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McDunnough, Inc.
General Terms and Conditions of Sale of Products and/or Services
Rev. 02/01/2017


"Seller" means McDunnough, Inc., a Michigan corporation, and each of its subsidiaries and affiliates. "Buyer" means the entity or person submitting a sales or purchase order to Seller.


Buyer acknowledges and agrees that these General Terms and Conditions are incorporated in, and are a part of, this contract and each sales order, purchase order, release, requisition, work order, shipping instruction, specification and other document, whether expressed in written form or by electronic data interchange, relating to the products and/or services to be provided by Seller pursuant to this contract (such documents are collectively referred to as the "Contract"), and that Seller's acceptance of Buyer's offer to purchase is made conditional upon the incorporation of these General Terms and Conditions into the Contract. Any execution by Seller of any other document submitted by Buyer in connection with the purchase of products and/or services does not constitute acceptance of or agreement to any terms and conditions in addition to or different from those contained in the Contract, but will constitute only acknowledgment of receipt of such document. If Buyer accepts the products and/or services which are the subject of the Contract, Buyer shall be deemed to have accepted the Contract including, but not limited to, these General Terms and Conditions, in their entirety without modification. Any additions to, changes in, modifications or revisions of the Contract (including, but not limited to, these General Terms and Conditions) shall require the written consent of Seller.


Payment for the products and/or services shall be net thirty (30) days from the date of shipment or as otherwise agreed in writing and confirmed by Seller's invoice. Late payments are subject to a service charge equal to 1.5% per month or the maximum amount permitted under law. Seller reserves the right at any time to suspend credit or to change credit terms provided herein, when, in Seller's sole discretion, Buyer's financial condition so warrants. Buyer shall have no right to offset any amounts due or to become due to Seller against any claims, charges, expenses, fees or other payments of any kind whatsoever under any circumstances, including, but not limited to, any liability which may arise due to any breach or alleged breach of the Contract. Buyer shall pay all court costs, attorneys' fees, and other costs incurred by Seller in collecting any past due amounts owed by Buyer under the Contract. All NSF checks returned to Seller will be subject to a NSF fee. Seller may assign and/or sell any receivables or indebtedness owed by Buyer.

Price and Payment

Purchaser shall pay all invoices in accordance with the payment terms set forth on Purchaser's purchase order. Unless the face of Purchaser's purchase order states to the contrary, all prices are (a) firm and not subject to increase or additional charges; (b) in U.S. dollars; and (c) inclusive of all freight, duty and taxes other than sales or use taxes Seller is required by law to collect from Purchaser. Such sales or use taxes shall not be included in Seller's invoice if Purchaser indicates that the Products or Services are exempt from such taxes. Applicable taxes shall be separately stated on Seller's invoice. Seller agrees that any transaction which has not been invoiced by Seller and sent to Purchaser within 365 days of purchase shall be closed by Purchaser and Purchaser will have no obligations to pay any amounts claimed whatsoever. Should Seller claim invoices were sent but have no verifiable means to validate they were sent and received by Purchaser and no attempts were made to collect amounts claimed as owed, the terms of this paragraph shall govern the transaction.

EDI Transactions

If Seller and Buyer have mutually agreed to use an EDI system to facilitate purchase and sale transactions, Buyer agrees that it will not contest (a) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby, or (b) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form.

Security Interest

Buyer grants to Seller a security interest under the Uniform Commercial Code in the products sold until payment in full has been received by Seller. In the event of default by Buyer under the Contract, Seller shall have all the rights and remedies of a secured creditor under the Uniform Commercial Code. Buyer agrees and appoints Seller as its attorney-in-fact to do, at Seller's option, all acts and things Seller may require to perfect the above security interest in any one or more jurisdictions, and Buyer agrees to pay all applicable filing fees.

Taxes and Other Charges

Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Seller and Buyer shall be paid by Buyer in addition to the invoiced price. In the event Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller therefor or, in lieu of such payment, Buyer shall provide Seller at the time the order is submitted, an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.


