• Seller may not assign or subcontract its obligations under the Purchase Agreement without the prior written consent of Buyer, and if Seller does so, the assignment
      or subcontract will be void.
    • The Purchase Agreement shall be governed by, and interpreted under, the substantive laws of the State of Ohio.
    Unless otherwise provided elsewhere in the Purchase Agreement, prices are (i) stated in U.S. dollars, and (ii) not subject to increase for the duration of the Purchase Agreement. No extra charges of any kind will be allowed unless specifically agreed to by Buyer in writing.Unless prohibited by law, Seller will separately indicate on its invoices any taxes imposed on the sale of delivery of products or services.Unless otherwise provided elsewhere in the Purchase Agreement, payment will be net 30 days from the later of (i) the date of Buyer’s receipt of an invoice; or (ii) receipt of product or services, as applicable.

    Seller warrants that it is selling at the lowest prices and upon the most favorable terms (including, without limitation, volume, quality and/or payment terms) that it offers any buyer for goods or services of the same of similar quality to that provided for in the Purchase Agreement. If, during the term of the Purchase Agreement, Seller makes an offer to sell any such goods or services to a third party at a lower price or upon one or more terms that are more favorable than the price or terms then applicable under the Purchase Agreement, an equivalent reduction or modification of terms will apply.

    Delivery dates are firm and TIME IS OF THE ESSENCE WITH RESPECT TO DELIVERY. Seller will promptly notify Buyer in writing if Seller anticipates difficulty in complying with a required delivery date and will use all commercially reasonable efforts to meet the required delivery date. Buyer has no obligation to accept deliveries that are not made on the required delivery date. If Seller fails to meet a required delivery date, Buyer may procure replacement products or services. Seller will be responsible for all costs incurred by Buyer as a result of early or late deliveries. If Seller has to use premium freight, Seller will notify Buyer in writing of the type and monetary value of the premium freight used (for Buyer’s records).Unless otherwise provided elsewhere in the Purchase Agreement, delivery will occur, and title and risk of loss will transfer, when (i) with respect to product not incorporated into services, product passes into Buyer’s storage facility; and (ii) with respect to product incorporated into services, the completed services have been accepted by Buyer.
    Buyer may inspect and test all products and services and all materials, equipment and facilities utilized by Seller in producing products or providing services for Buyer. Seller will maintain an in section and testing system for the same that is acceptable to Buyer and will keep records of all in section and testing data and, with respect to products, samples of each lot shipped, for two (2) years after delivery. Unless otherwise agreed by Buyer in writing, Seller will deliver to Buyer a certificate of analysis as to specifications approved by Buyer with respect to each product lot shipped.
    Seller warrants that all products and services will be: (i) free of any claims by third parties; (ii) in strict accordance with the specifications, samples, drawings or other descriptions approved by Buyer; (iii) free from defects; and (iv) to the extent that Buyer relies on Seller to specify the products or services, fit for their intended purpose. Seller further warrants that all services will be performed in accordance with the standards of care and diligence normally practiced by persons performing similar services and in the best workmanlike manner. The above warranties will be in effect for a period of eighteen (18) months from the date of receipt by Buyer or twelve (12) months from the date of final acceptance by Buyer, whichever is earlier. If any products or services fail to conform to the above warranties Seller, at Buyer’s option, will: (i) with respect to products, replace or repair the nonconforming products; (ii) with respect to services, re-perform all services necessary to correct any such nonconformity; or (iii) refund the purchase price of the nonconforming products or services and any related costs incurred by Buyer. Any replacement products or services also ill be subject to the above warranties and warranty period. The warranty period for repaired products will be extended to account for the time lapsed until the repair was completed. If Seller does not replace, repair or re-perform, as applicable, within a reasonable time after notice, Buyer may do so at Seller’s expense.Any rights or remedies of Buyer set forth in the Purchase Agreement are not exclusive and Buyer also has all rights and remedies available under applicable law.
