Del City Interactive Catalog Page 408

408 terms & conditions of sale LIMITED WARRANTY. Subject to certain exclusions and limitations, Del City warrants that at the time of shipment, all Products will be free of defects in material and workmanship. This warranty does not cover ordinary wear and tear, abuse, misuse, overloading, alteration or Products which have not been installed, operated or maintained in accordance with their intended use. The applicable warranty period for all Products is the 30-day period following date of purchase by Buyer, except as expressly covered by a separate written agreement signed by both parties. No warranty will be honored unless an invoice or other proof of the purchase date is provided to Del City. Warranty claims received after the applicable warranty period will not be honored. When a warranty claim arises, Buyer must contact Del City directly. If the defect comes under the terms of this limited warranty, Del City will arrange, at its option, one of the following: (i) the Product will be repaired by Del City authorized personnel, (ii) Del City will replace the Product, or (iii) Del City will refund the applicable portion of the purchase price LIMITATION OF LIABILITES. The remedy of repair, replacement or refund is Buyer's exclusive remedy for breach of the foregoing limited warranty. THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES WHATSOEVER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL DEL CITY BE RESPONSIBLE FOR INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. Buyer is solely responsible for determining the suitability of Products for Buyer's use or resale, or for incorporating them into articles or using them in Buyer's application. Buyers who are distributors (i) are authorized to extend the foregoing limited warranty to its original purchasers in connection with sales of Products, provided that such Products shall not have been altered by such distributor, and (ii) shall be full responsible for any warranties such Buyer makes to its customers, which may be more broad or more extensive than Del City's limited warranty. Del City's total liability for any and all claims arising out of or in connection with this Agreement in any 12-month period shall not exceed the total amount paid by Buyer during the prior 12 months of this Agreement for the specific Product subject to any warranty claim. GOVERNMENT CONTRACTS. Products are commercial items as defined in Federal Acquisition Regulation (FAR) 2.101. If Buyer sells Products to any government, or to a government prime contractor or subcontractor, Buyer shall be solely and exclusively liable for compliance with all government acquisition statutes and regulations. Del City makes no representations, certifications, or warranties whatsoever about compliance with government acquisition statutes and regulations, including, without limitation, those that may relate to pricing, quality, origin or content, and specifically rejects the flow down of all FAR clauses not required to be included in a subcontract for commercial items. LEGAL COMPLIANCE. Buyer agrees to comply with all applicable U.S. and foreign laws, regulations, orders and requirements pertaining to the purchase and sale of Products, their export from the U.S., and their import into the country of destination. Without limiting the generality of the foregoing, Buyer acknowledges and agrees to comply with (i) all U.S. export licensing laws and regulations, (ii) all restrictions on the sale or other transfer of Products to prohibited parties, countries or end-users, and (iii) all restrictions on the sale or other transfer of Products for a prohibited end-use. In addition, Buyer acknowledges and agrees to comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and all other applicable antibribery laws and regulations. DUTY TO DEFEND. Buyer agrees to defend, hold harmless and indemnify Del City and reimburse Del City for all claims, taxes, penalties, interest, costs, assessments and expenses that arise as a result of or in connection with any inadequacy or invalidity of any tax exemption certificate submitted by Buyer or any act, omission or misrepresentation of Buyer or any of its iliates,employees,agents,contractors,Buyers, or representatives, which gives rise to any breach of this Agreement. FORCE MAJEURE. Del City shall not be liable in any way for any delay or cancellation in shipment, manufacture or performance due to acts of God, war, riot, insurrection, terrorism, labor diculties,accident,acts of civil or regulatory authorities, ires, floods, quarantine restrictions, plant conditions, delays in transportation, shortages of fuel, labor or any other condition beyond Del City's control. EXCLUSIVE AGREEMENT. This Agreement constitutes the entire agreement between Buyer and Del City with regard to Buyer's purchase of Products, and supersedes all prior oral and written understandings, communications, or agreements between the parties. Del City objects to and rejects any additional or different terms or conditions in any form tendered by Buyer, including expressly rejecting any provisions that dictate that Buyer's terms control or any additional or different provisions in a Buyer's electronic business portal. Del City's failure to object to any provisions or terms from Buyer will not be a waiver or amendment of any of the provisions of this Agreement. If Buyer's purchase order or other correspondence contains terms or conditions in addition or contrary to this Agreement, Del City's acceptance of Buyer's order shall not be construed as assent to any such additional terms and conditions and will not constitute a waiver by Del City of any of this Agreement. In the event this Agreement conflicts with any previous agreement or any other purchase documents between the parties, then this Agreement shall take precedence. GOVERNING LAW. This Agreement and any claim, dispute, or controversy arising from or relating to this Agreement or Buyer's purchase of any Products shall be governed by the laws of the State of Wisconsin, without regard to its conflict of laws rules. The parties specifically waive application of the UN Convention on Contracts for the International Sale of Goods. Buyer irrevocably consents to personal jurisdiction of the state and federal courts in and for Waukesha, County, Wisconsin, and irrevocably waives any claim it may have that any proceedings brought in such courts have been brought in an inconvenient forum. MISCELLANEOUS. No amendment to or modification of this Agreement, in whole or in part, will be valid or binding unless it is in writing and executed by authorized representatives of both parties. If any provision of this Agreement should be found to be void or unenforceable, such provision will be stricken or modified, but only to the extent necessary to comply with the law, and the remainder of this Agreement will remain in full force and will not be terminated. No course of dealing between the parties shall amend, modify or supplement any of the provisions hereof. No waiver by Del City of a breach of any term of this Agreement shall be construed as a waiver by Del City of any other breach of this Agreement. Del City reserves the right to update this Agreement at any time; however, Buyer's rights and obligations shall be as provided in the version of this Agreement provided to Buyer or made available to Buyer at the time of its purchase of Products. Buyer shall not assign any order or any interest herein without the prior written consent of Del City. Any actual or attempted assignment without Del City's prior written consent shall entitle Del City to cancel such order upon notice to Buyer. Notices to Del City should be in writing sent by tracked next-day delivery service to: Del City, N85 W12545 Westbrook Crossing, Menomonee Falls, Wisconsin, 53051. All rights, remedies and powers of Del City are cumulative and may be pursued or enforced in any manner or order. Del City Terms of Sale - Revision Date: 02.20.2014

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