Shipment of products will be made F.O.B. Seller's facility unless otherwise stated in Seller's sales order (Ex Works per INCOTERMS 2000 for international shipments). Seller will use commercially reasonable efforts to insure on time delivery, provided that any delay in shipment shall not relieve Buyer of its obligations under the Contract. In no event shall Seller be liable for any loss, damage or expense incurred by Buyer or any of its customers arising from late or non-delivery of products. Title and risk of loss to products shall pass to Buyer upon delivery to the delivery point per applicable shipping term. Buyer shall pay all insurance costs associated with delivery of the products, and Buyer shall be responsible for filing and pursuing claims with carriers for any loss of or damage to the products while in transit.


Buyer may, by written notice, request Seller to temporarily suspend performance or delivery hereunder; provided that Seller is reimbursed for any and all costs incurred as a result thereof, including, but not limited to, storage, insurance, preservation, and other costs attributable to such suspension. Payment of the Contract price shall become due when Buyer is notified that the products are ready for shipment and Buyer shall be responsible for all price increases instituted by Seller during the period of suspension. In the event that the duration of such suspension exceeds ninety (90) days, Seller may, at its option, declare Buyer to be in breach of the Contract and shall have the right to assert any available remedy under the Contract or otherwise available at law or in equity.

Changes; Cancellation

Buyer may request changes to the Contract. Seller shall promptly advise Buyer in writing of any increase in price and updated delivery date as a result of such change. Seller shall not be required to institute any Buyer-dictated change until the parties have agreed to an equitable adjustment to the price and/or delivery date. Purchase orders for special, custom or non-stock items may not be cancelled. All other products may only be cancelled upon the written confirmation of Seller and are subject to a cancellation charge of 25% of the Contract price.


All returns of products will be pursuant to Seller's instructions. All products rejected by Buyer and returned to Seller must contain all original Seller labels. Buyer will not be entitled to any refund if such labels have been removed.


Buyer shall have a period of ten (10) days from the date of delivery of the products or completion of the services to inspect the products and/or services for any defect or deficiency. In the event of any defect or deficiency, Buyer must give written notice thereof to Seller within the above inspection period and permit Seller the opportunity to inspect such products and/or services. Failure by Buyer to give such notice constitutes unqualified acceptance of the products and/or services. Buyer's sole remedy for any defects or deficiencies in the products and/or services which are discovered by Buyer within the inspection period and validated by Seller shall be replacement of such products and/or services.

Disclaimer of Warranties

Seller has no control over the use, suitability or application of the products or services and therefore, does not guarantee the effectiveness or safety of any possible application of the products and/or services. Buyer is responsible for conducting all tests to determine the suitability of the products and/or services for its own use. Buyer assumes full responsibility that the products and/or services purchased hereunder meet the specifications and/or intended use of Buyer, and Seller makes no representation or warranty with respect thereto.
ALL PRODUCTS AND SERVICES PROVIDED BY SELLER HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND. SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED BY LAW, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT AND OTHERWISE. The entire risk arising out of the use or performance of the products and/or services provided hereunder remains with Buyer. The provisions in any specification, brochure or chart issued by Seller are descriptive only and are not warranties. Further, no employee or agent of Seller is authorized to make any warranty. Buyer agrees that if products sold hereunder are resold by Buyer, Buyer will include in the agreement for resale, provisions which limit recoveries in accordance with these General Terms and Conditions.


Buyer shall indemnify and hold Seller and its officers, directors, shareholders, employees, successors and assigns (collectively, the "Seller Indemnified Parties"), harmless from and against any and all claims, demands, actions, causes of action, suits, judgments, settlements, costs, fees (including attorneys' fees), penalties, damages, liabilities and obligations of whatever nature (collectively, "Losses") arising out of or relating to a breach of the Contract by Buyer, the acts or omissions of Buyer or any of its employees, agents or representatives, and the use or sale of the products and/or services.

