Purchase of Goods. Wi-Tronix proposes to purchase from Supplier the goods covered by the Purchase Order(s) referring to these General Purchase Order Terms and Conditions, which Purchase Orders are subject in all respects to these General Terms and Conditions (“Terms and Conditions”). The Purchase Order does not bind Wi-Tronix to make any purchases other than those specifically stated on the Purchase Order and herein. In the event that any goods are ordered by Wi-Tronix from Supplier, these Terms and Conditions shall constitute the entire agreement by and between the parties, and any additional or contrary provisions contained in Supplier’s invoice or any other of Supplier’s forms or responses shall not be part of the parties’ agreement unless agreed to in writing by Wi-Tronix. These Terms and Conditions may be modified only by a writing signed by Wi-Tronix. These Terms and Conditions shall be for the benefit of Wi-Tronix and Supplier and not for the benefit of any third party. In the event the terms specified in Wi-Tronix Purchase Order conflict with these Terms and Conditions, the specific terms in the Wi-Tronix Purchase Order shall control.
Cancellation. Orders may be cancelled or deliveries deferred by Wi-Tronix at its sole option at any time. For any order cancelled, Wi-Tronix shall be liable to Supplier only for the goods that have been delivered to Wi-Tronix and accepted by Wi-Tronix pursuant to Section 8 below. Wi-Tronix also may cancel a Purchase Order if Supplier fails to deliver any of the goods in accordance with the delivery schedule or if Wi-Tronix determines that the goods do not meet Wi-Tronix’s standards of quality.
Terms of Payment. Wi-Tronix shall pay all undisputed invoices within thirty (30) days of receipt unless otherwise explicitly agreed to in writing. If Wi-Tronix disputes any invoice, the payment of the invoice shall not be due until thirty (30) days after the dispute regarding the invoice is resolved unless otherwise specified in the terms of the dispute resolution agreed to in writing by the parties.
Additional Charges. Any tax (except taxes of Supplier, including, but not limited to, income tax, workers
compensation taxes and the like) or other governmental charge upon the production, sale, shipment or use of the goods which Supplier is required to remit and to collect from Wi-Tronix shall be paid by Wi-Tronix to Supplier, unless Wi-Tronix furnishes Supplier with exemption certificates acceptable to taxing authorities.
Title. Title to goods passes to Wi-Tronix, and Supplier’s liability to deliver ceases, upon receipt and inspection of the goods by Wi-Tronix at a location designated by Wi-Tronix. Except where otherwise expressly specified in a Purchase Order, the carrier used to deliver material shall be the Supplier’s agent, and material shall be shipped by a reasonable method in suitable packages, the nature of which shall be determined by Supplier. The full cost of shipping the goods will be paid initially by Supplier, specified on the invoice and paid by Wi-Tronix. Unless otherwise stated within a Purchase Order, Wi-Tronix shall be responsible for any installation of the goods.
Delivery. Time is of the essence under each Purchase Order. Delivery shall be made by Supplier following a schedule agreed to by Wi-Tronix and the goods must be delivered in a timely manner to meet Wi-Tronix’s production schedules. Supplier shall give Wi-Tronix fifteen (15) days advanced notice of any change in the agreed delivery schedule. Wi-Tronix retains the right to reject deliveries that are not timely made and to terminate that Purchase Order and reject any other future deliveries.
Force Majeure. Supplier shall not be liable for any delay or failure to perform its obligations to Wi-Tronix in whole or in part due directly or indirectly to any circumstances beyond Supplier’s control, including, without limitation, war, terrorism, cyberterrorism, riot, flood, act of God, shortage of transportation, blockade, embargo, court order, governmental action, strike or other labor unrest, fire, damage to or destruction in whole or in part of goods or Supplier’s plant or inability to obtain material, equipment or transportation. In any event, if any shipment shall be delayed thirty (30) days or more because of any circumstances beyond Supplier’s control, each party shall have the right by written notice to the other to cancel that shipment and the balance, if any, of the goods ordered, and, in such event, Wi-Tronix shall be relieved of any payment obligations other than those payments due in accordance with Section 2 hereof, and thereafter neither party shall be liable to the other for any loss or damage direct or consequential from such cancellation. In the event of Supplier’s inability to supply the entire demand for the goods in a Purchase Order for any reason, Wi-Tronix reserves the right to terminate that Purchase Order and cancel any further orders without payment of any penalty or other charge.
Acceptance of Goods. Wi-Tronix shall visually inspect the goods upon receipt and again during assembly and final test of any Wi-Tronix finished goods in which Supplier goods are utilized and shall give written notice to Supplier of any Supplier goods found to be nonconforming. If Supplier goods are found to be nonconforming in Wi-Tronix’s sole discretion, Wi-Tronix’s remedy against Supplier (a) if for shortage, shall be to require Supplier to make up the shortage immediately or (b) if for defects, shall be to return the nonconforming goods to Supplier, at Supplier’s expense, whereupon and at Wi-Tronix’s sole discretion Supplier shall repair or replace the same or refund the price paid, including shipping, by Wi-Tronix for the nonconforming goods.
Warranty. Unless otherwise stated within a Purchase Order, Supplier warrants to Wi-Tronix that Supplier goods will be free from defects in material and in workmanship and will be in accordance with Wi-Tronix’s specifications or, if applicable, with any specifications provided to and accepted in writing by Wi-Tronix for the longer of either 1) a period of one year from the date of shipment of the goods or 2) assembly and final test of the Wi-Tronix finished goods in which Supplier goods are utilized. To the extent that goods furnished hereunder are manufactured in accordance with specifications provided to Supplier and then used or combined by Wi-Tronix or a third party with other goods not furnished hereunder, Supplier shall indemnify and save harmless Wi-Tronix from all actions, proceedings, claims and damages resulting from the use or incorporation of said goods. Supplier will indemnify and hold Wi-Tronix harmless against any claim of any third person for infringement by Supplier goods of any U.S. patent or copyright or other intellectual property claim provided, however, if goods are manufactured pursuant to specifications provided to Supplier by Wi-Tronix, Wi-Tronix will hold Supplier harmless against any such claim which arises out of compliance with such specifications, provided that the party seeking to be held harmless notifies the other party and gives it the right to defend.
No Implied Waiver. The failure of either party at any time to require performance of the other party of any provision of these Terms and Conditions shall in no way affect the right to require such performance at any time thereafter, nor shall the waiver of either party of a breach of any provision of these Terms and Conditions constitute a waiver of any succeeding breach of the same or any other provision.
Assignment and Delegations. Supplier shall not assign any rights or delegate any obligations under these Terms and Conditions without the prior written consent of Wi-Tronix. Such consent shall not release Supplier from any of its obligations hereunder.
Governing Law; Notices; Arbitration. These Terms and Conditions shall be governed by the Uniform Commercial Code of the State of Illinois without regard to choice of law rules or to the Convention on Contracts for the International Sale of Goods. Any notice required to be sent under these Terms and Conditions shall be sufficiently given if sent by U.S. Mail addressed to the party at the place of business referred to on the Purchase Order. The parties agree to submit any dispute arising out of or related to these Terms and Conditions to an impartial mediator in Cook County, Illinois for resolution. If the parties are unable to resolve the dispute by mediation, then the parties may bring an action in a court located in Cook County, Illinois or, if a federal action, in the Northern District of Illinois. The parties hereby consent and agree to submit to the jurisdiction of and venue in such courts and waive any argument of forum non conveniens.
Other Representations. Supplier represents that the person accepting the Purchase Order on behalf of Supplier has the authority to bind Supplier to the terms of these Terms and Conditions and that Supplier intends to be bound thereby.