    Buyer may, by written notice to Seller, terminate its purchase of any quantity of products or services (i) for convenience, (ii) if Seller fails to complete or deliver any part there of when required, and (iii) if Seller is in breach of any material term of the Purchase Agreement, including, without limitation, any provision of Sections 7, 8 or 9 below, immediately prior to the delivery thereof. If terminating for convenience, Buyer will pay Seller termination charges equal to the cost of materials and labor incurred (and not otherwise mitigated) on ordered products or services prior to the date of Buyer’s termination notice; provided Seller takes all steps reasonably necessary to mitigate such costs. Seller will notify buyer of the actual termination charges within thirty (30) days after termination. If termination is due to a failure of completion or delivery or breach of any material term of the Purchase Agreement, no termination charges will apply and Buyer may procure substitute products or services and Seller will be liable to Buyer for any excess costs incurred by Buyer.Prior to shipment or completion, Buyer may request changes with respect to the products or services to be provided, including, changes in method of shipping or packing, time or place of delivery and increases in delivered quantity. Seller will promptly notify Buyer of any resulting increase or decrease in cost and Buyer and Seller will agree on any price adjustment before implementing any change.
    From time to time, at Buyer’s request, Seller shall provide certificates to Buyer relating to compliance with any applicable legal requirements.
    Seller will treat as confidential and not disclose any information received from Buyer in connection with the Purchase Agreement to any person not authorized by Buyer in writing to receive it. Seller will use such information only as necessary to fulfill its obligations under the Purchase Agreement
    Seller will not change the manufacturing process, raw materials or proportions of raw materials used in products delivered to Buyer under the Purchase Agreement unless Seller notifies Buyer in writing of the change at least ninety (90) days before its implementation and Buyer agrees to the change in writing. Seller will be liable for all loses and damages that Buyer may suffer if Seller does not comply with the requirements of the preceding sentence. At Buyer’s request, Seller will provide samples of product produced with the proposed change to test in Buyer’s manufacturing process.
    Prior to performing any services on Buyer’s premises, Seller will obtain, and thereafter maintain at all times, the following minimum insurance coverages: (i) Worker’s Compensation insurance as required under the applicable laws of the jurisdiction in which the services are to be performed; (ii) Employer’s Liability insurance as required under the applicable laws of the jurisdiction in which the services are to be performed, subject to a limit of $1,000,000; (iii) Comprehensive General Liability insurance with a combined single limit of $2,000,000 for bodily injury and property damages; (iv) Automobile insurance for owned or hired vehicles covering bodily injury, death and property damage, with a combined single limit of $1,000,000 per occurrence and in the aggregate; and (v) Additional Umbrella Coverage with aggregate limits of $5,000,000. All required insurance must be with companies licensed in the jurisdiction in which the services are performed and accep3tableto Buyer. No insurance will be deemed to be in effect until satisfactory certificates thereof are delivered to Buyer, containing provisions requiring the insurance carrier to notify Buyer at least thirty (30) days prior to any expiration or termination of, or material change to, the policy. In addition, all such policies shall name Buyer as an additional insured, specifically insure Buyer for its own negligence and other culpable conduct and contain a waiver of subrogation against Buyer. Seller will also require insurance from all of its subcontractors with the same coverages and limits.
    Buyer or Seller may terminate the Purchase Agreement upon thirty (30) days’ prior written notice if the other party breaches any material term thereof or files for bankruptcy; provided, however that during such notice period, the party in default may cure its default and thereby abate the termination. In the event Seller has not complied in any respect with Sections 7,8 or 9 above, Buyer shall have the right to immediately terminate the Purchase Agreement, without further compensation to the Seller. In addition, Seller shall compensate Buyer for any damages suffered by Buyer as a result of Seller’s breach of Sections 7, 8 or 9 above. After receipt of a notice of termination, the Seller shall immediately: (i) stop work as directed in the notice; (ii) place no further subcontracts or purchase orders for materials, services or facilities, except as necessary to complete the continued portion of the Purchase Agreement; and (iii) terminate all subcontracts to the extent that they relate to the work terminated.


Cleveland Industrial Innovation Center
17000 Saint Clair Ave.
Ste. 105
Cleveland, OH 44110

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