Limitation on Liability

To the fullest extent permitted by applicable law, in no event will Seller be liable for any form of indirect, incidental, special, liquidated, consequential, punitive or similar damages of any kind, including, but not limited to, claims for lost profits, loss of data or business interruption losses. In no event will the total, aggregate liability of Seller under this Contract, whether or not insured, exceed the cost of the products and/or services giving rise to the claim or liability. Seller disclaims all liability relative to gratuitous information provided by, but not contractually required of Seller. The liability limitations contained herein shall apply even if Seller has been notified of the possibility or likelihood of such damages occurring and regardless of the form of action, whether in contract, negligence, strict liability, tort, products liability or otherwise, and will extend to the benefit of Seller's employees, representatives and suppliers as third-party beneficiaries. Each provision hereof which provides for a limitation of liability, disclaimer of warranty or condition or exclusion of damages is severable and independent of any other provision and is to be enforced as such.

Intellectual Property

Nothing in the Contract will be deemed by implication or otherwise to convey to Buyer or any of Buyer's customers any rights under any patent, trade secret, trademark, service mark, copyright or other intellectual property right related to the products and/or services, other than the right to incorporate or use the products and/or services purchased from Seller.

Compliance with Laws

Buyer will be responsible for compliance with any and all federal, state and local laws and regulations respecting safety or respecting use of the products and/or services.


Buyer shall not disclose to any third party any information of Seller directly or indirectly delivered to Buyer or acquired pursuant to the Contract, including, without limitation, business affairs, data, designs, manuals, formulas, supplier and vendor information, processes, methods, pricing, financial and accounting data, products and specifications, systems and technical information (collectively, "Confidential Information"). Buyer shall be permitted to disclose Confidential Information strictly to its own employees, accountants and attorneys and other agents and representatives to the extent such disclosure is reasonably necessary for the performance of their duties and obligations; provided, however, that Buyer shall be responsible for any violation of the confidentiality obligations set forth in the Contract by and of such permitted parties to which it provides Confidential Information. Buyer covenants that it will not attempt to circumvent Seller, directly or indirectly, in any manner, for the purpose of purchasing any products and/or services sold by Seller from any of Seller's vendors or suppliers. Buyer shall not disclose any information of Seller, including any Confidential Information, to any of Buyer's customers or vendors or take any other action for the purpose of diverting business from Seller.

Force Majeure

Seller shall not be liable for any loss, damage or delay arising out of its failure to perform hereunder due to causes beyond its reasonable control, including, without limitation, acts of God, acts or omissions of Buyer, acts of civil or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, acts of terrorism, or delays in transportation or transportation embargoes. In the event of such delay, Seller's performance date(s) will be extended for such length of time as may be reasonably necessary to compensate for the delay.

Certifications and Accreditations

Unless expressly set forth on Seller's sales order, Seller makes no representation or warranty that it is certified or accredited by any organization, including, without limitation, the International Organization for Standardization (ISO).

Export Control

Products supplied hereunder may be subject to various export laws and regulations. It is the responsibility of the exporter to comply with all such laws and regulations. Notwithstanding any other provision in the Contract to the contrary, in the event that U.S. or local law requires export authorization for the export or re-export of any products or associated technology, no delivery can be made until such export authorization is obtained, regardless of any otherwise promised delivery date. In the event that any required export authorization is denied, Seller and Seller's supplier will be relieved of any further obligation relative to the sale and delivery of the products subject to such denial without liability of any kind relative to Buyer or any other party. Seller will not comply with boycott related requests except to the extent permitted by U.S. law and then only at Seller's discretion.


