer reserves the right at any time to make changes in the following:
    • Specifications, drawings and data incorporated in this contract where any of the articles or material described on the face hereof (hereinafter referred to as “goods”) is to be specifically manufactured for Buyer.
    • Methods of shipment or packing.
    • Place of delivery.
    • Time of delivery.

    Such changes shall be made by instruction to seller in a cable or letter from Buyer.

  3. DELIVERY The obligation of Seller to meet the delivery dates, specifications and quantities Is material to this Contract. By accepting this order Seller accepts the obligation to bear the risk of loss until arrival of goods at destination specified by Buyer. If delivery of goods is not made within the time specified, or within a reasonable time if no time is so specified, Buyer reserves the right, in addition to its other rights and remedies, to refuse, without liability, to accept such goods. Any provisions for delivery of goods by installments shall not be construed as making the obligations of Seller severable.
  4. INSPECTION AND ACCEPTANCE At Buyer’s election, goods are subject to inspection and Approval at Buyer’s destination. Buyer reserves the right to reject and refuse acceptance of goods which are not in accordance with specifications, drawings and data furnished by Buyer or with Seller’s express or implied warranty. Items not accepted will be returned to Seller at Seller’s expense. Payment for any goods shall not be deemed an acceptance thereof. Acceptance of the goods by Buyer shall not impair any remedy available to Buyer for nonconformance of the goods.
  5. WARRANTY By accepting this order Seller represents and warrants that:
    • All goods to be furnished by Seller will conform fully to Buyer’s specifications, descriptions, drawings and other data furnished to Seller, or to Seller’s samples, and will be merchantable, of good material and workmanship and free from defect.
    • All goods will be fit and sufficient for the purpose intended by Buyer and/or end users. Seller agrees that this warranty shall survive acceptance of goods. Said warranty shall be in addition to any other warranties given to Buyer Seller
  6. PATENT VIOLATION Seller shall indemnify, save harmless and defend Buyer or any of Buyer’s distributors or users of goods from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs, expenses and attorney’s fees incident to any infringement of any patent, trade mark, design, copyright or any other industrial property right now existing or hereafter issued by the United States or any foreign country, which infringement or claimed infringement results from normal use and/or resale of goods, and Seller shall defend or settle at its own expense any suit, action or proceeding in which Buyer, any of Buyer’s distributors or users of any goods are made defendant for such infringement, and Seller further agrees to pay and discharge any and all judgements or decrees, which may be rendered in any such suit, action or proceeding against such defendants.
  7. PRICE Buyer shall not be billed at a price higher than stated in this Contract unless authorized by a written consent issued and signed by Buyer’s authorized representative. Seller represents that the price charged for goods is the lowest price Seller charges for similar goods under conditions similar to those specified in the Contract and that the price complies with applicable government regulations in effect at time of quotation, sale or delivery.
  8. COMPLIANCE WITH LAWS In accepting this order, Seller represents that it has complied and will continue at all times during the performance of this Contract to comply with the requirements and provisions of all federal, state, and local laws and regulations from violation of which Buyer may incur liability. By acceptance hereof, Seller certified compliance with the “Fair Labor Standards Act” of 1938, as amended in the performance of this Contract.
  9. TERMINATION Buyer reserves the right to cancel this Contract partially or entirely in the event goods fail to conform to the warranty specified in provision (5), in the event Seller fails to make deliveries as specified, or in the event Seller breaches any other terms and conditions of this Contract. Buyer may forthwith cancel this Contract on occurrence of any of the following: insolvency of Seller, filing by Seller of a voluntary petition in bankruptcy, filing of an involuntary petition to have Seller declared bankrupt, appointment of a receiver or trustee for Seller/ execution by Seller of an assignment or composition arrangement for the benefit of creditors/ filing of a voluntary or involuntary petition for corporate reorganization of Seller, or initiation by any party of any other proceeding involving Seller as debtor under the bankruptcy Act as amended in the event of any cancellation under this paragraph, Buyer, without prejudice to any other right available to it for breach of this contract, shall have the right;
    • To refuse to accept delivery of goods.
    • To recover from Seller all payments made therefor and for freight, storage, handling, and other expenses incurred by Buyer, and to be relieved from liability for any future payments to Seller.
    • To purchase elsewhere and charge Seller with any resultant losses. No returned goods shall be replaced without Buyer’s written replacement order.
  10. REMEDIES The remedies herein reserved to Buyer shall be cumulative and additional to any other of further remedies provided in law of equity.
  11. APPLICABLE LAWS The laws of the State of Ohio hereunder shall in all respect govern this Contract and the performance.
  12. ASSIGNMENT Seller shall neither assign any right nor delegate any duties under this contract nor any moneys due hereunder without the prior consent of Buyer’s authorized representatives. This prohibition of assignment and delegation extends to all assignments and delegations that may lawfully be prohibited by agreement.
  13. MODIFICATION AND WAIVER This Contract, together with any specifications, drawings and data furnished to Seller, constitutes the entire agreement between Buyer and Seller, and there are no understandings or representations of any kind except as therein expressly set forth. Any alterations or modifications hereof shall be by mutual agreement of the parties and shall not be binding on Buyer unless made in writing and agreed to by a duly authorized representative of Buyer. No claim or right arising out of breach of this Contract can be discharged in whole or in part by waiver or renunciation of the claim or right unless the waiver or renunciation is in writing and signed by Buyer.
  14. ATTORNEY’S FEES If Buyer commences an action against Seller to enforce any of the terms hereof or because of the breach by Seller of any of the terms hereof, or for the recovery of any payments made hereunder, Seller shall pay Buyer reasonable attorney’s fees and expenses, and the right to such attorney’s fees and expenses shall be deemed to have accrued on the commencement of such action and shall be enforceable whether or not such action is prosecuted to judgement.