Any failure of Seller to insist upon strict performance of any term of this Contract shall not be construed as a waiver of its right to strict performance thereafter. This Contract shall be governed by the laws of the State of Michigan, USA, without regard to conflicts of laws principles of such State. Seller and Buyer hereby agree that any legal proceeding with respect to the Contract shall be brought only in a court of the State of Michigan or in a court of the United States sitting in Michigan, and both Seller and Buyer submit to and accept generally and unconditionally the personal jurisdiction of those courts with respect to their person and property. The parties agree that these limits of liability shall survive and continue in full force and effect despite any termination or expiration of the Contract between Seller and Buyer. Any action by Buyer against Seller must be commenced within one year after the cause of action has accrued. The Contract sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof and cancels and supersedes all prior agreements, understandings, representations or promises, whether oral or written, between the parties.

McDunnough, Inc.
General Terms And Conditions Of Purchase


"Purchaser" shall mean McDunnough, Inc. "Seller" shall mean the party with which Purchaser places its purchase order(s). The goods covered by Purchaser's purchase order and all parts, portions, items, attachments, repairs, replacements and substitutions thereof are collectively referred to as the "Products". The services covered by Purchaser's purchase order are referred to as the "Services".


These General Terms and Conditions of Purchase ("Terms and Conditions") along with Purchaser's purchase orders, any releases, requisitions, work orders, shipping instructions, supplemental terms and conditions and any other document, whether expressed in written form or by electronic data interchange provided by Purchaser (collectively, the "Agreement") will exclusively govern the purchase of Products and Services by Purchaser and represents the entire agreement between Purchaser and Seller with respect thereto. Acceptance of Purchaser's purchase order shall constitute Seller's agreement to comply with and be bound by the Agreement, including but not limited to these Terms and Conditions. Purchaser objects to and rejects any other terms and conditions that may be proposed by Seller or that appear on or are referenced in Seller's quotation, bid, acknowledgement, or other documents of Seller that are in addition to or otherwise not consistent with the Agreement. Trade usage and course of dealing or performance shall not be employed to vary, explain or supplement the Agreement. Any reference on the face of Purchaser's purchase order to any bid, proposal or offer of sale is deemed to be limited to the description of the Products or Services and shall not effect or modify the Agreement.


Purchaser shall pay all invoices in accordance with the payment terms set forth on Purchaser's purchase order. Unless the face of Purchaser's purchase order states to the contrary, all prices are (a) firm and not subject to increase or additional charges; (b) in U.S. dollars; and (c) inclusive of all freight, duty and taxes other than sales or use taxes Seller is required by law to collect from Purchaser. Such sales or use taxes shall not be included in Seller's invoice if Purchaser indicates that the Products or Services are exempt from such taxes. Applicable taxes shall be separately stated on Seller's invoice.


Unless otherwise expressly stated on the face of Purchaser's purchase order, nothing in the Agreement obligates Purchaser to purchase or acquire any minimum level of Products or Services from Seller. No territorial protection or rights are given or intended to be given to Seller under the Agreement.


Seller shall suitably pack, mark and ship Products in accordance with the instructions of Purchaser and the requirements of the carrier transporting the Products and shall assure delivery free of damage and deterioration. Purchaser shall not be charged for packing, marking or shipping unless separately itemized on the face of Purchaser's purchase order. Purchaser's purchase order number must appear on the container, the packing list, invoice and correspondence relating to the purchase order. Certified scale tickets are required for all shipments. Weight discrepancies of 10% or greater as specified on the purchase order may be subject to price adjustments based upon actual freight costs.


Purchaser and its authorized representatives shall have the right, but not the obligation, to inspect the Products and Services at times and places designated by Purchaser before, during or after delivery or performance. All Products and Services shall be subject to final inspection by Purchaser or its authorized representatives and acceptance at the final destination specified. Purchaser's making of or failure to make an inspection, examination or test of, or payment for, or Purchaser's acceptance of the Products and Services shall in no way relieve Seller from its obligation to conform to all of the requirements of the Agreement and shall in no way impair Purchaser's right to reject or revoke acceptance of nonconforming Products and Services, or to avail itself of any other remedies to which Purchaser may be entitled, notwithstanding Purchaser's knowledge of the nonconformity, its substantiality or the ease of its discovery. Purchaser reserves the right to review Seller's quality assurance and quality control procedures.


All Products or Services not fully conforming to the terms of the Agreement, including any specifications, drawings and/or data submitted to Seller, or shipped contrary to instructions, or in excess of the quantities or substituted for Products provided in Purchaser's purchase order, or not shipped in containers conforming to Purchaser's specifications (or in the absence of such specifications, in recognized standard containers), or violating any statute, ordinance, or administrative order, rule, or regulation, may be rejected by Purchaser and returned or held at Seller's expense and risk. Purchaser may charge to Seller all expenses of inspecting, unpacking, examining, repacking, storing, and reshipping any Products rejected for the reasons noted herein. The remedies hereinabove afforded Purchaser shall not be exclusive, and Purchaser may hold Seller liable for any and all damages arising from any breach or default set forth herein.


Seller warrants with respect to the Products and Services that: (a) Seller has clear title, free of all liens and encumbrances; (b) there are no claims of third parties of any nature whatsoever arising out of or related to the Products or Services; (c) the Products are new (unless otherwise specified by Buyer) and in strict quality and workmanship, free from defects in material and workmanship, and fit for Purchaser's particular purpose; (d) Products of Seller's design will be free from defects in design; (e) Seller and its personnel will perform the Services exercising the standards of diligence, skill and care normally exercised by similarly qualified and competent persons in the performance of comparable work in accordance with best industry practices; (f) all Products and their use, manufacture, sale, lease, distribution, or other commercialization do not and will not infringe, misappropriate or violate the intellectual property rights of a third party; and (g) the Services will conform in all respects to the specifications and requirements of the Agreement and fulfill the particular purpose intended. Upon notice by Purchaser of any defect or failure, Seller shall re-perform or otherwise correct any non-compliant Services and repair or replace any non-compliant Products. If Seller fails to make the necessary repair, replacement, re-performance or correction within a reasonable time, Purchaser may perform or cause to be performed such repair, replacement, re-performance or correction at Seller's risk and cost and any costs and expenses incurred by Purchaser shall be recoverable from Seller as a debt due and payable. These warranties extend to Purchaser, its successors, assigns, customers and users of its Products. Seller's warranties shall survive inspection, acceptance, and payment and shall be in addition to any other warranties of Seller, whether express, statutory or implied. Remedies for breach of these warranties are cumulative and shall include any available at law or in equity.


All tools, dies, molds, templates, equipment, specifications, data, drawings, designs, software or materials furnished by Purchaser to Seller or paid for by Purchaser (collectively, "Items"), including replacements and materials attached thereto, shall remain and be marked as the personal property of Purchaser. The Items shall be separately stored and insured by Seller, and Seller assumes all risk of loss and liability arising out of or related to the Items, until the Items are returned to Purchaser. The Items shall be used by Seller only for filling Purchaser's purchase orders and are subject to immediate removal, at Purchaser's written request, with each Item to be delivered, at Seller's expense, in its original condition, reasonable wear and tear excepted.


In providing Products and Services, Seller shall comply with any and all applicable federal, state, local, and international laws, regulations, ordinances, executive orders, rules, orders, standards, conventions, directives, and treatises, including, but not limited to those relating to: (a) design, manufacture, transportation, sales, advertising, branding, distribution, exportation, importation, labeling, packaging, decoration, certification and approval of the Products or Services or (b) employment discrimination, hours and conditions of employment, occupational health and safety, wages, environmental matters, product safety, corrupt or deceptive practices, boycotts, antitrust, consumer products, or government subcontracting. From time to time, upon Purchaser's request, Seller shall certify Seller's compliance with the foregoing.


Purchaser may, at any time, make changes to any purchase order, including, but not limited to, changes in the quantity, delivery time or place, shipping or packing method, or any drawings, specifications or designs. If such a change causes a material increase or decrease in the cost of, or the time required for, performance of the purchase order, Seller shall notify Purchaser in writing immediately. Any claim by Seller for an adjustment in time for performance or price must be asserted in writing within ten (10) days from date of notification of a change. No change shall be binding on Purchaser unless agreed in writing by an authorized representative of Purchaser.


Purchaser reserves the right at any time and for any cause to suspend further performance of all or part of any purchase order, upon written notice thereof to Seller. If work is suspended in accordance herewith: (a) except to the extent suspension arises from any act, omission or default of Seller, Seller shall be reimbursed for Seller's actual direct net costs and expenses incurred as a result of suspension which shall be subject to audit by Purchaser; (b) Seller shall have no further claim against Purchaser for damage or loss resulting from such suspension including loss of profit or business opportunity, indirect, incidental or consequential damages; (c) Seller shall resume performance upon written notice by Purchaser; and (d) Seller shall properly care for, protect and insure all work in progress and materials, supplies and equipment Seller has on hand for performance of the purchase order.


Purchaser may terminate a purchase order at any time without cause in whole or in part by written notice, whereupon Seller will stop work on the date and to the extent specified in such notice and terminate all orders and subcontracts that relate to the terminated purchase order.


If Seller (a) fails to deliver Products or perform Services at the time specified in the Agreement or fails to make progress so as to endanger performance of the work or impair delivery dates; (b) fails to perform any other provision hereof and does not cure such failure within a period of ten (10) days after receipt of written notice from Purchaser specifying such failure; (c) becomes financially unstable, insolvent, makes an assignment in favor of creditors, or enters bankruptcy or dissolution procedures; or (d) is merged into another company, Purchaser may cancel the whole or any part of any purchase order without any liability, except for payment due for Products and Services delivered and accepted to date. Upon such termination, Purchaser will have the right, upon notice to Seller, to take title to and possession of all or any part of such materials, work-in-process or finished Products, any special tooling and all drawings, technology and information furnished by Purchaser.


Purchaser may disclose confidential or proprietary information ("Confidential Information") to Seller under the Agreement. Confidential Information includes, but is not limited to, any business, financial, product or customer information, along with any information identified by Purchaser as confidential. Seller agrees not to disclose Confidential Information to any third party and will use such information only as is necessary to perform its obligations under the Agreement. Upon the expiration or termination of the Agreement for any reason, Seller will promptly deliver to Purchaser all such Confidential Information. Seller agrees to limit its internal distribution of Confidential Information to its employees who have a need to know, and to take steps to ensure that the dissemination is so limited, including the execution by Seller's employees of nondisclosure agreements with provisions no less restrictive to those set forth herein. In no event will Seller use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not less than reasonable care, to prevent the unauthorized use or disclosure of the Confidential Information. Seller further agrees not to use the Confidential Information except in the course of performing under the Agreement and will not use the Confidential Information for the benefit of anyone other than Purchaser.


Seller shall defend, indemnify and hold Purchaser, its affiliates and their respective directors, officers, employees, customers, agents, contractors, successors and assigns harmless from and against any and all claims, liabilities, losses, damages, actions and expenses (including attorneys' fees) in connection with, arising out of, or relating to: (a) any breach by Seller of its warranties, covenants or obligations hereunder; (b) any injury (including death), property damage, or economic loss arising out of or related to (i) the Products or Services or (ii) the acts or omission of Seller or its employees or subcontractors, including work at Purchaser's premises or using Purchaser's property, unless resulting from the sole negligence of Purchaser; (c) any infringement or contributory infringement of a patent, trademark, copyright, or other proprietary interest by reason of the manufacture, delivery, license, use or sale of the Products or Services ("Infringement"), regardless whether (a) through (c) arise in tort (including negligence), contract, warranty, strict liability, or otherwise. Seller shall not settle any such suit or claim without Purchaser's prior written approval. The obligation under this paragraph shall be continuing and shall not be diminished by any approval or acceptance of or payment for the Products and Services.


For any alleged or actual Infringement, Seller shall, at Seller's expense, obtain for Purchaser a perpetual, royalty-free license with respect to such item, or shall replace or modify the item in a manner satisfactory to Purchaser, so as to avoid the Infringement without any degradation in performance. Seller's obligation shall apply even if Purchaser furnishes a portion of the design or specifications.


Supplier agrees that during the term of their commercial relationship with Purchaser (defined as having ongoing business dealings and/or commercial transactions) and for a period of eighteen (18) months thereafter, it shall not, directly or indirectly, through any other person, firm, corporation or other entity, including but not limited to subsidiary or parent entities:

  1. Solicit, induce, encourage or attempt to induce or encourage any employee of other party to terminate his or her employment with that party or to breach any other obligation to party; or
  2. Solicit, interfere with, disrupt, alter or attempt to disrupt or alter the relationship, contractual or otherwise, between party and any current customer, client, supplier or strategic partner discussed under this agreement.
  3. Supplier acknowledges that the foregoing activity and time limitations contained in this Section 18 are reasonable and properly required for the adequate protection of Customer's business. In the event that any such activity or time limitation is deemed to be unreasonable by a court, parties shall submit to the reduction of either said activity or time limitation to such an area or period as the court shall deem reasonable. In the event that Supplier is in violation of the aforementioned restrictive covenants, then the time limitation thereof shall be extended for a period of time equal to the pendency of such proceeding, including appeals.


In the event that Seller is required to produce for Purchaser inventions, original works of authorship or Products using Purchaser's trademarks, trade names, logos or other proprietary information or trade secrets, Seller agrees that all such inventions, works, and Products (collectively, the "Works") which are, in whole or in part, conceived or made by Seller pursuant to this order shall be deemed "works made for hire" and shall belong exclusively to Purchaser. Seller hereby irrevocably assigns and transfers to Purchaser all rights, title and interests, of every kind and character, which Seller has in the Works and agrees to take all actions that Purchaser may reasonably request in order to vest in Purchaser such title to the Works. This obligation shall survive any expiration or termination of any purchase order or these Terms and Conditions.




Without limiting any of Seller's obligations under the Agreement, Seller shall purchase and maintain in full force and effect, at Seller's sole expense, adequate insurance in accordance with industry standards provided by reputable insurance carriers. Upon Purchaser's request, certificates of insurance shall be provided to Purchaser.


Seller is an independent contractor and will not act as, or be regarded as, a partner, co-venturer, representative, agent or employee of Purchaser, and Seller and its personnel will not be entitled to any benefits which accrue to any employee of Purchaser by virtue of their status as an employee.


Neither party shall be liable to the other party for failure to perform obligations under this Agreement due to acts of civil or military authority, national emergencies, insurrection, war, terrorism, threat of terrorism, public utility failures, acts of God, or other similar matters not within the control of such party and which would not have been avoided by acting in accordance with good industry practices ("force majeure events"). A party who is affected by a force majeure event shall give prompt notice to the other party, specifying the nature of the force majeure event and the expected delay in performance.


In the event any provision of the Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired hereby. The parties agree to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision.


The Agreement or any rights or interest therein may not be assigned, delegated or encumbered in whole or in part, or sold or transferred as part of a sale of Seller or its business, stock or assets without Purchaser's prior written consent, including without limitation, the subcontracting of work to be performed under the Agreement.


A waiver of any default hereunder or of any term or condition of the Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or any other term or condition, but shall apply solely to the instance to which such wavier is directed. The rights and remedies reserved to Purchaser are cumulative and in addition to any other or further rights and remedies available at law or in equity.


This contract shall be governed in accordance with the laws of the State of Michigan, USA, without regard to its conflicts of laws principles. The parties agree that the 1980 UN Convention on Contracts for the International Sale of Products will not apply. Seller and Purchaser hereby agree that any legal proceeding with respect to the Agreement shall be brought only in a court of the State of Michigan or in a court of the United States sitting in Michigan, and both Seller and Purchaser submit to and accept generally and unconditionally the personal jurisdiction of those courts.